Terms and Conditions

Terms & Conditions

Customer Agreement – Techsho (SMC-Private) Limited 

Techsho provides software design, development, marketing, and sales services to enable individuals, businesses, and organizations to increase their revenue through increased sales and marketing activities as well as a dedicated in-house team of developers, trainers and designers, (Techsho service and software and systems used in provision of this service are referred to as Techsho Application).

The following terms and conditions (Terms), along with the proposal and any notices posted by Techsho on the Techsho website (techsho.co, techsho.info & www.techsho.online) from time to time form the agreement between Techsho and the Customer regarding the terms and conditions on which Techsho will provide the Customer with access to and use of the Techsho service (Agreement).            

By accepting or otherwise confirming acceptance of the proposal the customer acknowledges and agrees that it will be bound by this agreement (including these terms) and the customer’s access to and use of the Techsho services will be governed by this agreement.

Any person who accepts the proposal and agrees to the terms on behalf of the customer warrants to Techsho that they are authorized on behalf of the customer to accept the proposal and terms and to bind the customer to the agreement. Techsho will only agree with an individual or individuals based on the fact they are holding themselves out as having authorization and authority to enter into the agreement on behalf of the organization or company.

1. Definitions and interpretation

1.1 Definitions

In these Terms, unless the context otherwise requires:        

(a)     Additional Services means any services which Techsho agrees to provide to the customer during the Term in addition to the Subscription Services, including the provision of consulting, customisation, implementation, training, integration,, or, any other services.

(b)     Authentication Credential means the username and password or other means of authentication which authorized users are required to provide to be able to access the Techsho Application.

(c)     Authorised Users means the current or prospective employees or volunteers, agents, contractors, or other representatives of the customer or persons involved in the activities or operations of the customer who are issued with an authentication credential to access the Techsho Application, either on behalf of the customer or on their account.

(d)     Consumer Protection means the Punjab Consumer Act 2005 (Pakistan) and any equivalent/ applicable international legislation.

(e)    Techsho means Techsho(SMC-Private) Limited

(f)     Techsho Application means any software and system that Techsho uses in the process of providing its services. 

(g)     Techsho Systems means the computer servers or other hardware or systems used by Techsho in connection with its provision of the services.

(h)     Techsho User Documentation means any manuals, guides, reference materials, reports, or other similar documents in any form made available by Techsho to the customer in connection with the Techsho service.

(i)      Techsho Website means the website located at https://www.techsho.co & https://www.techsho.info or the website located at such other URL that Techshonotifies the customer of from time to time.

(j)      Commencement Date means the commencement date set out in the proposal or if no date is set out in the proposal, the date the customer confirms its acceptance of the proposal either in writing or electronically.

(k)     Confidential Information means any information provided by a party to the other party (whether provided before or after the Commencement Date) in connection with the Subscription Services, any Additional Services, or this agreement and the case of Techsho, includes the proposal, the Techsho User Documentation or any other information regarding the Techsho Application but does not include information which is in or becomes part of the public domain, other than through a breach of this agreement or an obligation of confidence, or information which a party proves was independently acquired or developed without breaching any of the obligations set out in this agreement.

(l)      Consequential Loss means:

                     (i)        all indirect and consequential loss;

                    (ii)        all loss beyond the normal measure of damages; and

                   (iii)        all loss of revenue, loss of data, loss of reputation, loss of profits, loss of actual or anticipated savings, loss of bargain, lost opportunities, including opportunities to enter into arrangements with third parties, loss of use, cost of capital or costs of substitute goods, facilities or services;

(m)    Consumer has the meaning given in Part 1 of the Pakistan Consumer Law.

(n)     Consumer Guarantee means a guarantee provided under the Punjab Consumer Law (Pakistan).

(o)     Customer means the party named as the customer in the proposal.

(p)     Customer Content means any content uploaded to the Techsho Application by or on behalf of the customer or its authorized users, including all data.

(q)     Data means all information, images, documents and other data (whether relating to the customer or its authorized users or otherwise) uploaded to the Techsho Application by or on behalf of the customer or its authorized users.

(r)      Default Rate means the interest rate which is fixed from time to time by the State bank of Pakistan.

(s)     Documents mean any qualification, credentials, certificates, certification, a record of compliance, a record of training or achievement, a record of inspection or examination, a record of attendance, means of identification, assessment, license, permit, approval, consent or other record or document about a person or organization (including the customer) which is issued by a person, including an educational institution or government authority and, for the avoidance of doubt, includes (where relevant) criminal history record checks, working with children checks, passports, visas and immunization records.

(t)      Fees means any fees or other amounts payable by the Customer to Techsho under this agreement, including the set-up fee, the subscription fees, and any fees for the provision of Additional Services.

(u)     Force Majeure Event means the occurrence of an event or circumstances beyond the reasonable control of the party affected by it, including war (declared or undeclared)civil commotion, military action, or an act of sabotage, strike, lockout, or industrial action, storm, tempest, fire, flood, earthquake or other natural calamity or an ongoing internet or telecommunications outage or impairment.

(v)     Further Term means consecutive periods (such as monthly or 12 monthly) as set out in the proposal or agreed between the parties in writing commencing immediately after the expiry of the initial term or the previous further term(as applicable)

(w)    Government Authority means any governmental, semi-governmental, municipal, statutory, judicial, or quasi-judicial authority, department, agency, body, entity, organization, commission, or tribunal. It also includes any self-regulatory organization established under statute and any securities exchange.

(x)     Improvement means any modification, alteration, development, new use, or other change to the Techsho Application which makes it more accurate, more useful, more functional, more efficient, more cost-effective, or in any other way preferable.

