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Website Privacy Notice

1. Introduction and Acceptance

These Terms and Conditions ("Terms") govern the relationship between Ideolon, a business registered in India under GSTIN 24AEMPU0518D1ZO, having its registered office at A-1006 & B-1006, Sankalp Iconic Tower, Opposite Shital Gharana, Iskcon-Ambli Road, Ahmedabad 380058, Gujarat, India (hereinafter "Ideolon", "we", "us", or "our") and any individual or legal entity ("Client", "User", or "you") that accesses our website [www.ideolon.com] (the "Website"), creates an account, requests a quotation, or uses any of the services we offer.

By accessing the Website, creating an account, signing a service agreement, or otherwise engaging our services, you confirm that you have read, understood, and agree to be bound by these Terms. If you do not agree, you must not use the Website or our services.

These Terms apply in addition to any specific written agreement signed between the parties (a "Service Agreement"). In the event of conflict, the Service Agreement prevails over these Terms.

Our services are intended exclusively for business and professional use. By accepting these Terms, you confirm you are entering into them in the course of your trade, business, or profession, and not as a consumer.

2. Definitions

For the purposes of these Terms:

    • "Affiliate" means any entity that directly or indirectly controls, is controlled by, or is under common control with a party, where "control" means ownership of more than 50% of the voting shares or equivalent decision-making rights.
    • "Audit Report" means any written report, certificate, or assessment delivered by us as part of the Services.
    • "Client Materials" means any documents, data, information, or materials provided by the Client to us for the purposes of the Services.
    • "Confidential Information" has the meaning set out in Section 13.
    • "Deliverables" means any reports, documents, recommendations, or other materials produced by us under a Service Agreement.
    • "Services" means the services described in Section 3 and any related services agreed in writing.

3. Scope of Services

We provide professional services that may include, without limitation:

    • Supplier and third-party audits (including GxP, GMP, GDP, GCP, GLP, GVP, ISO and equivalent standards);
    • Quality assurance consulting and regulatory compliance support;
    • Mock inspections, gap analyses, and pre-approval inspection readiness;
    • CAPA (Corrective and Preventive Action) tracking and follow-up;
    • Training, advisory, and other ancillary services agreed between the parties.

The specific scope, timeline, deliverables, and fees for any engagement will be set out in a written Service Agreement, proposal, or statement of work signed by both parties. We perform our Services using qualified personnel and subcontracted auditors who have signed appropriate confidentiality, independence, and conflict-of-interest declarations. Our reports reflect findings based on the information made available and reasonable sampling techniques; they are not a guarantee that an audited entity will continue to meet any particular standard at all times.

4. Use of the Website and Account Registration

You may browse parts of our Website without registering. Certain features (such as requesting a quotation, accessing reports, or managing audits) require an account.

When registering, you agree to:

    • (a) provide accurate, current, and complete information;
    • (b) keep your login credentials confidential and not share them with any third party;
    • (c) be solely responsible for all activity conducted under your account;
    • (d) notify us immediately of any unauthorized access or suspected breach.

We reserve the right to suspend or terminate any account that we reasonably believe is being used in breach of these Terms, applicable law, or for fraudulent purposes.

You agree not to:

    • use the Website or Services for any unlawful purpose;
    • attempt to gain unauthorized access to any portion of the Website, our servers, or related infrastructure;
    • use automated tools, bots, scrapers, or any similar means to extract data from the Website without our prior written consent;
    • reverse engineer, decompile, or otherwise attempt to derive source code of any underlying software;
    • upload or transmit malicious code, viruses, or any harmful content.

5. Formation of Contract

A binding contract for Services is formed only when:

    • (a) we issue a written quotation, proposal, or Service Agreement; and
    • (b) you accept it in writing (including by electronic signature, email confirmation, or by signing the Service Agreement).

Any orders, purchase orders, or terms issued by the Client that conflict with these Terms or our Service Agreement shall not apply unless we expressly accept them in writing.

