Terms of Service

STITCH OPTECH PVT LTD Terms of Service. Effective day 1st July 2024

These Terms of Service (“Terms”) constitute a legal agreement between the Customer (“User”, “You”, “Your” or “the Customer”) and STITCH Optech Private Limited (“Company”, “We”, “Us”, or “Our”). The following Terms govern the Customer access to and use of the Stitch’ Services.

By accessing or using Stitch, the Customer agrees to be bound by these Terms. If the Customer is using Stitch on behalf of an organisation, the Customer represents and warrants that the Customer has the authority to bind that organisation to these Terms. In that case, “the Customer” and “User” will also refer to that organisation.

1. Provision of Services

1.1 Services Overview: Stitch provides a cloud-based MES solution that allows manufacturing entities to track, schedule, and analyse their operations effectively and efficiently.

1.2 Accessibility: Subject to these Terms, the Company shall provide the User with access to Stitch via the Internet and through their Server during the term of this agreement.

2. Definitions

For the purposes of this Agreement, the following terms are defined as follows:

2.1 “Agreement” refers to these Terms of Service, including all schedules, appendices, and exhibits attached to or referenced herein.

2.2 “Order” For the purposes of this Agreement, an “Order” is defined as an order document or other similar document (including but not limited to an online order form) that details the Services being provided hereunder and the applicable Fees to be paid by the Customer to Stitch. The Order may also provide details regarding the service level terms (if any). In the event of a conflict between the Order and the Terms of Service, the Order will prevail.

2.3 “Company” refers to Stitch Optech Private Limited, and any of its affiliates, subsidiaries, or designated agents.

2.4 “Confidential Information” includes any proprietary data, trade secrets, and any other information disclosed by either party during this Agreement that is not publicly known and is to be kept confidential, and as comprehensively defined under Clause 8.1.

2.5 “Data” means all electronic data or information submitted by the Customer to the Service.

2.6 “Effective Date” refers to the date as written in the Order document.

2.7 “Service” or “Stitch MES” refers to the manufacturing execution system software provided as a service by the Company that includes all associated software, hardware, databases, interfaces, associated media, documentation, updates, new releases, and other components or materials provided therewith.

2.8 “Customer” refers to the Customer, the individual, or the entity on whose behalf the Customer agrees to these Terms of Service, and who is authorised to use the Service subject to these Terms.

2.9 “Subscription Period” means the duration for which the subscription to the Service is active as specified in the Order document.

2.10 “User Data” means all electronic data or information submitted by the Customer to the Service.

3. Data Management and Security

3.1 Data Security: The Company commits to maintaining industry-standard security measures, including physical, administrative, and technical safeguards, to protect the integrity and confidentiality of User data.

3.2 Confidentiality of Server Information: Details regarding the physical and technical architecture of the servers, including but not limited to their location, specifications, and security protocols, are considered confidential information of the Company.

4. Use of Data

4.1 Data Analytics: The Company may use anonymized and derived data  from the User’s data for purposes of operational improvement, service enhancement, and development of new functionalities. Such use will not disclose the identity or confidential information of the User.

4.2 Data Handling Compliance: The Company shall comply with applicable data protection laws in handling User data.

5. Limitations of Liability

5.1 In the dynamic and unpredictable nature of our operations, situations may arise that are beyond our reasonable ability to control. These situations include, but are not limited to, natural events, disruptions caused by human activity, governmental actions, and technological barriers. In such cases, the Company endeavours to act responsibly but cannot guarantee the security of data against all such unforeseeable breaches.

5.2 Despite our commitment to maintaining data integrity, disruptions in network or system operations that are out of our operational control may impact our ability to store or maintain data. The Company prioritises restoring services and safeguarding data but acknowledges the limitations imposed by external dependencies.

5.3 The security of data is a shared responsibility. While we implement robust protective measures, the effectiveness of these measures may also depend on actions or omissions by the User or designated third parties. The Company is committed to partnering with the users to enhance security but recognises that some risks are inherent in any data storage or transmission.