(y)     Initial Term means the period set out in the Proposal or agreed between the parties in writing which begins from the Commencement Date (such as one month or 12 months).

(z)     Insolvency Event means, in relation to a body corporate, liquidation or winding up or the appointment of a voluntary administrator, receiver, manager, or similar insolvency administrator to that body corporate or any substantial part of its assets; in relation to an individual or partnership, the act of bankruptcy, or entering into a scheme or arrangement with creditors; in relation to a trust, the making of an application or order in any court for accounts to be taken in respect of the trust or for any property of the trust to be brought into court or administered by the court under its control; or the occurrence of any event that has substantially the same effect to any of the preceding events.

(aa)   Intellectual Property includes all patents, designs, copyright, trademarks, or circuit layout rights and any right to apply for the registration or grant of any of the above.

(bb)   Loss means any loss, liability, cost, claim, expense, damage, charge, penalty, outgoing, or payment however arising, whether present, unascertained, immediate, future, or contingent, and whether direct loss or a consequential Loss.

(cc)   Optional Usage Fees means fees for optional features of the Techsho Application, as specified in the proposal or otherwise agreed between Techsho and the customer from time to time.

(dd)   Payment Facility means any credit card, bank card, bank account, or other payment facility, details for which are provided by the Customer to Techsho in connection with the payment of the fees.

(ee)   PDH Services means services that, for the purposes of the law, are of a kind ordinarily acquired for personal, domestic or household use,or consumption.

(ff)     Proposal means the proposal provided by Techsho to the customer in respect of the Subscription Services and the customer’s access to and use of the Techsho Application under which the customer accepts and agrees to be bound by these terms.

(gg)   Set Up Fees means the fees (if any) for setting up the Techsho Application for use by the customer and the establishment of the customer’s account, as specified in the proposal or otherwise agreed between Techsho and the customer from time to time.

(hh)   Subscription Fees means the subscription fees payable for access to and use of the Techsho Application and the provision of the Subscription Services, as specified in the Proposal or otherwise agreed between Techsho and the customer from time to time.

(ii)     Subscription Services means the services described in clause 3.2.

(jj)     Support Hours means the hours in which Techsho will provide any applicable support services to the Customer, as published on the Techsho Website and updated by Techsho from time to time.

(kk)   Support Services means any technical or user support services in relation to the Techsho Application that the customer is entitled to receive under an agreement.

(ll)     Taxes means any taxes, rates, levies imposts, duties,, or other charges assessed or payable to any Government Authority and includes any additional taxes, interest, penalties, charges, fees,, or other amounts imposed in relation to a failure to file a return or to pay the tax.

(mm) Term has the meaning given in clause 2.

(nn)   Termination Date means the earlier of:

              (i) the date of termination of this agreement by the company or the supplier; 

            and

              (ii)  the date of expiry of this agreement.

(oo)    Third-Party Application means any product, service, system, application, or internet site integrated or interfaced with the Techsho Application that is owned or operated by a Third Party Provider, and that is used by the Customer or any authorized user in connection with the Techsho Application.

(pp)    Third-Party Provider means any third party that provides support, technology, and/or other products or services that are used by the Customer or any Authorised User in connection with the Techsho Application.

(qq)   Trial Subscription means any access to the version of the Techsho Application and/or Subscription Services that Techsho makes available to customers on a trial basis from time to time.

(rr)     Unacceptable Content means any content that, in Techsho’s reasonably held opinion, is obscene, offensive, upsetting, defamatory, illegal or inappropriate, infringes or appears to infringe the intellectual property rights of any person, or contravenes or appears to contravene any applicable laws, regulations or codes of conduct.

(ss)   User Terms means terms and conditions between Techsho and the authorized user regarding the authorized user accessing and using the Techsho Application.

1.2 Interpretation

In this Agreement, headings are inserted for convenience only and do not affect the interpretation of this agreement and, unless the context otherwise requires:

(a)  the singular includes the plural and vice versa;

(b)  if a word or phrase is defined, its other grammatical forms have a corresponding meaning;

(c)  the meaning of general words is not limited by specific examples introduced by ‘includes’, ‘including’, ‘for example, ‘such as’ or similar expressions;

(d)  a reference to a person includes an individual, a partnership, a corporation or other corporate body, a joint venture, a firm, a trustee, a trust, an association (whether incorporated or not), a government, and a government authority or agency; and

(e)  no provision of this Agreement will be construed to the disadvantage of a party merely because that party was responsible for the preparation of the agreement or the inclusion of the provision in the Agreement.  

2. Term                      

(a)  This Agreement commences on the commencement date and will continue for the Initial Term unless terminated earlier in accordance with clause 14.

(b)  At the expiry of the Initial Term or any Further Term, this Agreement will automatically renew for each further term, unless a party provides written notice to the other party at any time before the expiration of the Initial Term or the then-current further term(as the case may be) that the agreement will not be renewed and will instead expire at the end of the Initial term or that further term (as applicable).

(c)  The Customer may provide written notice under clause 2(b) by either:

           (i)       Sending notice by email to hello@techsho.info; or

           (ii)      Clicking on the cancellation or other similar button (if any) located within the 

                     Techsho Application

           (iii)        If notice is provided in accordance with clause 2(b) then Techsho will continue 

                        to provide the Subscription Services and the customer will continue to pay the 

                        fees in accordance with this agreement until the end of the initial term or 

                        further term (as the case may be).

3. Subscription Services

3.1 Provision of Subscription Services

During the Term, Techsho will provide the Subscription Services to the customer on the terms and conditions of this agreement.

