Q2T-HAPPAY TERMS OF USE

1. Definitions and Happay Service Model

• 1.1 “Applicable Laws” means all laws, statutes, ordinances, rules, regulations, orders and directions of any governmental, regulatory or judicial authority having the force of law in India, as amended from time to time.
• 1.2 “Affiliate” means, with respect to a Party, any person that directly or indirectly Controls, is Controlled by, or is under common Control with that Party.
• 1.3 “Client Data” means all data, including Personal Information and User data, submitted to, uploaded to, transmitted through or otherwise made available in connection with the Happay Software or Services by or on behalf of the Client or its Users.
• 1.4 “Confidential Information” means all non-public information exchanged or disclosed by or on behalf of a Party or its representatives, in any form, including business, commercial, technical, financial, product, software, security, transaction, employee and Personal Information, and the existence and terms of the Agreement.
• 1.5 “Force Majeure Event” means an event beyond the reasonable control of the affected Party that is not attributable to its fault or negligence and cannot be avoided through due care, skill and reasonable business continuity or disaster recovery planning, including acts of God, pandemics, government intervention, war, hostilities, terrorism, emergencies, industrial action, sabotage, riots, network interference, floods, fires, explosions, epidemics and catastrophes.
• 1.6 “Happay Software” means the Happay software application and its modules and components, including Happay Expense, Travel and Expense Analytics, and related mobile applications and web dashboards, whether available now or in the future.
• 1.7 “Happay Services” or “Services” means the implementation, access, subscription, support and related services made available by Q2T to the Client through the Happay Software, as specified in the Addendum.
• 1.8 “MMT Group” means MakeMyTrip (India) Limited and its Affiliates. The Happay Software is proprietary to the MMT Group and/or its licensors. Q2T is an authorised reseller of the Happay Software and Services and may engage the MMT Group and other subcontractors to host, operate, maintain, support, secure and otherwise deliver the Services.
• 1.9 Q2T is the Client’s sole contractual counterparty for the Services, including ordering, fees, implementation, support and contractual remedies, and remains responsible for Q2T’s obligations under the Agreement. No MMT Group entity is a party to the Agreement or assumes any contractual obligation or liability to the Client in connection with the Services, except to the extent expressly agreed in a separate written agreement signed by that MMT Group entity.
• 1.10 “Personal Information” has the meaning given to it under the Digital Personal Data Protection Act, 2023 and the rules made under it, as amended from time to time. “User” means a person authorised by the Client to access or use the Services.
• 1.11“Scope of Work” means a document setting out the scope and implementation of the Services, as agreed by the Parties. “Subscription Term” means the term specified in the Addendum.

2. Happay Service

2.1 Subject to the Agreement, Q2T grants the Client a limited, non-exclusive, non-transferable, non-sublicensable and revocable right for its authorised Users to access and use the Happay Software during the Subscription Term solely for the Client’s internal business purposes.

2.2 The Client and Q2T shall cooperate in good faith during implementation and shall adhere to the implementation timelines specified in the applicable Scope of Work. The Client shall provide timely, accurate and complete information, assistance and access reasonably required for implementation and configuration.

2.3 The Client is solely responsible for: (a) providing reimbursement policies, other Client policies and relevant data; (b) obtaining, operating and maintaining at its own cost all third-party hardware, software, licences, connectivity, credentials and support required for any integration; (c) keeping relevant third-party licence releases and Happay Software products current where required to continue using the Services or enable additional features; and (d) the actions and omissions of its Users.

2.4 Delays caused by the Customer or third parties engaged by the Customer shall entitle the Service Provider to pause implementation, and revised timelines shall be agreed at additional cost to the Customer. Delays solely attributable to the Service Provider shall be remedied at no additional cost to the Customer. The Client agrees that implementation related service may be fulfilled by Service Provider implementation Partners.

2.5 At the Client’s request, Q2T may extend the Services to the Client’s Affiliates. The accounting treatment of each such Affiliate shall be separate and individual; however, the Client and each relevant Affiliate shall be jointly and severally liable for all payment obligations relating to that Affiliate’s use of the Services.

2.6 The Client shall not, and shall not permit or encourage any User to: (a) copy the Happay Software or create a database of its content or output; (b) remove, alter or hide any copyright, trade mark, notice, code or identifier; (c) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer or otherwise make the Happay Software available to a third party; (d) modify, adapt, reverse engineer, reverse assemble, reverse compile, tamper with or create a competing product from the Happay Software; (e) use the Happay Software for an unlawful or unauthorised purpose or to facilitate illegal activity; (f) introduce malware, viruses, trojan horses or harmful code; or (g) allow the Happay Software to become subject to a charge, lien or encumbrance. These restrictions apply except to the extent an Applicable Law incapable of exclusion by agreement expressly permits the relevant activity.

