Cautio Terms of Service

By executing the Cautio Order Form, in relation to the Services being rendered by Cautio, the Customer hereby acknowledges that the Customer has read and understood the terms and conditions including but not limited to the Order Form and all the applicable Cautio terms and conditions (“Applicable Terms”) executed between the Parties, all made a part hereof. The Order Form and the Applicable Terms shall, for the purpose of this contract, collectively be referred to as the “Agreement”. The Customer acknowledges that lack of knowledge or awareness, in reference to any of the terms of the Agreement or amendments to the Agreement, shall not absolve the Customer from any of its obligations, responsibilities or liabilities arising under the Agreement. The Parties may execute such additional documents as may be necessary to give effect to any requisite amendments, and the Parties reserve the right to incorporate such amendments within the purview of this Agreement vide a reference therein.

The Agreement is effective as of the Effective Date captured in the Order From. The Applicable Terms contain the clauses in regard to the Customer’s rights and obligations. The Customer agrees that by executing the Order Form, the Customer shall be deemed to have accepted and shall be bound by the provisions of the Agreement, in their entirety. For the purpose of the Agreement, “Customer” shall mean the Person/the company/entity (including the End User(s)) which is executing the Order Form with Cautio. “Cautio” or “Service Provider” shall refer to Covert Eye Technologies Pvt. Ltd., a private company limited by shares incorporated under the Companies Act, 2013, and having its registered office at 4th floor, building no. 5, 14th Main Road, Sector 5, HSR layout, Bangalore, Karnataka – 560 102, India. and its affiliates. Customer and Service Provider have been throughout the Agreement, been individually referred to as "Party" and collectively as the "Parties". The customer acknowledges that cautio retains the right to change these Terms and Conditions at any time in the future and shall inform the same to the customer when and so such happens. This Agreement is deemed to be effective as of 1st January 2026 and is subject to be updated to reflect any changes to the manner Cautio’s commitments work.

WHEREAS:

Cautio is engaged in the business of rendering video telematics services to various companies and entities across India, and has the requisite expertise to render the Services to the Customer, as iterated hereinafter.
The Customer hereby acknowledges and confirms that it has verified and satisfied itself that the Service Provider has the requisite expertise and technical capabilities that are necessary to render the Services, pursuant to the Agreement, and has duly executed the Order Form on the reliance of such validation.

NOW IT IS HEREBY AGREED BY AND BETWEEN THE PARTIES HERETO AS FOLLOWS:

1. Definitions

“Affiliate(s)” shall mean an entity that, directly or indirectly, owns or controls, is owned or is controlled by or is under common ownership or control with the Customer. As used herein, “control” means the power to direct the management or affairs of an entity, and “ownership” means the beneficial ownership of fifty percent (50%) or more of the voting equity securities or other equivalent voting interests of an entity.
“A.P.E” or “Annual Price Escalation” shall refer to the yearly price escalation applicable to the initial commercial terms set forth in the Order Form, and shall govern the periodic price revisions during the term of this Agreement.
“Applicable Law(s)” shall mean and include all applicable statutes, enactments, acts of legislature or the parliament, laws, ordinances, rules, by laws, regulations, notifications, guidelines, policies, directions, directives and orders of any Governmental Authority or Person, acting under the authority of any Governmental Authority and/ or of any statutory authority, whether in effect on the Effective Date or thereafter; having the force of law in India.
“Authorised Personnel” shall refer to the employees or staff of the Customer who are authorised to have in their custody, the admin credentials to access the Customer’s account on the Cautio Operating System. Authorised Personnel(s) shall be appointed by the Customer and the finalised list of the former shall be shared to the Service Provider, by the Customer.
“Authorised Signatory” for the purpose of the Agreement, authorised signatory shall mean an individual who is duly authorised to represent, perform any and/or all acts including but not limited to signing and execution of the certificates, agreements or any document(s) on his/her behalf or on behalf of a Customer (as the case may be) and the same shall be deemed to be binding on such individual, company or any other entity.
“Business Days” shall for the purposes of the Agreement, mean any day other than a Saturday, a Sunday or a day on which banking institutions are closed.
“Cabin Camera” shall refer to Cautio’s cabin facing in-vehicle camera(s).
“Cautio Operating System” is Cautio’s technology platform that specialises in video telematics solutions for the commercial vehicle industry. This platform leverages modern dashcam technology to enhance vehicle safety and Fleet management.
“Claim(s)” shall mean any and all (1) claims, causes of action, demands, lawsuits or proceedings; and/or (2) losses, damages, costs, or liabilities of any kind (including any fine, penalty, judgment or order issued by a judicial body or Governmental Authority).
“Confidential Information” shall mean and include, without limitation, all information either accessed and/or exchanged between the Parties, including, but not limited to, business, technical, financial data, know-hows, software codes, Cautio Operating System design and code, source codes, employee information, Device description and composition, Intellectual Property, commercials, prices, discounts, product details, know-how, processes, information pertaining to any pending, threatened or concluded litigation, trade secrets, software features, operating system’s features, functionality, rates, revenues, profits, losses, transaction data and the terms of this Agreement.
“Customer Data” shall mean the data that is provided by the Customer to the Service Provider, pursuant to this Agreement and including (but not limited to) Personal Identifiable Data, GPS & Video Telematics Data and automotive/Fleet telematics.
“Customer Systems” shall refer to the Customer’s and/or Affiliates’ ERP (Enterprise Resource Planning) or CSM (Customer Service Management) system with which the Cautio Operating System will integrate to facilitate rendering of the Services, pursuant to this Agreement (if applicable).
“Devices” shall refer to the dashcam units (either owned or appropriately licensed) by Cautio and comprising of a Dual Channel Camera and/or Cabin Camera and/or a Rear Camera, or any combination thereof along with the relevant SD card(s), microphone(s), sim card(s), wires, fuse, electrical, GPS antennae and SOS button installed in the Customer’s and/or its Affiliate(s) Fleets’.
“End User(s)” means an end-user of the Services rendered by Cautio and availed by the Customer or an Affiliate, whether such end-user is an individual, driver of the Fleet, passenger(s) in the Fleet, an entity and/or the Customer itself and/or any person having authorised access to the Service as designated by the Customer (as the context may so require).
“Failure” shall refer to the quantifiable inability of the Service Provider to render the Services in a manner mutually agreed to between the Parties, for reasons solely and directly attributable to Cautio.
“Fleet” shall mean and include all vehicles, irrespective of their make, model, type, or category, that are owned, leased, hired, or otherwise operated by the Customer, in which the Devices have been installed or are proposed to be installed, or are otherwise directly or indirectly onboarded onto the Cautio Operating System.
“Dual Channel Camera” refers to Cautio’s camera(s) which works on ADAS (road facing) & DMS (in-vehicle) monitoring.
“GPS & Video Telematics Data” shall refer to the global positioning system and other information that is captured and recorded via the Devices, such as video or audio recordings, live video or audio streams, monitoring, images, SOS alerts, comments, and data that the Devices collect from their surrounding environment to perform their objectives and functions, in furtherance of the Services.
“Governmental Authority” means any national, regional, or local government authority, statutory authority, government department, ministry, secretariat, agency, commission, board, tribunal or court or other law, rule or regulation making body/entity in India, having or purporting to have jurisdiction over the Parties or the Services.
“Intellectual Property” shall mean all intellectual property whether existing or future, including, without limitation, all patents, trademarks, permits, service marks, brands, trade names, trade secrets, proprietary information and knowledge, technology, source code, object code, upgrades and updates, brand names associated with any software/platform including the Cautio Operating System and Services, computer programs, devices, databases, copyrights, license, franchises, formulae, designs, including all related rights therein, irrespective of the registration status or the registrability of such intellectual property.
“Malicious Code” means any (i) program routine, device or other feature or hidden file, including any time bomb, virus, software lock, trojan horse, drop-dead device, worm, malicious logic or trap door that may delete, disable, deactivate, interfere with or otherwise harm any of the Service Provider’s hardware, software, data or other programs, and (ii) hardware-limiting, software-limiting or services-limiting function (including any key, node lock, time-out or other similar functions), whether implemented by electronic or other means;
“Order Form” shall mean the relevant order form executed between the Customer and the Service Provider, and evidences the mutual intention of the Parties to enter into a binding contractual relationship to administer the rendering and availment of the Services.
“Person” means any natural person, limited or unlimited liability company, unincorporated association, association of persons, body corporate, corporation, partnership (whether limited or unlimited), proprietorship, trust, union, association, Governmental Authority or any other entity that may be treated as a person under Applicable Law.
“Personal Identifiable Data” shall refer to the (i) Customer’s name, contact information, email id; (ii) driver’s licence, driver’s driving and behavioural patterns, contact information of the driver; (iii) Fleet registration number(s); and (iv) passenger behavioural patterns.
“Rear Camera” shall refer to Cautio’s road facing rear view camera(s).
“Schedule Account” shall refer to the banking account referred and/or shared by the Customer, which shall be the source of all payments being made to the Service Provider, in furtherance of the Agreement.
“Security Deposit” shall refer to the (interest free) deposit amount expressly captured under the fees schedule of the Order Form.
“Service/Services” shall refer to the services rendered by Cautio, as set forth in the deliverables section of the Order Form and clause 3 (a) of the Applicable Terms.
“Subscription Fees” shall refer to the fees captured in the Order Form and being paid by the Customer to the Service Provider with the intent of availing the Services.
“Term” shall refer to the duration of the Services as specified in the Order Form.