3.2 Subscription Services

The Subscription Services will consist of:

(a)  Setting up the Techsho Application for use by the customer and its authorized users (provided that any set-up other than Techsho’s standard set-up will constitute an additional service);

(b)  Providing the Customer and its authorized users with access to and use of the Techsho Application during the term;

(c)  Providing the Customer with access to and use of the Techsho User Documentation during the Term;

(d)  Providing Support Services to the customer in accordance with clause 11 (if the proposal specifies the customer is entitled to support services or the parties otherwise enter into a written agreement regarding the provision of support services); and

(e)  Any other services expressly set out in the proposal.

3.3  Additional Services

(a)  In addition to the Subscription Services, if requested by the customer and accepted by Techsho, Techsho may also provide Additional Services to the customer.

(b)  Unless otherwise agreed, any Additional Servicess will be provided on the terms and conditions of this agreement, provided that the fees payable by the customer for the Additional Services will be the fees Techsho notifies the customer of (which notice Techsho will endeavor to provide promptly after the customer requests those Additional Services and before providing those Additional Services).

3.4 No exclusivity

The Customer acknowledges and agrees that all rights granted to the customer under this agreement (including all rights to use the Techsho Application) are non-exclusive.                                                       

4. Techsho Application

4.1  Techsho may vary the features, functions and other benefits available to customers and authorized users in respect of the Techsho Application and Subscription Services at any time and without any requirement to provide prior notice to the customer.

4.2  Techsho retains the discretion

(a)  The Customer acknowledges that Techsho retains the sole discretion regarding the features, functions, and other benefits of the Techsho Application and Subscription Services, and, nothing in this Agreement requires Techsho to provide or maintain access to any features, functions, or other benefits in respect of the Techsho Application and Subscription Services.

(b)  The Customer also acknowledges and agrees that nothing in this agreement limits Techshor’s right to suspend, discontinue, alter or limit access to any such features, functions or other benefits from time to time.

4.3  Trial Subscriptions

a)   Techsho may from time to time make the Techsho Application, the Subscription Services, or any part of the Techsho Application or Subscription Services available as a trial subscription.

b)   Where the Customer uses the Techsho Application, the Subscription Services, or any part of the Techsho Application or Subscription Services as part of a trial subscription, the customer acknowledges and agrees that such use will be limited to the trial period nominated by Techsho and may be subject to other restrictions or limitations determined by Techsho.

5. Third Party Applications

The Customer acknowledges that the Techsho Application may interact with third party applications or require third-party applications or third-party providers to be used to provide particular features or functionality. The customer acknowledges that access to such third-party applications or services and any support for such third-party applications or services must be obtained directly from the relevant Third Party Provider at the customer’s cost. Techsho does not make any representations or warranties regarding any such third-party applications or services and will not be responsible for any issues in respect of third-party applications or services or any Loss suffered by the customer in connection with any third-party applications or services or the customer’s dealings with third-party providers.                    

6. Authentication Credentials

6.1  Provision of Authentication Credentials

The Customer and/or the Authorised Users will set the authentication credentials for use of the Techsho Application.

6.2  Obligations of the customer in relation to the authentication credentials

The Customer must:

(a)  Ensure that authentication credentials set by the customer or the authorized users comply with best practices regarding the strength and security of passwords;

(b)  Ensure that each authentication credential is securely maintained and used only by the authorized user to whom the authentication credential has been issued;

(c)  Comply with any policies, guidelines, or other requirements issued by Techsho from time to time in any way relating to authentication credentials;

(d)  If an Authorised User ceases to be employed by or contracted to the customer, ensure that the authorized user is immediately unlinked from the customer’s account and not authorized to access and use the Techsho Application on behalf of the customer, however, the customer acknowledges that the authorized user may use the Techsho Application (for example where the authorized user is linked to another organization that uses the Techsho Application);

(e)  Immediately notify Techsho if:

                     (i)        An Authentication Credential is lost, stolen, missing, or otherwise compromised; or

                    (ii)        The customer becomes aware of any breach of the provisions of this agreement by the authorized user, in which case the authentication credentials may be suspended until such time that the breach is remedied to Techsho’s satisfaction; and

                   (iii)        Not transfer or allow authentication credentials to be transferred between or amongst authorized users or other individuals or systems and take all reasonable steps to ensure that authentication credentials are not transferred.

6.3 Management of Authentication   Credentials

The customer acknowledges and agrees that Techsho reserves the right at any time and from time to time to change and/or revoke authentication credentials providing the customer or the relevant authorized user with written notice.

7. Customer responsibilities and obligations

7.1  Customer responsibilities

The Customer will be responsible for:

(a) Their own and their authorized representatives day to day use of the Techsho Application;

(b)  Pploading all Data and other customer content into the Techsho Application (other than where Techsho upload data or customer content as an additional service to the customer);

(c)   Obtaining all consents, authorizations, permits, or approvals (including any relevant consents from Authorised Users) necessary:

 (i) For Techsho and its personnel to access, use and disclose the Data and other 

 customer content as contemplated in this agreement;

            (ii) For the data and other customer content to be uploaded into the Techsho 

                 Application;

            (iii) For the data and other customer content to be stored on the Techsho Systems;

            (iv) For Techsho to disclose the Data and other Customer Content to third parties as    

                   contemplated or permitted by this Agreement; and

             (v) To otherwise access and use the Techsho Application as contemplated by this

                   agreement;

(d)  Ensuring that all Authorised Users enter into and comply with the User Terms;

(e)  Ensuring all Data and other customer content is complete, current, accurate, and not misleading and does not infringe the intellectual property rights of any third party;

(f)   ensuring that the use of the Techsho Application by the customer and each of its Authorised Users and the uploading and storage of the data and other customer content complies with all applicable laws, regulations, or codes of conduct and any other applicable privacy laws;