6. Fees, Invoicing, and Payment

Fees for the Services are set out in the applicable Service Agreement or quotation. Unless otherwise stated:

    • All fees are quoted exclusive of GST and any other applicable taxes, duties, or levies, which shall be borne by the Client;
    • Invoices are payable within thirty (30) days of the invoice date;
    • Payments are to be made in the currency specified in the invoice, by bank transfer to the account designated by us;
    • Late payments will accrue interest at the rate of 1.5% per month (or the maximum rate permitted by applicable Indian law, whichever is lower), calculated from the due date until the date of full payment;
    • We reserve the right to suspend Services or withhold Deliverables in the event of overdue payment;
    • The Client is not entitled to withhold payment or set off any amount unless the counterclaim is undisputed by us or has been confirmed by a final court judgment.

    Travel expenses, accommodation, and on-site costs are either included in the agreed fee or invoiced separately as specified in the Service Agreement.

7. Performance, Cooperation, and Subcontracting

We will perform the Services with reasonable skill and care, in line with applicable professional standards and the agreed timeline.

The Client agrees to:

    • provide all necessary information, documentation, and access in good time;
    • ensure that any third parties (including audited suppliers) cooperate as required;
    • promptly respond to reasonable requests from us during the engagement.

    Any delays caused by the Client or by third parties outside our reasonable control shall not constitute a breach by us, and may result in an adjustment of the timeline and/or fees.
    We may subcontract any part of the Services to qualified Affiliates or independent auditors. We remain fully responsible for any work subcontracted under this clause.

8. Deliverables and Intended Use

Reports and other Deliverables are prepared exclusively for the Client and for the purpose set out in the Service Agreement.

The Client may use the Deliverables for its own internal business purposes and may share them with:

      • regulatory authorities, when legally required;
      • its own Affiliates, professional advisors, and auditors, provided they are bound by equivalent confidentiality obligations;
      • its qualified persons or marketing authorization holders, as required for compliance.

      Any other disclosure or use (including sharing with the audited entity's competitors, publication, or commercial resale) requires our prior written consent and may be subject to additional fees.

      Audit findings are based on observations made at the time of the audit and on the information made available. They do not constitute a warranty of ongoing compliance and should not be the sole basis for any commercial, regulatory, or risk decision. The Client is solely responsible for interpreting and acting on the Deliverables.

9. Term and Termination

The Service Agreement remains in force for the term stated in it. In the absence of a stated term, the agreement applies for the duration of the specific engagement.

Either party may terminate the Service Agreement:

    • (a) for material breach by the other party that is not remedied within thirty (30) days of written notice;
    • (b) immediately if the other party becomes insolvent, enters administration, liquidation, or any analogous proceeding;
    • (c) immediately in the event of a breach of confidentiality, compliance, or sanctions obligations as described in these Terms.

Termination does not affect any rights or obligations accrued prior to termination, including the Client's obligation to pay for Services rendered. Clauses that by their nature are intended to survive (including those on confidentiality, intellectual property, liability, governing law, and indemnification) shall continue in force after termination.

10. Warranties and Disclaimers

We warrant that the Services will be performed with reasonable care and skill by appropriately qualified personnel.

Except as expressly stated in these Terms or in a Service Agreement, we make no warranties, whether express or implied, including any implied warranties of merchantability, fitness for a particular purpose, or non-infringement. In particular, we do not warrant:

    • that audit findings will be accepted by any regulatory authority or third party;
    • the ongoing compliance status of any audited entity beyond the date of the audit;
    • the continuous availability, accuracy, or completeness of content on the Website;
    • that the Website or any online platform will be free from interruptions, errors, or security incidents.

We expressly reserve the right to modify, suspend, or discontinue any feature of the Website or any non-contracted service without prior notice.

11. Limitation of Liability

To the maximum extent permitted by applicable law:

(a) Neither party shall be liable for any indirect, incidental, consequential, special, or punitive damages, or for any loss of profits, revenue, goodwill, business opportunity, data, or anticipated savings, even if advised of the possibility of such damages.

(b) Our total aggregate liability arising out of or in connection with these Terms and any related Service Agreement, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall not exceed the total fees paid by the Client to us in the twelve (12) months preceding the event giving rise to the claim.

