Terms of Service

In this agreement:

• “Service” means the LeadDesk application made available at lsi.trowcode.com and any associated interfaces.
• “we”, “us”, “our” means Trowcode, a business established in India.
• “you”, “Customer” means the person or entity holding an account on the Service.
• “Customer Data” means all data you introduce into the Service, including contact details of prospective customers.
• “DPDP Act” means the Digital Personal Data Protection Act, 2023 and the rules made under it.

Headings are for convenience and do not affect construction. “Including” means including without limitation. References to a statute include that statute as amended or re-enacted.

By creating an account or using the Service you enter into a binding agreement on these terms. If you do not accept them, you must not use the Service.

You represent that you are competent to contract under section 11 of the Indian Contract Act, 1872, being of the age of majority and of sound mind. Where you accept on behalf of an entity, you represent that you are authorised to bind it, and “you” means that entity.

Our Privacy Policy is incorporated into this agreement by reference.

The Service receives leads from Meta lead advertisements, from connected Google Sheets, and from files you upload; assigns them among your users; records the work done on each; and reports on which advertisements produced revenue.

We may develop, modify and improve the Service. We will not withdraw a material feature without reasonable prior notice to you.

We grant you a non-exclusive, non-transferable, revocable right to use the Service for your internal business purposes for the term of this agreement. No other right is granted.

You must provide accurate registration particulars and keep them current. You are responsible for all activity occurring under your account and for the acts and omissions of your users as if they were your own.

You must keep credentials confidential and must notify us at trowcode@gmail.com without delay on becoming aware of any unauthorised access to or use of your account.

As between you and us, Customer Data belongs to you. You grant us a limited, non-exclusive, worldwide, royalty-free licence to host, store, transmit, display and process Customer Data solely to the extent necessary to provide the Service to you, to support you, and to comply with law. This licence ends when the data is deleted.

In respect of personal data within Customer Data, you are the Data Fiduciary and we are a Data Processor acting on your documented instructions under section 8(2) of the DPDP Act. Our processing obligations are set out in the Privacy Policy, which the parties agree constitutes the contract required by that section.

You are responsible for discharging the duties of a Data Fiduciary, including giving notice and obtaining consent under sections 5 and 6 of the DPDP Act, responding to requests from Data Principals, and maintaining the accuracy of the data you introduce.

You warrant that in respect of all Customer Data you introduce:

• you have a lawful basis under the DPDP Act to process it and to disclose it to us for processing;
• it was collected lawfully and directly or through a source entitled to supply it, and is not purchased, scraped or otherwise unlawfully obtained;
• its introduction into the Service does not breach any contract, confidence or third-party right.

The Service records a consent indicator against each lead. That field is a record you maintain. Its presence does not establish a lawful basis, and we make no representation that consent has been validly obtained.

The Service assists you in telephoning and messaging the persons whose details you introduce. Responsibility for the lawfulness of that contact rests with you alone.

You undertake that you will:

• comply with the Telecom Commercial Communications Customer Preference Regulations, 2018 and any successor regulations of the Telecom Regulatory Authority of India, including registration where required and scrubbing against the National Customer Preference Register;
• honour do-not-disturb preferences and every opt-out request, promptly and across all channels;
• comply with the terms of any messaging platform you use through or alongside the Service, including WhatsApp’s Business Messaging Policy;
• not use the Service to send unsolicited commercial communications, to make automated or pre-recorded calls where prohibited, or to contact any person outside permitted calling hours.

You must not, and must not permit any person to:

• use the Service in contravention of any law, including the Information Technology Act, 2000 and the DPDP Act;
• attempt to access another Customer’s data, or to probe, scan, circumvent or test the vulnerability of the Service or its infrastructure;
• interfere with the operation of the Service, impose an unreasonable load on it, or circumvent any rate limit or usage restriction;
• reverse engineer, decompile, or attempt to derive the source code of the Service, save to the extent this restriction cannot lawfully be imposed;
• resell, sublicense, or make the Service available to a third party as a service;
• introduce any virus, worm or other harmful code, or use the Service to harass, defraud or defame any person.

We may investigate a suspected breach of this clause and may take such action as we consider appropriate, including suspension under clause 15 and disclosure to law enforcement.

Connecting Meta or Google is optional. Your use of those platforms is governed by your own agreements with them, to which we are not party.