(g)  Satisfying itself that the Techsho Application is compatible with its hardware, software, and internet, and network capabilities and maintaining all hardware, software, third party applications, and other technology necessary to be able to access and use the Techsho Application;

(h)  Ensuring that it maintains backup or alternate systems for use if the Techsho Application is unavailable or is otherwise unable to be used by the customer;

(i)   Ensuring no unacceptable content is uploaded to the Techsho Application or stored in the Techsho Systems;

(j)   Ensuring that all Authorised Users are properly trained regarding the use of the Techsho Application;

(k)  Ensuring that each authorised user has all licenses, certifications, authorizations, permissions, or other approvals required to be able to access and use the Techsho Application; and

(l)   Any acts or omissions committed by the Authorised Users or the other employees, officers, contractors, or representatives of the customer or any of its related parties in relation to the Techsho Application.

7.2  Customer obligations

The Customer must, and must ensure that each authorised User:  

(a)  Access and use to the Techsho Application is only for the customer’s internal business purposes and, in the case of an authorised user, that authorised user’s own personal and internal business purposes;

(b)  Only use and copy the Techsho User Documentation to the extent necessary to use the Techsho Application and receive the Subscription Services;

(c)  Providing all cooperation, assistance, system access, and other inputs or assistance reasonably requested by Techsho in relation to the provision of the Subscription Services or any Additional Services;

(d)  Comply with all policies regarding the use of the Techsho Application which Techsho notifies the customer. Notification may be provided by Techsho making the relevant policies accessible via the Techsho Website;

(e)  Not use the Techsho Application in any way or for any purpose other than as contemplated by this agreement and must not use the Techsho Application in any manner which, in Techsho’s reasonably held opinion, is unreasonable, threatening, or abusive;

(f)   Comply with the Privacy Acts and any other privacy laws, regulations, and codes when using the Techsho Application or doing anything permitted by, or in connection with, this Agreement;

(g)  Not modify, adapt, translate, reverse engineer, decompile, disassemble or copy all or any part of the Techsho Application;

(h)  Not attempt to circumvent or break any encryption, decryption or other security device or technological protection measure contained in the Techsho Application;

(i)   Not upload to the Techsho Application any viruses, bugs, worms, trojan horses, harmful codes, or any other form of defect or contaminant which could cause temporary or permanent damage to or will otherwise impair or harm or cause the malfunction of the Techsho Application or the software or hardware of Techsho or any third party;

(j)   Not distribute any part of the Techsho Application, Techsho User Documentation, or Subscription Services for commercial purposes or otherwise sub-license or resell the Techsho Aps, Techsho User Documentation, or Subscription Services;

(k)  Not create derivative works from all or any part of the Techsho Application;

(l)   Not transfer, assign, rent, lease, lend, sell or otherwise dispose of all or any part of the Techsho Application or any compilation derived from the Techsho Application;

(m) Not make any part of the Techsho Application publicly available;

(n)  Obtain from any individual whose personal information (as that term is defined in the Privacy Act 2005, is to be uploaded to the Techsho Application by or on behalf of the customer (including byTechsho), the consent of that individual to the relevant uploading, use, storage and disclosure of their personal information; and

(o)  Not permit any person other than the Authorised Users to use the TechshoApplication and ensure that those Authorised Users, in using the Techsho Application, comply with the terms and conditions of this Agreement as if they were the Customer.                                                                                                                    

8. Data and Customer Content

8.1 Accuracy of Data and Customer Content            

(a)  The Customer acknowledges and agrees that:

                     (i)        where any Data or other Customer Content is required to be provided to Techsho before Techsho can proceed with or complete the provision of the Subscription Services, the Customer must ensure that such Data and other Customer Content is supplied or made available to Techsho within a reasonable time to enable Techsho to deliver the Subscription Services;

                    (ii)        Techsho may disclose Data and other Customer Content to Government Authorities or other third parties to seek to verify the accuracy of the relevant Data and other Customer Content (where such disclosure is necessary for the provision of the Subscription Services)and the Customer consents, and must procure the consent of all Authorised Users, to all such disclosures; and

                   (iii)       The accuracy of any verification of Data and other Customer Content performed by Techsho using information available from any publicly available databases or systems (including databases or systems made available by Government Authorities or other third parties)will be limited to the information contained in that database or system;

                   (iv)        If Techsho believes that any Data or other Customer Content is not accurate, current, or complete then Techsho may, but is not required to, update or vary that Data or other Customer Content. The Customer acknowledges and agrees that Techsho is not liable for any loss or damage suffered by the Customer as a result of Techsho updating or varying Data or Customer Content under this clause 8.1(a);

                    (v)        The Customer acknowledges and agrees that Techsho does not control, is not responsible for, and provides no warranty as to the availability, accuracy, currency or completeness of the Data and other Customer Content or any information or Documentation that uses or is derived from the Data or other Customer Content (including any report prepared under clause 8.2(a)(ii)) or content in databases or systems made available by Government Authorities or other third parties and Techsho is not responsible for the content of the Data and other Customer Content, and

                   (vi)        The Customer must not make any claim against Techsho in respect of the Data and other Customer Content or otherwise seek to hold Techsho responsible for the provision, content, accuracy or reliability of the Data and other Customer Content.

(b)  The Customer acknowledges and agrees that the provision of the Subscription Services and Additional Services will be subject to and conditional on relevant, complete, and accurate Data being made available from the Techsho Application or otherwise being provided to Techsho.

(c)  The Customer is responsible for:

       (i)        Verifying that any Data and other Customer Content that it is able to access via 

       the Techsho Application is accurate, current,, and complete; and

       (ii)       Its use of the Data and other Customer Content.