2. Interpretation

For the purposes of this Agreement, the term ‘annual’ as referenced in the context of Annual Price Escalation shall be calculated as a period of 12 (twelve) months commencing from the Effective Date specified in the applicable Order Form.
References to any gender shall include all other genders; references to the singular shall include the plural and vice versa; and references to bodies corporate shall include unincorporated bodies, partnerships, associations, and other legal entities, and vice versa.
Reference to any statute, enactment, ordinance, order, regulation or other similar instrument shall be construed to include a reference to the statute, enactment, ordinance, order, regulation or instrument as amended, extended, re-enacted or consolidated from time to time, and all statutory instruments, orders, regulations or instruments made pursuant to it.
Unless the context requires otherwise, any provision of this Agreement referring to a subject matter that exists in more than one instance shall be construed to apply individually and severally to each such instance.
References to any clause, section, page, schedule or annexure by name shall be construed as references to the clause, section, page, schedule or annexure bearing the corresponding title or heading as set forth in the Agreement.
References to currency in the Agreement, denoted by "INR" or “Rs.” are references to the Indian Rupee.

3. Services

Pursuant to the Agreement, and subject to receipt of the Subscription Fees by the Service Provider, the latter agrees to grant the Customer (i) a non-exclusive, non-commercial, limited, non-sublicensable, non-transferrable, non-assignable, revocable license to access the Cautio Operating System; and/or (ii) the right to use the Devices installed in the Fleet during the Term of this Agreement.
Customer shall not use the Services beyond the scope permitted in the Agreement. Without limiting the foregoing and except as otherwise expressly set forth in the Agreement, Customer shall not at any time, directly or indirectly: (i) rent, lease, sell, sublicense, assign, distribute, white label, transfer, modify, decompile, disassemble, exploit, or create derivative works from Cautio’s Services and/or the Devices; (ii) remove any proprietary marks from or damage the Devices; (iii) fail to return the Devices to the Service Provider in the event of termination of the Agreement or suspension of the Services; (iv) use the Services in a manner or for any purpose that infringes, misappropriates, or otherwise violates any Intellectual Property rights of the Service Provider or other right(s) of any Person; (v) use the Services in a manner that violates Applicable Law; (vi) reverse engineer, reassemble, reverse compile or in any other way analyse or use the Service, in an unauthorized manner; (vii) use the Services for commercial exploitation other than as mutually agreed to amongst the Parties in writing; and (viii) permit unauthorized use of the Devices or Services.
Customer shall at all times ensure that the End User(s) comply with the terms and conditions of the Agreement. The Customer hereby acknowledges that it shall be directly liable and responsible for any misuse or unauthorized use, act or omission by the End User(s).
The Customer hereby agrees that the arrangement with Cautio is exclusive in nature i.e. the Customer shall not engage an alternate service provider/vendor to avail identical or similar Services, during the subsistence of a valid term of any order form executed between the Parties, unless otherwise mutually agreed to amongst the Parties in writing.
The Customer acknowledges that the success and timeliness of the implementation process as outlined in the Order Form, shall require the active participation and collaboration of the Customer and its representatives and agrees to act reasonably and co-operate fully with the Service Provider to achieve the completion and successful continuity of Services.
The Service Provider reserves the right to update, upgrade, modify, improvise and reconfigure the Services or any part thereof, at any time, with or without notice to the Customer.