5.4 The nature of our liability is such that it is designed to be commensurate with our level of direct control and influence. As such, we do not take on liability for indirect, incidental, or other forms of consequential damages that could include, but are not limited to, loss of profits or goodwill.

5.5 Should there arise any liabilities directly attributable to our services, such liabilities shall not exceed 10% of the total amount paid by the Customer to the Company within the last 12 months prior to the incident.

6. Payment Terms

6.1 Payment Conditions: Specific payment terms, including fees, billing, and payment schedules, shall be informed on a client-by-client basis and detailed in a separate agreement and/or the Order Document specific to each User.

7. Compliance with Privacy Laws

7.1 Privacy Compliance: The Company commits to compliance with all applicable privacy laws and regulations relevant to its operations, including the GDPR for users in the European Union and applicable local laws in India and other jurisdictions.

8. Confidentiality Obligations

8.1 Confidential Information: “Confidential Information” refers to all information disclosed by either party to the other, whether orally, in writing, or electronically, before or after the acceptance of these Terms, that is designated as confidential or that reasonably should be considered confidential given the nature of the information and the circumstances of disclosure. This includes, but is not limited to:

8.2 Protection of Confidential Information : Each party shall use the Confidential Information solely for the purpose of fulfilling its contractual duties under this Agreement and shall not disclose such information to any third party without the prior written consent of the disclosing party, except as otherwise provided herein. The Company commits to employing commercially reasonable physical, technical, and administrative measures to protect Confidential Information against unauthorised access, use, modification, disclosure, or destruction.

8.3 Exceptions: Confidential Information does not include information that: Is or becomes publicly known through no fault of the receiving party. Is received from a third party without breach of any confidentiality obligations. Is independently developed by the receiving party without use of or reliance on the disclosing party’s Confidential Information.

8.4 Disclosures Required by Law : 

8.5 Return or Destruction of Confidential Information: Upon termination or upon the disclosing party’s request at any time during the term, the receiving party shall promptly return or destroy all documents and other materials representing the disclosing party’s Confidential Information. If destroyed, the receiving party shall provide a written notification of such destruction.

9. Indemnification

9.1 Indemnification by Customer: Customer  agree to indemnify, defend, and hold harmless the Company, its affiliates, officers, directors, employees, consultants, agents, and representatives from any and all third party claims, losses, liability, damages, and/or costs (including reasonable attorney fees and costs) arising from the Customer access to or use of Stitch, the Customer violation of these Terms of Service, or the Customer infringement, or infringement by any other user of the Customer account, of any intellectual property or other right of any person or entity. We will notify the Customer promptly of any such claim, loss, liability, or demand, and will provide the Customer with reasonable assistance, at the Customer expense, in defending any such claim, loss, liability, damage, or cost.

9.2 Indemnification by the Company: The Company agrees to indemnify, defend, and hold harmless Customer and its affiliates, officers, directors, employees, consultants, agents, and representatives from any and all third party claims, losses, liability, damages, and/or costs (including reasonable attorney fees and costs) arising from the Company’s violation of these Terms, the Company’s violation of applicable laws, or the Company’s infringement of any intellectual property or other right of any person or entity. We will notify the Customer promptly of any such claim, loss, liability, or demand, and will provide the Customer with reasonable assistance, at our expense, in defending any such claim, loss, liability, damage, or cost.

9.3 Procedure for Indemnification: In the event of a potential indemnity obligation under this clause, the indemnified party shall provide the indemnifying party with prompt written notice of the claim and cooperate with the indemnifying party in defending the claim. The indemnifying party will have full control and authority over the defence, except that: (1) any settlement requiring the indemnified party to admit liability or to pay any money will require that party’s prior written consent, which shall not be unreasonably withheld or delayed; and (2) the indemnified party may join in the defence with its own counsel at its own expense.

9.4 Customer acknowledges that the Company will suffer irreparable harm in the event of the Customer’s breach of confidentiality, non-use, or other obligations under these Terms. Therefore, in addition to any other remedies available at law or in equity, Stitch is entitled to seek injunctive relief or any other equitable remedies without the requirement for posting a bond, in the event of any actual or threatened violation of such obligations by the Customer.