(d)  The Customer acknowledges that the Techsho Application may provide functionality that allows the Customer to:

       (i)        Issue a record of the Documents held by a person (including Authorised 

                  Users);

       (ii)        Issue a record of the persons (including Authorised Users) who hold a 

                  specified document; and

       (iii)        Issue a record of the documents held by the Customer;

       (iv)       Allow the Customer to issue their Documents to a person (including 

        Authorised Users),

The Customer is solely responsible for any such record or Document which is issued or created by or on behalf of the Customer using the Techsho Application, including verifying the accuracy of the record or Document.

8.2 Back-ups and archiving                                      

(a)  The Customer acknowledges that:

                     (i)        Techshois under no obligation to provide backup, archiving, record-keeping or other similar services in respect of the Data and other Customer Content and the Customer is responsible for implementing and maintaining its own back up, archivin,g, record keeping and data retrieval procedures in respect of the Data and other Customer Content and any report prepared under clause 8.2(a)(ii);

                    (ii)        Techshomay, in its absolute discretion, provide the Customer with a report setting out certain Data or other Customer Content held by Techsho or otherwise stored on the Techsho Application at the date of the report; and

                   (iii)        Techsho shall not be held liable for any loss which the Customer may suffer as a result of any Data or other Customer Content that has been deleted, destroyed, or otherwise lost (including where such Data or other Customer Content is deleted by an Authorised User).

(b)  Notwithstanding clause 8.2(a), the customer acknowledges and agrees that Techsho may, after the expiry or termination of this Agreement, keep and maintain copies of the Data and other Customer Content.                                  

8.3 Availability of Data

The Customer acknowledges that:

(a)  Subject to any applicable laws,Techsho is under no obligation to delete, destroy or otherwise make unavailable any Data or other Customer Content including, without limitation, upon the expiry or termination of this Agreement; and

(b)  Techsho may make available to an Authorised User any Data and Customer Content which is linked, about, or otherwise connected to that Authorised User even after the expiry or termination of this Agreement.

9. Security of Techsho Application                                

9.1  Techsho’s obligations

Techsho will take all reasonable steps to ensure the security and safety of the Data and other Customer Content and information stored on the Techsho Systems, including by implementing and maintaining reasonable and current data protection and virus screening procedures and technologies.

9.2  Techsho’s liability

Provided Techsho complies with its obligations under clause 9.1, Techsho will not be liable for any loss suffered by the Customer which arises out of or in connection with:

(a)  any computer viruses being transferred by or obtained as a result of the use of the Techsho Application;

(b)  Any hacking into or other similar attacks on the Techsho Application or theTechsho Systems; or

(c)  Any other data security issues in respect of the Techsho Application or the Techsho Systems.

10. Updates

The Customer acknowledges that nothing in the Agreement imposes obligations on Techsho to develop, release or install for the Customer any updates, upgrades, patches, bug fixes, new releases, or new versions in respect of the Techsho Application (Updates), provided however that if Techsho does develop or release any Updates, it may require that all such Updates be used by the Customer.

11. Support

11.1  Online technical support

During the Term, where the Customer is entitled to receive Support Services as part of the Subscription Services (as detailed in clause 3.2), Techsho will, during the Support Hours, provide the Customer and its Authorised Users with technical support in relation to the use and operation of the Techsho Application. Such technical support will comprise of Techsho, during the Support Hours, receiving and responding to telephone, email, and online technical support queries submitted by the Customer or its Authorised Users.

11.2  Support procedures

To be able to receive Support Services, the customer and its Authorised Users must comply with all support procedures or directions that Techsho notifies the Customer of from time to time.

11.3  No obligations to provide other services

The Customer acknowledges that the support services described in clause 11.1 are the only technical or user support services (if any) Techsho will provide to the Customer as part of the Subscription Services.

11.4  Techsho User Documentation

The Customer must use only the most recent version of the TechshoUser Documentation provided by Techsho, and must follow Techsho instructions concerning the return or destruction of any superseded versions of the Techsho User Documentation.

12. Fees and expenses

12.1 Fees and expenses payable

During the Term, the Customer agrees to pay to Techsho the Subscription Fees for the provision of the Subscription Services. The Customer also agrees to pay any other amounts which may become payable Techsho under this Agreement including fees for Additional Services, the Set UpFees, or the Optional Usage Fees as is mutually agreed either orally, in writing, or by the act.

12.2  Payment of Fees

(a)   Techsho will issue the Customer with a tax invoice that can include items such as Set Up Fees, Subscription Fees, Optional Usage Fees, and f,ees for Additional Services payable by the Customer (Tax Invoice) in accordance with the terms of payment set out in the Proposal.

(b)   All payments must be made in USD and Techsho may charge a reasonable fee for the costs incurred by Techsho in converting any payment from the Customer to US Dollars.

(c)   Where Techsho agrees to amounts being paid by a method other than direct debit, all amounts payable by the Customer must be paid within 14 days of the date of the relevant amounts being invoiced to the Customer by Techsho.        

12.3  Failure to pay

If the Customer fails to pay any amounts due to Techsho under this Agreement (including where any payment via a Payment Facility is declined or otherwise rejected) then, without prejudice to Techsho’s other rights regarding the non-payment:

(a)  Techsho may charge the Customer interest (both before and after any judgment) on the unpaid amount at the Default Rate, which interest will accrue and be chargeable from the first day on which such amount becomes overdue until Techsho receives payment of all such amounts (including all interest) by way of cleared funds; and

(b)  Techsho may issue a notice to the Customer stating that the Tax Invoice is overdue (Overdue Notice). If Techsho does not receive payment of the relevant Fees within 14 days of the date of the Overdue Notice, Techsho may cease providing the Subscription Services and any Additional Services and may disable the Customer’s and any Authorised User’s access to the Techsho Application until the outstanding amount is paid in full (together with any interest). Techsho will not be liable for any Loss suffered by the Customer as a result of Techsho exercising its rights under this clause 12.3(a).