4. Payment Terms

Subject to the terms of the Agreement and in consideration for the Services rendered by the Service Provider, the Customer agrees to pay the Subscription Fees as detailed in the Order Form. In the event that the Customer and its Affiliate(s) are collectively availing the Services, then the Parties shall mutually clarify and capture in writing if the payment will be rendered solely by the Customer, on behalf of the Affiliate(s) or independently by the Customer and Affiliate, respectively.
The Service Provider reserves the right to suspend the rendering of any Service(s) or revoke any right provided to the Customer (pursuant to the Agreement), in the event the Customer fails to remit the Subscription Fees within the Payment Due Date.
In the event the Customer has enrolled for an automatic payment option to render payment towards any and all Subscription Fees owed to the Service Provider, then the Customer shall therein authorize/mandate its Schedule Account to be debited on each due date: (i) the payment due date captured in the Order Form; (ii) any missed or delayed payment; (iii) any previously missed or delayed payment; and (iv) any additional interest due as a result of a missed or delayed payment.
In the event that any payment mandate agreed to amongst the Parties under the ‘Mode of Payment’ section of the Order Form (including but not limited to UPI or cheques), fails due to non-maintenance of minimum balance by the Customer or lack of specific instructions by the Customer to their banking partner; the Service Provider under such circumstances reserves the right to impose a penalty. In case of delay in, and/or failure of remittance by the Customer as per the agreed terms of the Order Form, the Service Provider reserves the right to levy a penalty which may amount to (i) in the event of cheques being the ‘Mode of Payment’ - double the invoice amount; or (ii) in the event of UPI mandate being the ‘Mode of Payment’ – INR 100 for each failed attempt.

