Abacus Desk Private Limited is an enterprise Messaging communication platform that offers personalized and customized Messaging Services, What’s App, Email, Voice, Pin bot, solutions to empower business communications, with direct connectivity to major telecom operators. Our solutions are designed to make Automatically trigger the sending of SMS directly through your application or software.
Abacus Desk provide the flexibility of swift messaging without any number, time, or location constraints. The messages can be sent to any mobile number along with the delivery status tracking of each message. It integrates HTTP’s, XML API, SMPP with other software for delivering messages to the respective recipient’s mobile phones.
The Abacus Desk Platform includes a sandbox environment and developer portal designed to allow client to access, upload, download, edit, create, store, and interpret files and data in connection with building, hosting, and deploying your Bot (s). Files contained in each Bot may include files written in Artificial Intelligence Markup Language (“AIML Files”), and SETS, MAPS, SUBSTITUTIONS, and SYSTEM files (collectively, “Other Files”). Data may include analytics and bot logs, which may include “Inputs” to, and “Outputs” from, your Bot (s) (“BOT logs”).
These Terms of Service (these “Terms”) include the legal terms that, we require all developers and other users/client to accept and implement as a condition of accessing our web services located at www.abacusdesk.com and other websites owned and/or operated by Abacus Desk (the “Website(s)”), and/or accessing or using the application programming interfaces provided on or in connection with the Abacus Desk Platform (“API(s)”), including any documentation, materials, code, data (such as logs as defined below), files (such as AIML and Other Files as defined below) and other information or materials made available to clients by Abacus Desk on or in connection with the APIs (collectively, “Abacus Desk Content”) to develop Bot s for use in your products or devices (“Devices”) and/or your software applications Application(s).
The following terms and expressions shall have the meanings assigned to them herein, unless repugnant or contrary to the context hereof or unless defined in the text of this Agreement with the meaning given herein below:
Charges – means all fees that Abacus Desk invoices to the Client in consideration for the Services. Charges may be invoiced as one-time fees or recurring fees, respectively as flat fees or (usage-based) variable fees.
“Applicable Laws” means any law, statute, Act, rules, regulations, guidelines, policy/ies and or framed time to time or other pronouncement having the effect of law of any Government Authority/ies, as interpreted and administered including any modifications or amendments thereto.
Contents – means the contents sent by the Client through Abacus Desk platforms and Services such as, without limitation, the contents of an SMS or of a WhatsApp message.
Client – means the legal person client of Abacus Desk entering into the Contract or agreement, as identified on the on-line registration form upon signing up and creating an account, excluding individuals qualifiable as consumers e. any natural person acting outside the scope of an economic activity and for purposes different from trade, business, craft or profession.
Subcontractors – means contractors, vendors, agents and/or consultants selected and retained by the Customer under a contract (other than under an employment contract) under which such contractor, vendor, agent and/or consultant agrees to provide all or any part of the Services.
Party, Parties – means in the singular the Client or Abacus Desk and in the plural the Client and Abacus Desk.
“End User” means any third party being a recipient of Content from Client.
“Intellectual Property Rights” – means patents, trademarks, service marks, trade names, design rights, copyright, database rights, semi-conductor topography rights, know-how and other intellectual property rights (of whatever nature and wherever arising) whether registered or unregistered including applications for the grant of any such rights.
“Code of Practice” means (1) all applicable codes of practice (including any generally recognized voluntary codes of practice regulating the operation of the internet), all applicable laws, regulations, any government recommendations and/or any recommendations of any regulatory body in the Territory; and (2) any rules of procedure (including technical or quality control procedures), guidelines, directions, policies and/or other requirements made or adopted by legal bodies in the Territory from time to time.
2.1 Abacus Desk shall render the Services with due care and diligence.
2.2 Abacus Desk warrants to maintain at all times during the term of the Agreement adequate technical infrastructure to perform its obligations under the Agreement.
2.3 Abacus Desk render Enterprise communication and messaging services.
3.1 In consideration of the user’s use of Abacus Desk Teleservices, the users agree to be solely responsible for:
3.2 Providing true, accurate, current, and complete information about Self and other downline users under its group.
The Client/User can be provided with an admin control through the website at their end to monitor the accounts and usages of self and down line users. This service may attract any cost thereof. The User can create its down line user accounts and allot them credits from their own credit limits.