10. Representation and Warranties

10.1 Each party represents and warrants that it has the legal power and authority to enter into this Agreement. Each party warrants that it will comply with all laws and regulations applicable to its provision, or use, of the Service, as applicable.

10.2 Stitch represents and warrants that it will provide service in a manner consistent with general industry standards reasonably applicable to the provision thereof and that the service will perform substantially in accordance with the normal use and circumstances.

10.3 Customer  warrant that it has the right to use, and to authorise Stitch to use, all User Data that is provided by Customer in connection with the Service. Customers further warrant that they have not falsely identified themselves nor provided any false information to gain access to the Service.

10.4 Customers understand and agree that the use of this platform is Customer’s sole risk. Except as expressly provided herein, the Service is provided “as-is,” and Stitch makes no additional representation or warranty of any kind, whether express, implied, statutory, or otherwise, including without limitation warranties of merchant ability, fitness for a particular purpose, or non-infringement. Stitch does not warrant that the operation of the Service will be error-free or uninterrupted. The warranties provided hereunder are solely for Customer’s benefit and may not be transferred to any third party.

11. Term and Termination

11.1 Term: The term of this Agreement commences on the Effective Date and continues for the duration specified in the Order Document, unless terminated earlier under the provisions of this Section. Unless otherwise specified, subscriptions automatically renew for additional periods equal to the expiring subscription term.

11.2 Termination for Cause: Either party may terminate this Agreement for cause: (i) upon 30 days written notice to the other party of a material breach if such breach remains uncured at the end of such period; or (ii) if the other party becomes subject to bankruptcy or any proceeding related to insolvency, receivership, liquidation, or assignment for the benefit of creditors.

11.3 Termination by Stitch: Stitch may terminate this Agreement immediately upon providing written notice if the Customer: (i) engages in any agreement with creditors without authorisation from Stitch or undertakes steps for its winding up (excluding actions for bona fide reconstruction); (ii) is reasonably suspected of engaging in illegal practices or acts prejudicial to the interests of Stitch; (iii) has reasonable grounds to suspect that it commits fraudulent, dishonest conduct, or any other action that breaches the integrity of the Service; (iv) provides false statements or misrepresents facts in breach of representations and warranties under this Agreement; (v) ceases or indicates an intention to cease conducting business.

11.4 Termination for Convenience Company may terminate this Agreement at its sole discretion without providing any reasons by giving at least 30 days prior written notice to the Customer.

11.5 Refund: Upon termination for cause by the Customer, Company shall refund any prepaid fees covering the unused portion of the subscription term. If Company terminates for cause, the Customer must fulfil all outstanding payments due to Company. Termination by the Customer under conditions other than those described in Section 11.2 will not obligate the Company to refund any fees paid by the Customer.

11.6 Retrieval of Customer Data: Upon the Customer’s written request made on or prior to the expiration or termination of this Agreement, Company will provide the Customer limited access to the Service for up to thirty (30) days at no additional cost, solely for the purpose of retrieving Customer Data. After this period and barring legal obligations, the Company is not required to maintain or provide any Customer Data and may, unless legally prohibited, delete all Customer Data. Company is not required to remove copies of Customer Data from its backup media and servers until such copies are scheduled for deletion.

12. General Provisions

12.1 Force Majeure: The Company shall not be liable for any delay or failure to perform any of its obligations under this Agreement due to causes beyond its reasonable control, including but not limited to acts of God, war, riots, acts of civil or military authorities, fire, floods, accidents, strikes, or shortages of transportation facilities, fuel, energy, labour or materials.

12.2 Severability: If any provision of this Agreement is held by a court/Tribunal/Authority of competent jurisdiction to be contrary to law, the provision shall be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of the Agreement shall remain in effect.

12.3 Assignment: Customer may not assign any of its rights or delegate any of its obligations under this Agreement without the prior written consent of the Company. Any purported assignment or delegation in violation of this section is null and void. No assignment or delegation relieves Customer of any of its obligations under this Agreement.