(c)  It is an express condition of this agreement, that the Techsho Services will be provided so long as the fees charged by Techsho are paid by the customer.

12.4  Increases to fees

(a)  Unless otherwise expressly agreed in writing by Techsho, Techsho may increase the Fees payable by the Customer once in every 12-month period by providing notice in writing to the Customer at least 14 days before the end of the then Initial Term or Further Term (as the case may be).

(b)  Any increase in the Fees notified by Techsho under clause 12.4(a) will become effective on and from the commencement of the next Further Term.

13. Unacceptable Content

13.1  Techsho can notify Customer

If Techsho reasonably believes that any unacceptable Content has been uploaded into the Techsho Application or is being stored on the Techsho Systems, Techsho may request the Customer either to remove the Unacceptable Content or disable access to the UnacceptableContent.

13.2  Techsho can take action

Techsho will have the right (but not the obligation) to remove Unacceptable Content from the Techsho Application or Techsho Systems or disable access to Unacceptable Content where the Customer has not complied with a request from Techsho under clause 13.1 within five days of the date of the request.

13.3  No obligation to monitor                

Nothing in this Agreement imposes obligations on Techsho to monitor the Techsho Application for Unacceptable Content or otherwise monitor or screen Data and other Customer Content for Unacceptable Content

14. Termination

14.1  Termination without cause

Either party may terminate this Agreement at any time and without cause by providing the other party with no less than 30 days’ written notice of termination either by email or post.

14.2  Termination with cause

(a)  Without limiting clause 14.1, Techsho may, by written notice to the Customer, terminate this Agreement with immediate effect:

         (i)        If the Customer fails to comply with any written notice issued by Techsho 

         requiring the Customer to remedy a breach, non-observance, or     

        on-performance of the Customer’s obligations under this Agreement within 7 

        days of receiving that notice from Techsho;

         (ii)       If the Customer commits a breach of this Agreement which is incapable of 

                     remedy;

         (iii)      If the Customer is the subject of an Insolvency Event; or

         (iv)       If the Customer uses the Techsho Application in any way which Techsho

                     considers may damage the reputation, brand, or goodwill of Techsho or the 

         Techsho Application.

(b)  Without limiting clause 14.1, the Customer may, by written notice to Techsho, terminate this Agreement with immediate effect in accordance with clause 22.7.

14.3  Consequences of termination

Upon termination or expiry of this Agreement taking effect:

(a)  the Customer must immediately:

          (i)       Cease using the Techsho Application;

          (ii)        Pay to Techsho all Fees, expenses, or other sums payable to Techsho 

                      under this Agreement which have accrued or are payable as at the date 

                      of termination;

          (iii)       Pay to Techsho an amount equal to the Fees which, had the Agreement 

                      not been terminated, would have been payable by the Customer to Techsho 

                      had Techsho, until the end of the then-current Term, continued to provide the 

                      same Subscription Services for the remainder of the then-current Term 

                      (provided the Customer will not be required to pay the such amount if Techsho 

                      terminates under clause 14.1);

         (iv)        Return to Techsho any Techsho User Documentation in the Customer’s 

                      possession or control; and

         (v)        Destroy any Techsho User Documentation in the Customer’s possession or 

                     control that is stored digitally; and

         (vi)        Provide Techsho with written confirmation that it has completed its obligations 

                      under this clause 14.3(a);

(b)  if Techsho terminates this Agreement under clause 14.1, Techsho must refund to the Customer any amounts paid by the Customer to Techsho in respect to the Fees which, calculated on a pro-rata basis, Techsho(acting reasonably) determines to relate to the period from the date of termination to the end of the then-current Term; and

(c)  Techsho ceases to have any obligations under this Agreement concerning the provision of Subscription Services or any Additional Services and may disconnect the Customer’s access to the Techsho Application and disable all Authentication Credentials.

14.4  Obligations continuing following termination

The termination or expiry of this Agreement does not operate to terminate any rights or obligations under this Agreement that by their nature are intended to survive termination or expiration, including the parties rights and obligations under clauses 1, 7, 14, 15, 16,18, 19, 20 and 22, and those rights or obligations remain in full force and binding on the party concerned.

15. Confidentiality

15.1  Confidentiality obligations

Where a party (Recipient) receives Confidential Information from the other party under this Agreement or otherwise in connection with the Subscription Services, the Recipient must:

(a)  Keep the Confidential Information confidential;

(b)  Subject to clause 15.2, not use, disclose or reproduce the Confidential Information for 

       any purpose other than the purposes of this Agreement; and

(c)  Establish and maintain effective security measures to safeguard Confidential Information 

      from unauthorised access, use, copying or disclosur.

15.2  Permitted disclosure

Notwithstanding clause 15.1, the Recipient may use or disclose Confidential Information to the extent necessary to:

(a)  Perform its obligations or exercise its rights under this Agreement (including, in the case 

      of Techsho, to provide the Subscription Services);

(b)  Comply with any law, the binding directive of a regulator, or a court order;

(c)  Comply with the listing rules of any securities exchange on which its securities are listed; or

(d)  Obtain professional advice in relation to matters arising under or in connection with this 

      Agreement.

15.3  Promotion and marketing

The Customer agrees that, to promote and market Techsho and the Techsho Application, Techsho is entitled to notify others of Techsho’s relationship with the Customer and Techsho’s provision of the Subscription Services and any Additional Services to the Customer.