Abacus Desk provides technical support to only that usage or platform which is built by the Abacus Desk.
Abacus Desk will provide technical support , with regard to the Services, 24 hours a day, 7 days a week to the Client.
Abacus Desk Pvt. Ltd. may send notices to the users/client via e-mail or regular mail. The Services may also provide notices of changes to the Terms of this Agreement or other matters Abacus Desk Pvt. Ltd. reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Services (or any party thereof) with 30 days prior notice. Changes in pricing such as the monthly minimum turnover /slabs or the price for short messages (SMS) will be made available to the users with prior notice of 7 days. If the Client don’t send a written acceptance for the Agreement within 30 days to Abacus Desk Pvt. Ltd. keeping to the period of notice as defined in this Agreement, it shall be considered that the users agree to any changes in pricing or changes of the terms, whichever is applicable.
Termination for cause: Either Party may terminate this Agreement immediately by giving 30 days written notice to the other (defaulting) Party in advance:
Abacus Desk has the right to immediately terminate these Terms or discontinue your use of the Website(s), Abacus Desk Platform, the APIs, and other Abacus Desk Content or any portion or feature thereof for any reason and at any time without liability or other obligation to you.
Notwithstanding anything contained herein, Abacus Desk shall be entitled to suspend/disconnect/terminate the Services without notice if:
Termination of Services pursuant to any provisions set forth herein shall be without prejudice to, and in addition to any right or remedy available to Abacus Desk under any applicable law or statute.
Abacus Desk may, at its sole option, terminate all or any portion of the Agreement, for convenience upon thirty (30) days prior written notice at any time.
The following are the consequences of termination:
The user’s use of the Services is at the user’s sole risk. The Services and information as defined under Abacus Desk are provided on an “as is” and “as available” basis. Abacus Desk makes no representations, warranties, or guaranties as to the quality, suitability, truth, accuracy, or completeness of any of the Content transmitted via the Services.
Under no circumstances can Abacus Desk guarantee the delivery of messages. Abacus Desk is not liable for any direct, indirect, incidental, special, consequential, punitive, or exemplary damages caused by, but not limited to, delayed or failed delivery of short messages (SMS).
Abacus Desk makes no warranty that:
No advice or information, whether oral or written, obtained by the users from Abacus Desk will create any warranty not expressly stated in the terms of this Agreement.
Abacus Desk represents and warrants that the services under this Agreement shall not infringe any third-party intellectual property rights. Abacus Desk hereby represents and warrants that the content of the services under this Agreement shall not be defamatory, derogatory, or hurt the sentiments of any religion.
Abacus Desk acknowledges and agrees that all rights, title, and interest in and to the Intellectual Property, the entire content available on the website www.abacusdesk.com, and to all services arising from or deployed during the fulfillment of the Agreement (such as copyright, patents, design, or trademark rights), particularly the rights to individual software created or used by Abacus Desk, including source codes, program descriptions, and parameterizations, and all related documentation, papers, or data media, shall be and remain the exclusive property of Abacus Desk or its licensors, and the Client shall be granted a non-exclusive right to use such Services for the term of the Agreement to the extent necessary for the intended use of the Services. The Client must not transfer the rights of use to third parties.
The Client undertakes:
Client shall take all necessary and reasonable precautions to preserve the integrity of Abacus Desk data and to prevent any corruption or loss of such data. Further, this clause shall survive the termination of this Agreement.
Notwithstanding any other term contained herein, in no event shall either Party be liable for any indirect, incidental, consequential, punitive, exemplary, reliance, cover, or like damages howsoever arising even if advised about the possibility of the same. In case of either party not agreeing to any liability, the parties shall be at liberty to approach the Court.
Notwithstanding anything mentioned under this Agreement, the total liability of Abacus Desk under this Agreement shall be limited to 1 year of the Fees preceding the claim, as agreed herein.
To the fullest extent permitted by law, the liability of Abacus Desk for indirect damage and financial loss, consequential damages, loss of data, lost profits, loss of earnings, savings not realized, additional expenses, third party claims, etc. shall be excluded.