12.4 Relationship of the Parties: Nothing in this Agreement shall be construed as creating a partnership, joint venture, agency, or employment relationship between the parties. Neither party has the authority to make any statements, representations, or commitments of any kind, or to take any action that shall be binding on the other party, except as provided for herein or authorised in writing by the party to be bound.

12.5 No Waiver: The failure by either party to enforce any right or provision of this Agreement will not constitute a waiver of future enforcement of that right or provision. The waiver of any right or provision will be effective only if in writing and signed by a duly authorised representative of the party waiving such right or provision.

12.6 No Third-Party Beneficiaries: This Agreement does not and is not intended to confer any rights or remedies upon any person other than the parties.

12.7 Notices: Any notices or other communications required hereunder, including those regarding modifications to these Terms, will be in writing and given by the Company (i) via email or (ii) by posting to the Service. For notices made by e-mail, the date of receipt will be deemed the date on which such notice is transmitted.

12.8 Entire Agreement: This Agreement, including any notices, terms and conditions and disclaimers contained on this website, constitutes the entire agreement between the Customer and the Company regarding the Customer use of the Service, and supersedes all prior agreements and understandings with respect to the subject matter herein. All terms regarding the payment obligations and subscription details described in the Order Document are also to be considered as a part of this Agreement.

12.9 Affairs of the Parties: It is mutually understood and agreed that during the term of this Agreement, should the Customer experience any significant corporate changes including but not limited to the sale of the company/entity, the Customer shall retain the sole and unconditional rights to:

Stitch will not interfere or object under the above circumstances, provided that the Customer ensures that the rights of Stitch under this Agreement are not adversely affected or diminished by such events. The continuity and efficacy of this Agreement or/and the rights of Stitch under this Agreement shall remain intact and unaffected in any manner, and the Customer shall ensure that the same terms and conditions are upheld throughout the term of the Agreement. Should the Agreement be terminated, or any rights of Stitch be adversely affected due to any of the circumstances stipulated in this clause, then the defaulting party, i.e., the Customer, shall indemnify Stitch and compensate it for any loss or expenditure that Stitch incurs as a result.

12.10 Governing Law: This Agreement shall be governed by and defined in accordance with the laws of the Republic of India, without regard to its conflict of laws rules. The Customer agrees that any legal action or proceeding between the Customer and the Company will be brought exclusively in the courts located in Jaipur, Rajasthan.

12.11 Dispute Resolution – Arbitration: Any disputes, controversies, or differences arising out of or in connection with this Agreement, including but not limited to any question regarding its existence, validity, or termination, shall be finally resolved by arbitration, and shall be seated in Jaipur, Rajasthan, India. The arbitration shall be conducted in English and shall be decided by a sole arbitrator to be mutually appointed by the Parties. The arbitrator’s decision shall be final and binding upon the parties.

13. Modification to Terms

13.1 Company reserves the right, at its sole discretion, to modify or replace any part of this Agreement at any time. Such modifications may be necessary due to the evolving nature of the technologies, changes in the business environment, or legal and regulatory requirements and/or any other changes taking place.

13.2 Changes to these Terms will be posted on the relevant section of the Stitch’s website and/or directly communicated to Customers via email. It is the Customer’s responsibility to check the email associated with their account regularly for such notifications, as well as to review the updated Terms to be aware of any changes.

13.3 Continued use of the Service following the notice of such changes will indicate the Customer’s acknowledgement of such changes and agreement to be bound by the revised Terms.

 13.4 Modifications to the Terms will become effective immediately.

14. Contact Information

For any inquiries or notifications, please contact us at:

– Email: sales@stitchmes.com

– Physical Address: 8th Floor, A-2, Corporate Tower, Lt Amit Bhardwaj Marg, Malviya Nagar, Jaipur, Rajasthan, 302017

By using Stitch, the Customer acknowledge that the Customer have read, understood, and agree to be bound by these Terms of Service

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