15.4 Subsequent Confidentiality agreements

Where the customer and Techsho have entered into a separate confidentiality agreement, to this Customer Agreement, the separate confidentiality agreement will be taken to be the governing reference for the confidential obligations of the customer and Techsho.

16. Intellectual Property

16.1  Techsho’s Intellectual Property

(a)  The Customer acknowledges that nothing in this Agreement grants the Customer any ownership of or rights in respect of the Intellectual Property in the Techsho Application or any Techsho User Documentation, any Intellectual Property in any materials created as a result of the performance of the Subscription Services or the AdditionalServices or any Improvements to the Techsho Application or Techsho UserDocumentation created in connection with this Agreement.

(b)  Any Intellectual Property in respect of the Techsho Application or TechshoUser Documentation (including in any Improvements) which is created by or vests in the Customer during the Term is assigned to Techsho immediately upon the Intellectual Property being created or vesting in the Customer and the Customer agrees to do all things and execute all documents as is reasonably necessary to effect such assignment.

(c)  During the Term Techsho grants the customer a limited, non exclusiv,e and revocable license to use the Intellectual Property referred to in clause 16.1(a) solely to the extent such use is necessary for the Customer to receive the Subscription Services or Additional Services. Unless revoked earlier by Techsho, the licence granted under this clause 16.1(c) terminates immediately upon the termination or expiry of this Agreement.

16.2  Customer Intellectual Property

(a)  Techsho acknowledges that, as between Techsho and the Customer, the Customer will own all Intellectual Property in respect of the Data and Customer Content.

(b)  The Customer grants Techsho, and must procure from any Authorised User, a non-exclusive, irrevocable, royalty-free licence to reproduce and otherwise exploit the Data and Customer Content and any other relevant Intellectual Property which is owned by, or licensed to, the Customer for:

      (i)        The purposes of providing the Subscription Services and any Additional Services

      to the Customer;

      (ii)        Any purposes which Techsho considers are ancillary to its provision of the 

      Subscription Services or Additional Services or are otherwise necessary for the 

      proper operation of the Techsho Application;

      (iii)        The purposes of Techsho undertaking data analytics or other similar activities;

      (iv)        Any purposes relating to the development or improvement of the Techsho 

                   Application or the other products and services of Techsho; and

       (v)        Any other internal business purposes of Techsho, provided that Techsho agrees 

                   that it will not commercially exploit the personal information of an Authorised 

                   User (unless it is de-identified) without that Authorised User’s prior written 

                   consent.

(c)  The Customer grants Techsho a non-exclusive, royalty-free licence to reproduce and otherwise exploit any Intellectual Property which is owned by, or licensed to, the Customer (including any logos or trademarks) for Techsho promoting and marketing Techsho and the Techsho Service.                                                            

17. Personnel and subcontractors

(a)  Techsho reserves the right to determine which of its employees, agents, contractors, or other representatives will be assigned to perform the Subscription Services and to replace or reassign that personnel during the Term.

(b)  The Customer agrees and acknowledges that Techsho may subcontract the performance of any of its obligations or the exercise of any of its rights under this Agreement as Techsho considers appropriate from time to time provided that Techsho shall at all times remain responsible for all work of any subcontractors.                                                                      

18. Warranties

18.1  Warranties excluded

Subject to clauses 19.1 and 19.2, Techsho does not warrant or guarantee that:

(a)  The Techsho Service will be compatible with, or capable of being used on or in connection with, the Customer’s computer and communications systems;

(b)  The Customer’s access to the Techsho Service will be uninterrupted or error free;

(c) The TechshoService and any Data and other Customer Content will be accurate, reliabl,e or fit for any particular purpose; or

(d) The Customer will derive any particular benefits from the provision of the Subscription Services.                                                                                      

18.2  Customer’s warranty

The Customer acknowledges and warrants that:

(a)  It has relied on its own skill and judgment in the selection of the Techsho Service; and

(b)  It has satisfied itself that the Techsho Service is fit for all the purposes which the Customer requires it for.

19. Liability

19.1  Pakistan Consumer Law

If the Customer is a Consumer and Techsho supplies PDH Services to the Customer, Techsho acknowledges that the Customer may have certain rights under the Pakistan Consumer Law in respect of theConsumer Guarantees as they apply to the Services supplied by Techsho and nothing in this Agreement should be interpreted as attempting to exclude, restrict or modify the application of any such rights.

19.2 Non-PDH Services

If the Customer acquires the SubscriptionServices from Techsho as a Consumer and the relevant Subscription Services are non-PDH Services, then Techsho’s liability to the Customer in connection with any breach of the Consumer Guarantees in respect of those Subscription Services is, at Techsho’s option, to:

(a)  the supplying of the relevant services again; or

(b)  the payment of the cost of having the relevant services supplied again.

19.3  Liability capped

Subject to clauses 19.1, 19.2, and 19.5 and notwithstanding any other provision of this Agreement, the maximum aggregate liability of Techsho for any loss or claim, however ,caused or arising, suffered by the Customer in connection with this Agreement is limited to the total amount of the Fees paid by the Customer to Techsho under this Agreement during the 12 month period prior to the Customer first notifying Techsho of the relevant Loss or claim. The limitation set out in this clause 19.3 is an aggregate limit for all claims or Loss, whenever made.

19.4  Commencement of claims

Any claim by the Customer against Techsho for Loss however caused or suffered by the Customer in connection with this agreement must be made within 365 days of the Customer becoming entitled to make the claim and any claim not made within this period is absolutely barred.    