5. Representations and Warranties

Each Party represents and warrants to the other Party that: (i) it has the full power and authority to enter into this Agreement; (ii) the execution of the Agreement and performance of its obligations under this Agreement does not violate any other agreement to which it is a party; and (iii) this Agreement constitutes a legal, valid and binding obligation when executed and delivered.
The Service Provider further represents that (i) it will operate and maintain the security of its systems and the Customer Data in accordance with industry standard security protection and practices; (ii) it will perform the Services in a timely, professional and workmanlike manner; and (iii) each deliverable will conform with the description and requirements set forth in the applicable SOW.
The Customer further represents, warrants and undertakes that: (i) the Customer shall avail and consume the Services in accordance with Applicable Law(s); (ii) the Customer shall promptly facilitate and/or implement such modifications, updates and changes that Cautio may make to the Services during the Term. Unless expressly communicated, such modifications shall not amend the basic functionality of the Service; (iii) the Customer shall use commercially reasonable efforts to promptly notify the Service Provider of any Failure within 24 Hours from such occurrence, thereof; (iv) it will grant complete access to Customer System (if need be) and other relevant information, enabling and facilitating the Service Provider to effectively render the Service; (v) it grants to the Service Provider usage rights and access to the Customer Data; (vi) it shall acquire and maintain hardware and software licenses, if any required for the implementation of the Cautio Operating System, at its sole cost; (vii) it shall at all times keep a legally valid, upgraded and current license for any and all third party software(s) or platform(s) (if required) to facilitate any integration of the Services and/or to continue availing the Services as subscribed or to avail any additional feature; (viii) it shall obtain requisite consent (as prescribed under Applicable Law) from the driver(s) of the Fleet and from the passengers, that is deemed necessary for Cautio to render the Services; (ix) it shall not use the Services to directly or indirectly store or transmit Malicious Code or infect the Cautio Operating System or Services with a Malicious Code; (x) it shall comply with clause 3 (b) of the Applicable Terms; (xi) it shall return all the Device(s) to the Service Provider, free from any damage or defect upon termination of the Agreement or suspension of any Service(s); (xii) the Customer shall maintain minimum balance (for clearing of invoices), in their respective account(s) to facilitate successful transaction of any mandates agreed to amongst the Parties, pursuant to the ‘Mode of Payment’ section of the Order Form; (xiii) it shall not and shall ensure that the End User(s) do not tamper with, disable or damage any Device(s); the final party to decide whether the damage has taken place shall be Cautio and the client will be liable for the payment of damages as communicated to the customer over email. (xiv) the credential details and access to the Customer’s account on the Cautio Operating System shall be accessed only by Authorised Personnel. Notwithstanding anything to the contrary, the return of the Devices shall be made in accordance with the instructions and timelines provided by the Service Provider, and at the Customer’s sole cost and expense, unless otherwise agreed to, in writing amongst the Parties.

6. Disclaimer

Customer acknowledges and agrees that (i) the performance level of the Devices is dependent on external factors, for instance the speed of the internet connection made available to the Devices, which is not within the purview of control of the Service Provider; (ii) it is responsible at all times for ensuring that the usage of the Service shall be in accordance with Applicable Law(s) and that the End User does not use the Service(s) for any fraudulent, dishonest or illegal purpose; (iii) it is responsible and liable for ensuring that only Authorised Personnel have access to the Cautio Operating System; (iv) the Service Provider is not obligated to make the Services available post the Term of the Agreement; (v) if the Customer exceeds consumption of the allotted data as mutually agreed to amongst the Parties, any and all additional data consumption shall be chargeable; (vi) the Service Provider shall not be liable under any circumstances, in any manner whatsoever, at any time for any erroneous, inaccurate, faulty, miscalculated inputs provided by the Customer, in using the Services or allowing unauthorised usage of the Services, including results therefrom; and (vii) Cautio shall not be liable for any death, personal injury, or loss arising from any road accident, nor for any loss or non-retrievability of video footage or data due to camera damage, device failure, or impact during an accident. All responsibility for vehicle operation, driver conduct, and compliance with applicable laws shall rest solely with the vehicle owner and/or driver.
The Services will be provided on an “as is” and “as available” basis. Except for the warranties and representations expressly made in the Agreement, the Service Provider makes no warranty or representation, express or implied, either in fact or by operation of law, statutory or otherwise, including warranties of merchantability, satisfactory quality, fitness for a particular purpose.
The Service Provider hereby states that it shall have the right to access, store, process, aggregate, analyse, and utilise any Customer Data collected, generated, transmitted, or otherwise made available through the provision and use of the Services, including but not limited to operational data, system usage data, telemetry data, and performance metrics (collectively, the “Service Data”). The Service Data may be used by the Service Provider for purposes including: (i) enhancing, improving, and optimizing the Services and related technologies; (ii) generation of reports; (iii) conducting internal analytics and diagnostics; (iv) developing new products, features, or functionalities; (v) generating industry-level insights, benchmarks and statistics (whether independently or with third party(ies)); and (vi) for other legitimate internal business purposes. The Service Provider may further use or disclose aggregated and/or anonymized forms of the Service Data for commercial, academic, research, or statistical purposes, including contributing to broader industry understanding, provided that such use or disclosure does not result in the identification of the Customer or any of its End User(s).
The Service Provider shall not be responsible or liable under any circumstance, in any manner whatsoever, for (i) any erroneous, inaccurate, faulty, miscalculated input provided by the Customer or the End User, in using the Services or unauthorised usage of the Services, including any results therefrom; (ii) errors or interruptions in the Service due to (a) acts or omission of any third party or (b) use of non-current or altered version of the Cautio Operating System; (iii) liabilities arising from the use of third party products or services in combination with Cautio’s Devices and Services, or from such combination or integration thereof; (iv) any Claim arising from the Customer failing to obtain the requisite consent from the End User(s), as prescribed under Applicable Law; (v) any third party Claims; (vi) any liabilities or claims arising from the Customer’s use of their self-acquired SD card(s) or sim card(s) along with Cautio’s Devices in the Fleet. Notwithstanding anything to the contrary contained in the Agreement or any ancillary documents executed amongst the Parties, Cautio shall, under no circumstances be responsible or liable (either directly or indirectly) for any form of monetary penalty(ies); (vii) malfunction, loss of data, or performance issues arising from any tampering, unauthorized access, modification, or mishandling of the devices, equipment, or software by the Customer or its personnel.