The above limitation of liability shall not apply in cases where mandatory law provides for unlimited liability without the possibility of a waiver, such as for damages caused by unlawful intent or gross negligence, or for death or personal injury.
Neither Party shall be liable for damage caused by force majeure, such as defined further; or failures of the internet, telecommunications networks, or other data transmission infrastructure operated by third parties (by way of example but not limited to telecommunication operators, instant messaging platforms) and outside of Abacus Desk control; or errors in data transmission outside Abacus Desk sphere of influence; or the contents of third-party generated data transmitted through the Service.
It is agreed between the Parties that Abacus Desk reserves the right to use certain details of the Client, including but not limited to the logo or name of the Client and any performance metrics obtained under these Terms of Use for its own marketing and advertising purposes. The Client hereby expressly consents to the usage of such details by Abacus Desk and provides the Company a perpetual, irrevocable, worldwide, royalty-free license for the provision of such usage. You will not make any statement regarding your use of an API that suggests partnership with, sponsorship by or endorsement by Abacus Desk without Abacus Desk prior written approval.
Neither Party is under any liability for any failure to perform any of its obligations under this Agreement due to any cause not within its control including, but not limited to, power failure or malware (e.g., viruses, denial-of-service attacks and similar), governmental action, without limitation, lock-outs, strikes, flood, natural catastrophes, other industrial disputes, riots or civil commotion, wars (whether declared or not), expropriation or confiscation for public needs, embargo, discontinuation of public or private transportation or supply of energy, general local or national collapse of networks, fire, sabotage, or some other unusual event which causes equally drastic effects beyond the affected Abacus Desk’s control. Abacus Desk prevented from fulfilling its obligations shall, on becoming aware of such event, inform the other Party in writing of such force majeure event as soon as possible.
The Party affected by force majeure shall promptly notify the other of the estimated extent and duration of its inability to perform its obligations and shall use reasonable endeavors to both mitigate such inability to perform its obligations and to resume performance of its obligations as soon as reasonably possible without hereby being obliged to incur any unreasonable cost or expenditure.
If the extent of the duration of the force majeure event lasts for a period higher than 2 months, the Party not affected by the force majeure event may withdraw from the Agreement by giving written notice to the other Party.
Upon the cessation of the delay or failure resulting from force majeure, the Party affected by force majeure shall promptly notify the other of such cessation.
The Client shall, at its own expense, indemnify, defend, and hold harmless Abacus Desk and/or its officers, directors, employees, representatives, and agents against any third-party claim, demand, suit, action, or other proceeding brought against Abacus Desk or its directors, officers, and/or employees and all damages, awards, settlements, liabilities, losses, costs, and expenses related thereto (including attorneys’ fees) to the extent that such claim, suit, action, or other proceedings are, directly or indirectly, based on or arise on account of any breach of any of the terms and conditions of this Agreement or failure in the performance or observance of its role, functions, responsibilities, and Services as specified herein in terms of this Agreement by the Client or its personnel.
Any breach of warranties (express or implied) or other breach of Agreement by Client or a third party for which the Client assumes responsibility according to the terms of the Agreement.
Notwithstanding any other term contained herein, in no event shall either Party be liable for any indirect, incidental, consequential, punitive, exemplary, reliance, cover, or like damages howsoever arising even if advised about the possibility of the same.
Abacus Desk shall not enter into any settlement without Client’s prior written consent.
The Client agrees that it shall:
This Confidentiality clause shall survive the termination of this Agreement. Further, the Client understands that the breach of this Clause may result in irreparable damage to Abacus Desk. Therefore, Abacus Desk hereby reserves the right to obtain injunctive relief besides other available legal remedies, in the event of breach of the provisions of the confidentiality provisions. The right to seek injunction under this Clause shall be in addition to the right of termination available to Abacus Desk, mentioned in the Agreement.
The Client shall not retain or maintain any database basing on the details of Abacus Desk’s confidentiality data, which are accessible to the client under this Agreement. All the details, names, and other details of Abacus Desk are the proprietary and confidential information of Abacus Desk, and Abacus Desk is the sole owner of the same. Further, upon termination of the Agreement or completion of Services availed, whichever is earlier, the Client shall ensure that the Confidential Information/data shared under this Agreement shall be purged from their respective systems/server/storage devices. The Client shall certify compliance of the aforementioned within ten (10) days.