We are not responsible for the availability of those platforms, for changes to their application programming interfaces or policies, or for any decision they take in respect of your account. Where a platform withdraws or restricts access, features of the Service dependent on it may cease to function, and this does not constitute a breach by us.

Where the Service is offered on payment, the fees, billing cycle and payment terms are those set out at the point of subscription. Fees are exclusive of goods and services tax and any other applicable levy, which you must pay in addition at the prevailing rate.

Except where required by law, fees paid are non-refundable. We may revise fees on not less than thirty (30) days’ notice, effective from your next billing cycle.

All intellectual property in the Service, including its software, design, and documentation, vests in us and our licensors. Nothing in this agreement transfers any such right to you.

Where you give us feedback or suggestions, we may use them without restriction and without obligation to you.

Each party must keep confidential the non-public information of the other disclosed in connection with this agreement, and must not use it except for the purposes of this agreement. This obligation survives termination for three (3) years, and indefinitely in respect of personal data.

Each party warrants that it has the power and authority to enter into this agreement.

Save as expressly stated, and to the fullest extent permitted by law, the Service is provided “as is” and “as available”, and all warranties, conditions and terms implied by statute, common law or otherwise, including as to merchantability, fitness for a particular purpose, accuracy and non-infringement, are excluded.

We do not warrant that the Service will meet your requirements, that lead scoring or reporting will be accurate or produce any commercial result, or that data will be synchronised without loss or delay.

Neither party is liable for indirect, incidental, special or consequential loss, or for loss of profit, revenue, business, goodwill, anticipated savings or data, however arising.

Our aggregate liability arising out of or in connection with this agreement, whether in contract, tort (including negligence), breach of statutory duty or otherwise, is limited to the total fees paid by you to us in the twelve (12) months preceding the event giving rise to the claim, or five thousand rupees (₹5,000) where no fees have been paid.

Nothing in this agreement excludes or limits liability for fraud, fraudulent misrepresentation, wilful misconduct, or any liability that cannot lawfully be excluded or limited. The limitations in this clause do not apply to your obligations under clause 13.

This agreement commences when you first use the Service and continues until terminated in accordance with this clause.

You may terminate at any time by ceasing use and requesting closure of your account.

We may suspend access immediately where your use presents a security or legal risk to us, to other Customers, or to any third party, or where required by law. We will restore access once the cause is resolved.

We may terminate on thirty (30) days’ notice for convenience, or immediately on written notice where you commit a material breach not remedied within fifteen (15) days of notice, or where you become insolvent.

On termination your right to use the Service ends. You may request an export of Customer Data within thirty (30) days of termination, after which it is erased in accordance with the Privacy Policy. Clauses 1, 5.1, 11, 12.2, 13, 14, 16, 17 and 18 survive termination.

This agreement and any dispute or claim arising out of or in connection with it, including a non-contractual one, is governed by and construed in accordance with the laws of India.

The parties shall first attempt in good faith to resolve any dispute by discussion within thirty (30) days of written notice of it.

Failing resolution, the dispute shall be referred to and finally resolved by arbitration under the Arbitration and Conciliation Act, 1996, before a sole arbitrator appointed by agreement between the parties. The seat and venue of arbitration shall be the city in which we have our principal place of business in India, and the proceedings shall be conducted in English. The award shall be final and binding.

Subject to clause 17.3, the courts having jurisdiction over our principal place of business in India shall have exclusive jurisdiction over any dispute arising out of or in connection with this agreement. Nothing prevents either party from seeking interim or injunctive relief from a court of competent jurisdiction.

Amendment. We may amend these terms. Where an amendment is material we will give notice within the Service or by email not less than fifteen (15) days before it takes effect. Continued use after that date constitutes acceptance; if you do not accept, you may terminate under clause 15.2.

Notices. Notices to us must be sent to trowcode@gmail.com. Notices to you may be given within the Service or to the email address on your account, and are deemed received on the next business day.

Assignment. You may not assign this agreement without our prior written consent. We may assign it to a successor of our business on notice to you.

Severability. If any provision is held invalid or unenforceable, it shall be severed and the remainder shall continue in full force.

Waiver. No failure or delay in exercising a right operates as a waiver of it, and no single exercise precludes any further exercise.

Relationship. Nothing in this agreement creates a partnership, joint venture, agency or employment relationship between the parties.

Entire agreement. This agreement, together with the Privacy Policy, constitutes the entire agreement between the parties and supersedes all prior discussions and representations, save for fraudulent misrepresentation.