(c) Nothing in these Terms limits or excludes any liability that cannot be limited or excluded by applicable law, including liability for death or personal injury caused by negligence, fraud, fraudulent misrepresentation, or wilful misconduct.

(d) We shall not be liable for any failure or delay in performance caused by events beyond our reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, civil unrest, strikes, pandemics, government action, internet or telecommunication failures, or cyber-attacks ("Force Majeure").

(e) We are not liable for losses arising from the Client's own actions, inaction, misuse, misinterpretation, or unauthorized disclosure of Deliverables.

12. Indemnification

The Client shall indemnify, defend, and hold harmless Ideolon, its Affiliates, directors, officers, employees, and subcontractors from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable legal fees) arising out of or in connection with:

    • (a) the Client's breach of these Terms or any Service Agreement;
    • (b) the Client's unauthorized use or disclosure of any Deliverable or Confidential Information;
    • (c) any claim by a third party (including an audited entity) arising from the Client's actions, omissions, or breach of applicable law;
    • (d) any breach of intellectual property rights by the Client.

13. Confidentiality

Each party ("Receiving Party") agrees to keep confidential all non-public information disclosed to it by the other party ("Disclosing Party") in connection with the Services ("Confidential Information"), including without limitation: the contents of any Service Agreement, audit reports, business plans, customer and supplier data, technical and commercial information, and any information marked or reasonably understood to be confidential.

The Receiving Party shall:

    • (a) use Confidential Information solely for the purpose of performing its obligations or exercising its rights under these Terms;
    • (b) protect it with at least the same degree of care it uses for its own confidential information, and in any event with no less than reasonable care;
    • (c) limit disclosure to employees, Affiliates, and professional advisors who need to know and who are bound by equivalent confidentiality obligations.

Confidentiality obligations do not apply to information that:

    • is or becomes public through no fault of the Receiving Party;
    • was already known to the Receiving Party before disclosure, without confidentiality obligations;
    • is independently developed without use of or reference to the Confidential Information;
    • is required to be disclosed by law, regulation, or court order, provided the Disclosing Party is notified in advance where lawful and practicable.

The confidentiality obligations in this Section shall survive termination of the relationship for a period of seven (7) years.

14. Intellectual Property

All intellectual property rights in the Website, our methodologies, templates, software, audit frameworks, training materials, trademarks, logos, and any pre-existing materials remain our exclusive property (or that of our licensors).

Subject to full payment of the agreed fees, we grant the Client a non-exclusive, non-transferable, non-sublicensable, worldwide license to use the Deliverables solely for its own internal business purposes as described in Section 8.

Nothing in these Terms transfers ownership of any intellectual property to the Client. The Client may not remove or alter any copyright, trademark, or proprietary notices on any Deliverable.

The Client grants Ideolon a non-exclusive, royalty-free, worldwide license to use the Client's name and logo solely to identify the Client as a customer in our marketing and reference materials, subject to the Client's right to withdraw such consent on reasonable written notice.

15. Data Protection

We process personal data in accordance with applicable data protection laws, including the Digital Personal Data Protection Act, 2023 (DPDP Act) of India and, where applicable to our international clients, the EU General Data Protection Regulation (GDPR) and UK GDPR. Our processing of personal data is described in our Privacy Policy, available at [www.ideolon.com/privacy].

Where we process personal data on behalf of the Client as a data processor, the parties shall enter into a separate Data Processing Agreement (DPA) as required by applicable law.

The Client warrants that any personal data it transfers to us has been collected lawfully and that it has obtained all necessary consents and provided all required notices to data subjects.

16. Compliance, Anti-Bribery, and Sanctions

Each party warrants that it will:

(a) comply with all applicable laws and regulations relevant to its business, including the Indian Prevention of Corruption Act, 1988, the Prevention of Money Laundering Act, 2002, anti-bribery, anti-corruption, anti-money laundering, anti-modern-slavery, fair competition, and trade sanctions laws;

(b) not engage in any conduct that would cause the other party to be in breach of such laws.