The Client shall ensure to have appropriate security, backup, and disaster recovery plan and machinery in place and shall comply with the requirements of Abacus Desk communicated in this regard.
In the event of non-compliance or breach of any terms of the Agreement by the Client, Abacus Desk will be at liberty to revoke the Agreement by a month’s notice in writing.
Abacus Desk reserves the right to disclose confidential information to third parties engaged in the provision of the Services as well as to its affiliated companies on a need-to-know basis, provided that they have also undertaken to observe a duty of secrecy according to this Framework Agreement.
This Agreement is made on a principal-to-Principal basis and does not in any manner create any employee – employer relationship between the Parties. Nothing contained herein in this Agreement shall in no manner whatsoever be interpreted or construed as the formation of any partnership, agency, joint venture, or any relationship between the Parties or a merger of their assets or their fiscal or other liabilities or undertakings or create any employment or relationship of principal and agent between Abacus Desk and the client and/or its Representatives, employees, and agents.
Effective date of the Agreement The Agreement takes effect as of Client’s electronic acceptance of the Terms and Conditions and will continue until terminated in accordance with the terms of the Agreement. In any case, the Agreement will commence once the Client starts using the Service.
Ordinary termination This Agreement is concluded for a term of one year and is renewable unless terminated in period upon expiry of its initial term or then-current renewal Term. The termination of the Framework Agreement also leads to the termination of all relating Service Agreements. The termination of a Service Agreement does not affect the Framework Agreement nor any other Service Agreement. Without prejudice to the provisions of law and to those set forth in clause 4, either Party may terminate a Service Agreement or the Framework Agreement (and consequently all the relating Service Agreements as provided in clause 15.2.2), for convenience (i) by giving 1 (one) month’s notice to the end of a calendar month and (ii) by paying to the other Party the foreseen, if any, early termination fee(s).
Unless otherwise provided herein, all notices or other communications to be given shall be made in writing and by letter or facsimile transmission (save as otherwise stated) and shall be deemed to be duly given or made, in the case of personal delivery, when delivered; in the case of facsimile transmission, provided that the sender has received a receipt indicating proper transmission, when dispatched, or, in the case of a letter, ten (10) business days after being deposited in the post (by the quickest mail available), postage prepaid, to such party at its address or facsimile number specified herein or at such other address or facsimile number as such party may hereafter specify for such purposes to the other by notice in writing.
Any issue or notice related to the Agreement shall, if addressed to Abacus Desk, be sent to: 7 Abacus House, Nawab Layout, Tilak Nagar Near Law College Square, Nagpur- 440010 (M.S) India Certified Electronic Mail (PEC): support@abacusdesk.co.in
Abacus Desk may assign these Terms of Use and/or part thereof at its discretion, at any time, to any of its Affiliates, group companies, holding company, subsidiary companies, third parties without any notice to the Client. However, the Client shall not assign these Terms of Use or any part thereof to any party without taking prior written consent of Abacus Desk.
Client hereby grants Abacus Desk a limited, non-exclusive, non-transferable, royalty-free, non-revocable, perpetual, non-sublicensable license to display Client’s trade names, trademarks, service marks, logos, domain names for marketing and promotion purposes, including (i) disclosing to third parties that the Client is an Abacus Desk client; (ii) disclosing to third parties the scope of Services provided to the Client by Abacus Desk and/or (iii) listing the Client as a client of Abacus Desk on Abacus Desk promotion material including Abacus Desk homepage.
Any dispute, controversy, proceedings, or claim arising out of or relating to this Agreement or to the breach, termination, or invalidity thereof, shall be settled by arbitration in accordance with the Rules of The Arbitration and Conciliation Act 1996 as amended from time to time. The arbitral proceedings shall be administered by a sole arbitrator whom shall be appointed by both the parties in accordance with the rules and provisions of The Arbitration and Conciliation Act, 1996. The place of arbitration shall be Nagpur, Maharashtra, India, and the language to be used in the arbitral proceedings shall be English.