2.7 Q2T shall use commercially reasonable endeavours to make the Services available to the Client, excluding downtime for planned or emergency maintenance. Q2T or the MMT Group may upgrade, modify, replace, improve or reconfigure the Happay Software from time to time, with or without notice, provided that this does not materially reduce the basic functionality required under the Agreement.

2.8 Q2T may suspend a User’s or the Client’s access to the Services if Q2T reasonably believes that the Services are being used for an unauthorised purpose, there is a suspected Intellectual Property Rights infringement, or an undisputed payment due under the Addendum remains unpaid after prior written notice. Q2T shall promptly notify the Client of a suspension, where reasonably practicable.

3. Fees and Payment

3.1 The implementation fees, subscription fees, payment due dates, billing frequency, taxes and other applicable charges for the Services shall be those specified in the Addendum. The Client shall pay Q2T all undisputed amounts due under the Addendum for the implementation, subscription and use of the Happay Software and Services.

3.2 Taxes, duties, levies and statutory charges shall be payable as specified in the Addendum or, if not specified, in addition to the agreed fees where applicable under Applicable Laws.

4. Intellectual Property and Feedback

4.1 The MMT Group and/or its licensors retain all right, title and interest in the Happay Software, including all derivatives, customisations, enhancements and improvements. Q2T retains all right, title and interest in its own services, documentation and materials. Except for the limited access right expressly granted in clause 2.1, no Intellectual Property Rights or other right, title or interest in the Happay Software or Services is granted to the Client by implication, waiver, estoppel or otherwise.

4.2 Q2T confirms that it has the rights necessary to grant the access rights it grants under the Agreement.

4.3 The Client shall not remove or interfere with any Q2T or MMT Group branding, copyright notice, trademark, proprietary notice or other identifier appearing in connection with the Happay Software or Services, except as expressly agreed in writing.

4.4 Subject to prior written intimation, Q2T may use the Client’s logo, brand name and trademark solely to identify the Client as a user or recipient of the Services.

4.5 Q2T and the MMT Group may use suggestions, enhancement requests, recommendations, ideas, corrections and other feedback provided by the Client or Users, and may compile statistical and other information relating to the performance, operation and use of the Services, for security and operations management, research and development and other business purposes.

5. Data Privacy, Security and Confidentiality

5.1 Q2T shall ensure that the MMT Group and other service providers engaged to deliver the Services periodically review their security and compliance programmes and maintain industry-standard security protections and procedures, such as ISO 27001, to protect the confidentiality, security, availability and integrity of Client Data.

5.2 The Client is responsible for procuring, maintaining and securing its network connections, systems and equipment; preventing unauthorised use of the Happay Software and Services; using suitable current virus protection; and all problems, conditions, delays, delivery failures, losses and damages arising from or related to its network, systems or equipment.

5.3 The Client represents and warrants that it has established required notices and policies, complies with applicable data protection laws.

5.4 Subject to this Terms, the MMT Group and their service providers may host, store, access, transmit, use and process Client Data only as necessary to provide, operate, maintain, support, secure and improve the Services; configure the Services; generate Client reports and analytics; prevent, identify and address security, fraud and technical issues; comply with Applicable Laws; and perform obligations under the Agreement.

5.5 Each receiving Party shall use the other Party’s Confidential Information only to perform or exercise rights under the Agreement, protect it using at least reasonable care, and not disclose it to a third party except with the disclosing Party’s prior written consent, to permitted service providers bound by confidentiality obligations, or as required by law. A receiving Party compelled by law to disclose Confidential Information shall, to the extent legally permitted, give prior notice and reasonable assistance at the disclosing Party’s cost.

5.6 On expiry or termination of the Agreement, each Party shall promptly return or destroy the other Party’s Confidential Information, except to the extent retention is required by Applicable Laws or permitted under the Agreement. On the Client’s specific request, Q2T shall arrange for Client Data to be anonymised, returned or destroyed, or otherwise processed in accordance with Applicable Laws. Q2T is not responsible for the use, disclosure, modification or deletion of Client Data transmitted to or accessed by non-Happay third-party software or platforms.

5.7 A breach of this clause may cause irreparable harm for which monetary damages are not an adequate remedy. The disclosing Party may seek legal or equitable remedies. This clause survives expiry or termination of the Agreement.

6. Disclaimers, Indemnities and Liability

6.1 Except for the warranties and representations expressly made in the Agreement, Q2T makes no warranty or representation, express or implied, including any warranty of merchantability, satisfactory quality or fitness for a particular purpose. The Services and Happay Software are made available on an “as is” and “as available” basis.