The Client confirms that neither it, nor any of its directors, beneficial owners, or affiliates, is subject to sanctions imposed by the United Nations, the European Union, the United Kingdom, the United States (including OFAC), or any other applicable authority.

The Client shall not use our Services in or in connection with any country, region, or party subject to comprehensive sanctions, including but not limited to North Korea, Iran, Syria, Cuba, Crimea, and the non-government-controlled regions of Ukraine, where such use would breach applicable sanctions.

Any breach of this Section shall constitute a material breach entitling us to terminate the Service Agreement with immediate effect, without prejudice to any other remedies.

17. Force Majeure

Neither party shall be liable for any delay or failure to perform any obligation under these Terms (other than payment obligations) to the extent caused by Force Majeure (as defined in Section 11(d)). The affected party shall promptly notify the other and use reasonable efforts to mitigate the impact. If a Force Majeure event continues for more than ninety (90) days, either party may terminate the affected Service Agreement with written notice.

18. Governing Law and Jurisdiction

These Terms and any Service Agreement, and any dispute or claim arising out of or in connection with them, shall be governed by and construed in accordance with the laws of India, without regard to its conflict-of-laws principles. The UN Convention on Contracts for the International Sale of Goods (CISG) shall not apply.

The parties shall first attempt to resolve any dispute amicably through good-faith negotiation. If a dispute is not resolved within thirty (30) days, it shall be referred to and finally resolved by arbitration in accordance with the Arbitration and Conciliation Act, 1996 of India. The seat and venue of arbitration shall be Ahmedabad, Gujarat, India, the language shall be English, and the tribunal shall consist of a sole arbitrator mutually appointed by the parties.

Subject to the arbitration clause above, the courts at Ahmedabad, Gujarat, India shall have exclusive jurisdiction over any matter not subject to arbitration. Ideolon reserves the right to bring proceedings against the Client at its place of business where necessary to protect its interests.

19. Miscellaneous

19.1 Entire Agreement. These Terms, together with the applicable Service Agreement and any documents expressly referred to in them, constitute the entire agreement between the parties on the subject matter and supersede all prior representations, communications, and agreements.

19.2 Amendments. We may update these Terms from time to time. Material changes will be notified to active Clients at least fifteen (15) days before they take effect. Continued use of the Services after the effective date constitutes acceptance of the revised Terms.

19.3 Assignment. Neither party may assign or transfer its rights or obligations under these Terms without the other party's prior written consent, except that Ideolon may assign to an Affiliate or to a successor in connection with a merger, acquisition, or sale of all or substantially all of its assets.

19.4 No Waiver. A failure or delay in exercising any right or remedy under these Terms shall not constitute a waiver of that right or remedy.

19.5 Severability. If any provision of these Terms is found to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force, and the invalid provision shall be replaced by one that most closely reflects the original intent within the limits of applicable law.

19.6 Notices. Any notice required under these Terms shall be in writing and sent by email to sanjay.u@ideolon.com (for notices to Ideolon) or to the email address registered by the Client on its account.

19.7 Electronic Signatures. The parties agree that electronic signatures and scanned signed copies exchanged by email are legally binding and have the same effect as original wet-ink signatures, in accordance with the Information Technology Act, 2000 of India.

19.8 No Partnership. Nothing in these Terms creates a partnership, agency, joint venture, or employment relationship between the parties.

19.9 Third-Party Rights. A person who is not a party to these Terms shall have no right to enforce any of its provisions.

19.10 Language. These Terms are drafted in English. Any translation is provided for convenience only, and the English version shall prevail in case of inconsistency.

20. Contact

For any questions about these Terms, please contact:

Ideolon

A-1006 & B-1006, Sankalp Iconic Tower,

Opposite Shital Gharana, Iskcon-Ambli Road,

Ahmedabad 380058, Gujarat, India

GSTIN: 24AEMPU0518D1ZO

Email: sanjay.u@ideolon.com

Phone: +91 79-46043790

Website: www.ideolon.com

By using our Website or engaging our Services, you acknowledge that you have read, understood, and agreed to these Terms and Conditions.