If either of the parties fails to appoint the respective arbitrator upon the notice/request of the other party, then the same will be done as per the relevant provisions of The Arbitration and Conciliation Act, 1996, entirely at the risk and cost of the party failing to make such appointment. The law applicable to any or all the proceedings arising out of any of the provisions or clauses of this agreement shall be The Arbitration and Conciliation Act, 1996 as amended from time to time. Either party may sue in a small claims court of competent jurisdiction without first engaging in arbitration, but this does not absolve either party of commitment to engage in the informal dispute resolution process.
Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. Nothing in this Section shall be deemed as preventing Abacus Desk from seeking injunctive or other equitable relief from the courts as necessary to prevent the actual or threatened infringement, misappropriation, or violation of our data security, intellectual property rights, or other proprietary rights.
The rights and obligations arising out of these Terms of Use, which by their nature should survive or are expressly so stated herein, shall remain in full force and effect to the extent so specified, notwithstanding any expiry or termination of these Terms of Use. If any provision of these Terms of Use (or any portion thereof) is determined to be invalid or unenforceable, the remaining provisions of these Terms of Use shall not be affected by such determination, shall be binding upon the parties, and shall be enforceable.
Neither party shall solicit any of the other party’s employees or its clients, either as employees or as Agreement personnel through another third party without the written approval of the other party, for the duration of this agreement and for an additional period of one year thereafter. Provided, however, that the foregoing provision will not prevent a Party from employing any such person who contacts the other Party on his or her own initiative without any encouragement from a Party, or in response to any general solicitation concerning available positions, so long as any such solicitation is not targeted specifically at employees of the other Party. In the event of any contravention, a penalty of 1 (one) annual salary of the person concerned shall be applicable. Payment of such penalty shall not release the Abacus Desk from its non-solicitation obligation.
Unless explicitly stated otherwise in these Terms of Use, the Client shall be responsible to ensure that relevant consents under Applicable Data Protection Laws have been obtained from the users and/or individuals/data subjects. The Client hereby agrees and acknowledges that Abacus Desk shall have no liability towards any users arising as a result of the collection and processing of any Personal Data by the Client. The Client shall be responsible to maintain records of all consents collected as per the Applicable Data Protection Laws. The Client shall be liable to pay for any damages that Abacus Desk incurs due to inaccurate and/or insufficient consents received from any users. Abacus Desk will not use Personal Data collected on behalf of the Client, received from the Client or its authorized personnel, or otherwise processed on behalf of the Client for any purpose other than as necessary for the utilization of the Solution under these Terms of Use. The Parties shall be compliant with the provisions of Applicable Data Privacy Laws and shall undertake reasonable security practices as may be prescribed under such Applicable Data Protection Law.
We reserve the right to modify or update the Website(s), Abacus Desk Content, and/or Abacus Desk Platform at any time, for any reason, and without notice to you. If Abacus Desk makes updates, revisions, breaking changes, or in any way modifies an API or other Abacus Desk Content, you agree that you are solely responsible for making changes to your Device or Application to ensure continued service for your End Users. We are constantly changing and improving our APIs and other Abacus Desk Content. We may add or remove functionalities or features at our discretion, for any reason, and we do not guarantee that your Device or Application will function with any future or modified versions of any Abacus Desk Content or the Abacus Desk Platform.
Neither Party shall, by mere lapse of time, without giving notice thereof, be deemed to have waived any right or remedy arising hereunder or in connection with any breach or illegality involving the other Party. The waiver by either Party of any such right or remedy shall not be construed as a waiver of any other right or remedy or as a continuing waiver with respect to any similar, ongoing, or repeated circumstances.
All communications or notices permitted or required to be given or served to Abacus Desk under these Terms of Use shall be in writing, shall be addressed to Abacus Desk as per the details set out below. These details may be updated from time to time by Abacus Desk and shall also be made available on the Solution.
Email : info@abacusdesk.com | Mobile: +91 935 005 9390
+91 999 985 2209
megha@abacusdesk.co.in
+91 817 891 7699nitish@abacusdesk.co.in
+91 935 032 9670hr@abacusdesk.co.in