6.2 Q2T shall not be liable for: (a) erroneous, inaccurate, faulty or miscalculated input provided by the Client or a User, unauthorised use of the Services or resulting outcomes; (b) errors or interruptions caused by acts or omissions of third parties, except where solely attributable to Q2T, or use of a non-current or altered Happay Software version; or (c) liabilities arising from third-party products or services used in combination or integration with the Happay Software or Services, or from Client-requested transfers of User data to third parties.

6.3 Subject to clause 6.5, each Party shall indemnify, defend and hold harmless the other Party and its officers, employees and directors from claims, demands, suits, judgments, expenses, liabilities and losses, including reasonable attorney fees, arising from the indemnifying Party’s: (a) breach of Applicable Laws; (b) breach of the Agreement; (c) breach of a representation or warranty; or (d) fraud, gross negligence or wilful omission. Q2T shall also indemnify the Client for a third-party claim alleging that the Services as made available by Q2T infringe that third party’s Intellectual Property Rights.

6.4 An indemnified Party shall promptly notify the indemnifying Party of relevant threats, claims and proceedings, provide reasonable assistance, and allow the indemnifying Party the opportunity to assume sole control of the defence and settlement of the claim.

6.5 If any part of the Services becomes, or in Q2T’s opinion is likely to become, subject to an infringement claim, Q2T may, as the Client’s sole and exclusive remedy: (a) procure the right for the Client to continue using the Services; (b) replace or modify the affected Services so that they become non-infringing; or (c) suspend or terminate the Client’s rights to the affected Services.

6.6 Neither Party shall be liable for indirect, incidental, special, consequential, exemplary or punitive damages, or for lost profits, revenues, goodwill, anticipated savings, Clients, data, business interruption or replacement-service costs, arising from the Agreement, whether or not advised of the possibility of such damages.

6.7 To the maximum extent permitted by Applicable Laws, Q2T’s aggregate liability arising from or in connection with the Agreement shall not exceed the subscription fees actually paid and received by Q2T for the three months immediately preceding the event giving rise to the claim. This clause states Q2T’s entire liability under the Agreement.

7. Term, Termination and Effect

7.1 These Terms apply from the effective date of the Addendum and continue for the Subscription Term, unless earlier terminated in accordance with the Addendum. Termination or expiry of the Addendum terminates the Client’s and Users’ rights to access and use the Services, unless the Parties agree otherwise in writing.

7.2 On expiry or termination, the Client shall immediately pay all outstanding undisputed amounts due to Q2T and cease using the Services. Expiry or termination is without prejudice to accrued rights and obligations. Clauses concerning Intellectual Property, data privacy, security, confidentiality, disclaimers, indemnities, liability, term and termination, and general provisions survive expiry or termination to the extent their nature requires.

8. General

8.1 The Addendum, these Terms and each applicable Scope of Work constitute the entire understanding between Q2T and the Client relating to the Services and supersede prior written or oral agreements, understandings, communications and practices relating to the Services. Pre-printed terms on a Client order, purchase order or form have no legal effect and do not modify these Terms unless expressly accepted by Q2T in writing.

8.2 Any amendment to the Agreement must be in writing and signed by duly authorised representatives of Q2T and the Client, except where the Addendum expressly permits a different method of amendment.

8.3 Q2T and the Client are independent contractors. Nothing in the Agreement creates a partnership, franchise, joint venture, agency, fiduciary or employment relationship between them.

8.4 No failure or delay in exercising a right constitutes a waiver. Rights and remedies are cumulative and do not exclude rights or remedies available under Applicable Laws, unless the Agreement expressly provides otherwise.

8.5 If a provision of the Agreement is illegal, invalid or unenforceable, the remaining provisions remain legal, valid and enforceable.

8.6 Neither Party is liable for failure to perform an obligation caused by a Force Majeure Event. The affected Party shall notify the other Party within ten days of the event, and the affected obligations shall be suspended for its duration. Payment obligations for Services already rendered or continuing to be rendered remain payable. If the event continues for four weeks, the unaffected Party may terminate the affected Services on fourteen days’ written notice.

8.7 The Parties shall first attempt in good faith to resolve a dispute through discussions and negotiations within fifteen working days after it arises. Any claim against Q2T under the Agreement may be raised only by the Client, on its own behalf or on behalf of its Users.

8.8 The Agreement is governed by the laws of India. Courts at Mumbai shall have exclusive jurisdiction over disputes arising out of or in connection with the Agreement.

8.9 Notices and other communications must be in writing and delivered by official email and are deemed received within one day of the sent date, unless the Addendum specifies different notice details or procedures.

8.10 Neither Party may assign its rights or obligations without the other Party’s prior written consent, except that Q2T may assign its rights and obligations to its subsidiaries, Affiliates, holding companies or companies under common control without prior consent.

8.11 The Addendum and any amendment may be executed in counterparts, including by electronic or digital signature, each of which is deemed an original and all of which together form one instrument.