19.5  Consequential Loss

Neither party will be liable for any Consequential Loss (however caused) suffered or incurred by the other party in connection with this Agreement. This clause applies even if the party knew or ought to have known that the relevant Consequential Loss would be suffered. For the avoidance of doubt, nothing in this clause 19.5 applies to or limits the obligations of the Customer in relation to payment of Fees.

20. Indemnity

The Customer must indemnify and keep Techsho indemnified against any Loss which arises directly or indirectly out of:

(a)  Any breach of this Agreement by the Customer including any breach in respect of which Techsho exercises a right to terminate;

(b) The Customer, its Authorised Users, or any other person in any way accessing or using the Techsho Service;

(c)  any Unacceptable Content being uploaded into the Techsho Application or stored on the Techsho Systems;

(d)  Any failure by the Customer to obtain any consent, authorization, permit, or approval required for Techsho to provide the Subscription Services, including rights to use the Techsho Service, Data and other Customer Content;

(e)  The uploading of the Data and other Customer Content into the Techsho Application, storage of any Data and other Customer Content on the Techsho Systems, or use of the Techsho Service by the Customer or its Authorised Users which does not comply with privacy or other laws of any applicable jurisdiction;

(f)   The Data and other CustomerContent being stored or displayed on the Techsho Application;

(g)  The Customer infringing the Intellectual Property of a third party (including any Authorised User); or

(h)  Any negligent or unlawful acts of the Customer or any of its related parties or their respective Authorised Users, employees, officers, contractors, or representatives, except to the extent the relevant Loss arises as a direct result of any breach of this Agreement by Techsho or any negligent or unlawful act of Techsho or any of its personnel.

21. GST

21.1  Definitions and interpretation

Words and expressions used in this clause 21 which are not defined in this Agreement, but which are defined in the GST (Goods and Services Tax) in accordance to Federal Board of Revenue(Government of Pakistan), have the meaning given to them in the GST FBR.

21.2  Consideration does not include GST

The consideration for any supply made under or in connection with this Agreement does not include an amount for GST, unless it is expressly stated in this Agreement to be inclusive of GST or all taxes..

21.3  Recovery of GST

If GST is or becomes payable on any supply made under or in connection with this Agreement (not being a supply for which the consideration is expressly stated in this Agreement to be inclusive of GST), the party required to provide the consideration for the supply must pay, in addition to and at the same time as the consideration is provided, an amount equal to the amount of GST on the supply.

21.4  Adjustment of the amount recovered for GST

If the amount for GST recovered by a party under this clause 21 differs from the amount of GST payable by the party or its representative member on the supply, the amount of the difference must be paid to or refunded by the party (as the case requires).

21.5 Reimbursement or Indemnity Payments                              

If a party is required under this Agreement to reimburse or indemnify another party for any amount incurred by the other party, the amount to be reimbursed or paid by the party will be the amount incurred reduced by an amount equal to any input tax credit that the other party or its representative member is entitled to claim for the amount incurred and increased by the amount of any GST payable in respect of the reimbursement or payment.

22. General provisions

22.1  Governing law

This Agreement will be construed and interpreted in accordance with the laws of the state or country of the Customer in tanden with the laws of Pakistan, and each party submits to the non-exclusive jurisdiction of courts of that jurisdiction.

22.2  Assignment

The Customer may not assign or otherwise deal with any of its rights or obligations under this Agreement without the prior written consent of Techsho. Techsho may assign, nominate or otherwise deal with its rights under this Agreement at any time effective immediately upon Techsho notifying the Customer of the assignment or novation.

22.3  Entire Agreement

This Agreement constitutes the entire Agreement between the parties concerning its subject matter and supersedes all previous communications, representations, inducements, undertakings, agreements, or arrangements between the parties or their respective officers, employees or agents.

22.4  Relationship between parties

This agreement does not create a relationship of employment, agency, partnership, or joint venture between the parties.

22.5  Force Majeure

(a)  If a party is prevented, hindered, or delayed from performing its obligations under this Agreement by a Force Majeure Event, then as long as that situation continues, that party will be excused from performance of the obligation to the extent it is so prevented, hindered or delayed, and the time for performance of the obligation will be extended accordingly.

(b)  If a party is affected by a Force Majeure Event it will immediately give the other party notice of its occurrence and its effect or likely effect, and use all reasonable endeavors to minimise the effect of the Force Majeure Event and to bring it to an end.

(c)  This clause 22.5 does not apply to any obligation of the Customer to pay the Fees or other amounts payable to Techsho under this Agreement.

22.6  Waiver

No failure to exercise or delay in exercising any right given by or under this Agreement to a party constitutes a waiver and the party may still exercise that right in the future.

22.7  Variation

(a)  Techsho may vary this Agreement by providing written notice to the Customer of the variation and such variation shall become effective from the date upon which the Customer agrees to the variation.

(b)  The Customer acknowledges and agrees that:

            (i)        Until the Customer confirms that it agrees to the variation, Techsho may 

                       suspend the provision of Subscription Services to the Customer and/or may 

                       suspend the Customer’s access to the Techsho Service; and

           (ii)        If the Customer does not agree to a variation, it can terminate this Agreement 

                       by providing notice under clause 2 or 14.1.

22.8 Severability                  

If any provision of this Agreement is invalid or not enforceable in accordance with its terms in any jurisdiction, it is to be read down, if possible, to be valid and enforceable and will otherwise be capable of being severed to the extent of the invalidity or unenforceability without affecting the remaining provisions of this Agreement or affecting the validity or enforceability of that provision in any other jurisdiction.

Note:

The general terms and conditions and privacy policy of Techsho(SMC) Private Limited can be changed at any time and shall be updated at www.techsho.info/terms & www.techsho.info/privacy.