7. Intellectual Property

Subject to the provisions of this clause, each Party retains all rights in its respective Intellectual Property(ies) and nothing in the Agreement shall be construed or deemed to be construed as a transfer, sale or assignment of any Intellectual Property from the Service Provider to the Customer.
The Service Provider shall at all times retain all rights, interests and title in the Services including but not limited to all and any derivatives, customizations, and improvisations or any part or portion thereof. Service Provider reserves all rights not expressly granted to the Customer in the Agreement.
Customer grants to the Service Provider a worldwide, perpetual, irrevocable, royalty-free license to use and incorporate into its services any suggestion, enhancement request, recommendation, correction or other feedback provided by the Customer or the End User, in relation to the Services.
Service Provider reserves the right to temporarily suspend an End User(s) access to the Services and/or the Customer’s access to the Services, which it reasonably believes that the Services are being used for unauthorised or illegal purpose(s), or upon apprehension of infringement of Cautio’s Intellectual Property, from such access or in the event the Service Provider suspects the risk of any Malicious Code.
Customer agrees that the Service Provider may use the Customer’s logo, brand name and trademark for the limited purpose of displaying the Customer as a user/recipient of the Services.

8. Confidentiality

All Confidential Information received by a Party (the “Receiving Party”) relating to the other Party (the “Disclosing Party”) must be held in strict confidence by the Receiving Party and shall attribute to the same extent and with at least the same degree of care with which the Receiving Party protects its own confidential or proprietary information of similar nature, but in no event using less than a reasonable degree of care. The Receiving Party shall disclose the Confidential Information to its personnel or representatives only on a strict need to know basis. The Receiving Party and its personnel shall use the Confidential Information only for the purpose of performing the Receiving Party’s obligations under this Agreement. Neither the Receiving Party nor any of its personnel will disclose, duplicate, publish, release, transfer or otherwise make available any Confidential Information in any form to, or for the use or benefit of, any person or entity without the Disclosing Party’s prior express written consent.
It is further agreed that the Receiving Party shall execute confidentiality agreements to bind upon its representatives (including, but not limited to, employees, sub-contractors, agents, End-User(s), etc.) the obligations of confidentiality under the Agreement, if such representative has access to the Confidential Information and the Customer shall remind each representative of his/her confidentiality obligations upon termination of such representative’s employment or engagement with the latter.
The Customer shall promptly notify the Service Provider in writing, within three days from the effective date of termination of any employment or engagement with the representative, enabling the Service Provider to limit, restrict or control the access granted to the representative, in reference to the Confidential Information. In the event of the Customer’s failure to duly notify the Service Provider of such termination within the agreed upon timeline captured hereinabove, the Customer shall be liable for any loss, misuse or theft of Confidential Information resulting from such representative’s access.
The obligations of confidentiality under this clause, shall not apply in the circumstances wherein: (i) the information is already existing in the public domain, either at the time of disclosure, or subsequently (through no fault of the Receiving Party); (ii) the information is independently developed by the Receiving Party; (iii) rightfully received from a third party without any obligation of confidentiality; (iv) information disclosed pursuant to any order of a law enforcement agency, Government Authority or regulatory authority, subject to Receiving Party providing the Disclosing Party with prompt written notice of any such order (to the extent permissible); or (v) the Receiving Party is authorised, in writing, by the Disclosing Party, to disclose such Confidential Information.
Without prejudice to any other rights or remedies which the Disclosing Party may have, the Receiving Party acknowledges and agrees that monetary damages may not normally be an adequate remedy for any breach by the Receiving Party of confidentiality and the Disclosing Party shall be entitled to the remedies of injunction, specific performance, and other equitable relief for any threatened or actual breach of any such provision by the Receiving Party or any other relevant person and no proof of special damages shall be necessary for the enforcement by the Disclosing Party of its rights under the Agreement.
Notwithstanding anything to the contrary, the Customer grants to the Service Provider a limited right to use, modify and reproduce Customer Data (i) for the purpose of creating and analysing aggregated and anonymized information to generate statistics pursuant to the Services; and (ii) improving the Services.

9. Termination and Suspension

The Agreement commences on the Effective Date and shall continue until the Term has expired or if the Agreement is terminated, as per the terms captured hereinbelow.
Except as otherwise specified in the Order Form, upon mutual written agreement, the Parties may renew the Term for such extended period.
Either Party may terminate the Agreement if the other Party: (a) fails to cure any material breach of this Agreement within sixty (60) days after written notice of such breach; (b) ceases operation without a successor; or (c) takes any steps or initiates any legal proceedings for its winding-up, liquidation, bankruptcy, or dissolution.
The Service Provider reserves the right to terminate the Agreement by providing the Customer with a prior notice of thirty days.
Effect of Termination. If this Agreement is terminated by the Customer, in accordance with clause 9 (c) or the Service Provider terminates the Agreement in accordance with clause 9 (d), the Customer will pay any unpaid or outstanding fees covering the remainder of the Term of all Order Forms to the extent permitted by Applicable Law. In no event will termination relieve the Customer of its obligation to pay any fees that has accrued or is payable to Service Provider.
Service Provider reserves the right to suspend the Services until all outstanding amounts are paid in full or in the event any form of a Malicious Code, from the Customer’s Systems is hindering, harming or disintegrating the Service Provider’s Services.
In the event the Devices are tampered with and/or damaged, as decided by Cautio the Customer shall be liable to pay (as the case may be) the damages or replacement charges, as communicated through email.
In the event of any delay or non-payment of any fees accrued or due by the Customer, the Service Provider shall have the right to set-off any outstanding or unpaid amounts from the Security Deposit.
If the Customer terminates the Agreement during the Lock-in Period without any breach or default by Cautio, the Customer shall be liable to pay 100% of the fees payable for the remaining Lock-in Period as early termination charges
Upon termination of the Agreement, the Customer shall immediately pay all outstanding unpaid invoice amounts to the Service Provider and Service Provider shall cease rendering the Services with immediate effect.

10. Indemnification

1. Customer shall indemnify, defend and hold harmless, the Service Provider from and against all Claims arising out of (i) any fraud, wilful misconduct and misrepresentation or non-compliance or any breach of any terms, covenant, representation or warranty contained in the Agreement by the Customer or End User(s); (ii) any breach of Applicable Law(s) by the Company or the End User(s); and/or (iii) any claims raised by End User(s).

11. Limitation of Liability

Neither Party shall be liable to the other Party for any punitive, incidental, indirect, special, reliance or consequential damages including loss of business, revenue, or profits whether based on breach of contract, tort (including negligence) or otherwise, and whether or not the Party was advised of the possibility of such loss or damages.
Under any and all circumstances, the Service Provider's gross aggregate liability shall not exceed an amount equal to the Subscription Fees actually paid and received by the Service Provider pursuant to the Agreement during the 30 (Thirty) days immediately preceding the date of claim. To the extent permitted by Applicable Laws, this clause constitutes the entire liability of the Service Provider.

12. Governing Law and Jurisdiction

This Agreement shall be governed in all respects by the Laws of India and the courts at Bengaluru, India shall have exclusive jurisdiction ("Governing Law").
In the event of a dispute, the Parties shall make reasonable efforts to resolve the dispute through mutual discussions and negotiations within a period of 60 (sixty) days from the date of such dispute arising. In the event the Parties fails to settle their dispute through amicable discussions and negotiations, the Parties will refer such dispute to arbitration by a sole arbitrator to be mutually appointed by the Parties, in accordance with the Arbitration and Conciliation Act, 1996 and any amendment thereof. The arbitration proceeding shall be held in Bangalore, India and the arbitration shall be conducted in English language. The award of the arbitrator(s) shall be final and binding on the Parties.

13. Miscellaneous

Force Majeure: Except for payment obligations, if either Party is prevented, restricted, delayed, in the performance of their obligations under this Agreement by force majeure circumstances which are beyond the control of the Parties, the obligations of a Party which cannot be performed by reason of such force majeure conditions shall remain suspended. Where such suspension carries on for a continuous period of over 2 (two) weeks, the Parties shall jointly review the situation and where possible, shall use their best efforts to resolve the situation in such manner as they may mutually agree.
Waiver and Severability: A failure or delay of either party to enforce any of the provisions of this Agreement may in no way be construed to be a waiver of such provision. Any provision of this Agreement that is invalid, illegal, or unenforceable for any reason shall be ineffective only to the extent of such invalidity, illegality, or unenforceability, without affecting in any way the remaining provisions or rendering any other provision of this Agreement invalid, illegal, or unenforceable.
Amendments: An amendment of the Agreement shall be binding upon the Parties so long as it is in writing and executed by the Parties.
Survival: The provisions of the Agreement which whether expressly or by their nature shall survive the termination of the Agreement. Notwithstanding the generality of the foregoing, the following Clauses shall survive the termination of this Agreement: 6 (Disclaimer), 7 (Intellectual Property), 8 (Confidentiality), 11 (b), 12 (Governing Law and Jurisdiction), 13(d) (Survival) for a period of 1 (one) year from date of termination of this Agreement.
Notices: All notices under the terms of the Agreement shall be given in writing and sent by registered or certified mail, with postage prepaid and return receipt requested, to the addresses noted in the signature section of the Order Form. All notices shall be deemed to have been received, upon actual receipt of the same.
Headings: The headings contained in this Agreement are for reference purposes only and shall not affect the meaning or interpretation of the provisions of the Agreement.
Assignment: Neither party may assign any of its rights or obligations under this Agreement without the prior written consent of the other party, except that Cautio may assign its rights and obligations under this Agreement without the consent of Customer (i) in connection with any merger (by operation of Applicable Law or otherwise), consolidation, reorganisation, change in control or sale of all or substantially all of its assets related to the Agreement or similar transaction; and/or (ii) to any third-party(ies), to facilitate the installation of the Devices on the Fleet. This Agreement shall enure to the benefit of and shall be binding on the Customer's permitted assignees, transferees and successors.
Relationship between the Parties: Customer and the Service Provider are independent contractors and the Agreement will not establish any relation of partnership, joint venture, employment, franchise, or agency between the Customer and Service Provider. Each Party shall be responsible for compliance and fulfilment of all Applicable Laws relating to its own employees.
Entire Understanding: The Agreement including any amendments thereof, and additional documents executed between the Parties, pursuant to this Agreement, constitutes the entire understanding of the Parties related to the subject matter hereof. All prior written or oral agreements, understandings, communications, or practices between the Customer and the Service Provider are hereby superseded. In the event of any conflict between the terms of this Agreement and an Order Form, the Order Form shall control, except this Agreement shall govern all terms relating to intellectual property rights, confidential information, representations, warranty, indemnity, and liability unless provided for otherwise.