Master Software Subscription Agreement (MSSA)

Last updated: 2026-05-13

This Master Software Subscription Agreement ("Agreement") governs the subscription to and use of the SwishX platform, products, and services by the subscribing client entity. By executing a Commercial Proposal or Order Form that references this Agreement, you ("Client") acknowledge that you have read, understood, and agree to be bound by the terms below.

If you are executing on behalf of an organization, you represent that you have authority to bind that organization, and "you" refers to that organization.

In the event of a conflict between this Agreement and an Order Form, the Order Form controls.

1. Definitions

• "Applicable Law" means all laws, regulations, and orders with jurisdiction over a Party or the Services.
• "Client Data" means any data, files, content, or information that the Client (or its users, partners) submits to or is processed by the Platform on Client's behalf, including outputs derived from Client Data.
• "Confidential Information" means any information disclosed by or on behalf of a Party that is identified as confidential or would reasonably be considered confidential.
• "Customizations / Deliverables" means configurations, connectors, reports, templates, UI, functionality, features, analytics, scripts, and other outputs produced during Professional Services, excluding the underlying Platform and Service Provider IP.
• "Order Form" means a document (including any Expansion Order) that sets out subscription term(s), fees, limits, and commercial terms executed under this Agreement.
• "Professional Services" means implementation, configuration, advisory, integration, and related services provided under the SOW/Order Form.
• "Service Level Agreement" or "SLA" means Schedule C in the Techno-Commercial Order Form.
• "Service Provider IP" means the Platform, codebase, models, algorithms, UX, documentation, architectures, and all enhancements, updates, derivatives, Deliverables and Customizations, and all related IP rights.
• "Subscription Services" means the hosted functionality of the Platform made available to the Client during the applicable subscription term.

"Including" means "including without limitation." Headings are for convenience only.

2. Scope and Licence

• During the applicable subscription term, and subject to timely payment of fees, SwishX will provide the Client access to the Subscription Services in accordance with this Agreement, the applicable Order Form(s), Documentation, and the SLA.
• Implementation, configuration and related services will be provided as described in Schedule B (SOW) in the applicable Order Form.
• Unless expressly stated otherwise in an Order Form, the Platform is hosted and managed by SwishX in a multi-tenant cloud environment.
• SwishX will operate the distribution of mobile and web applications through developer accounts controlled by BenPlat EPP Technology Pvt. Ltd. (SwishX). The Client will receive tenant-level branding, naming, and domain/app display rights for production use.
• The Parties may undertake joint press releases, case studies, and reference activities subject to mutual approval and without disclosure of Client Confidential Information.

3. Rights, Use Scope and Restrictions

Subject to timely payment of fees, SwishX grants to the Client a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Subscription Services during the subscription term solely for Client's internal business purposes.

Unless otherwise stated in an Order Form, use is authorised for the specific division/business unit and territory listed in the applicable Order Form. Additional divisions, affiliates, or territories may be onboarded via an Expansion Order or Affiliate Joinder referencing this Agreement, with any incremental fees specified therein.

Client shall not (and shall not permit others to):
• Copy, modify or create derivative works of the Platform.
• Reverse engineer or decompile.
• Access to build a competitive service.
• Remove proprietary notices.
• Use in violation of Applicable Law or this Agreement.
• Resell, lease, or provide the Services to third parties, except as expressly permitted in an Order Form.

Client Data ownership: As between the Parties, Client owns all Client Data (including outputs derived from Client Data). SwishX may process Client Data solely to provide the Services, maintain and secure the Platform, and as required by law.

Telemetry: SwishX may collect usage statistics and metadata (excluding Client Data content) for service improvement and capacity planning.

4. Professional Services, Acceptance and Dependencies

• SwishX will perform Professional Services in a professional and workmanlike manner using appropriately skilled personnel in Software Engineering, Product Management, System & User Experience Design, Project Management and Industry Experts.
• All Deliverables and Customizations are part of the Service Provider IP. Subject to full payment, the Client receives a license to use such Deliverables solely with the Subscription Services for internal business purposes during the subscription term.
• Where acceptance criteria are specified in the SOW/Order Form, Client will accept or provide specific, reasonable rejection details within ten (10) days of delivery; otherwise acceptance is deemed.
• Client's obligations and dependencies are listed in Schedule B in the Commercial Order Form. Any delay or failure by Client to provide dependencies extends SwishX's timelines day-for-day and does not defer SwishX's right to invoice fees as per the SOW/Order Form.

5. Fees and Payment

• Client will pay Subscription Fees and Professional Services Fees as specified in the applicable Order Form(s) and SOW.
• Fees are exclusive of GST and other applicable taxes.
• Invoices are due within fifteen (15) days from invoice date.
• Overdue amounts accrue interest at 1.5% per month. SwishX may suspend Services for unpaid amounts after seven (7) days' prior notice.
• Payments are non-cancellable and, except as expressly provided, non-refundable.

6. Service Availability and Support

SwishX will provide the Services in accordance with the SLA in Schedule C of the Order Form(s). Scheduled maintenance may be performed with prior notice as described in the SLA.

7. Confidentiality

Each Party will protect the other's Confidential Information with at least reasonable care, use it only to perform this Agreement, and disclose it only to personnel under confidentiality obligations and with a need to know.

8. Intellectual Property

• SwishX exclusively owns all Service Provider IP, including the Platform, documentation, Deliverables and Customizations, and all modifications, updates, and derivatives. Client owns Client Data.
• SwishX may use feedback freely with no obligation to implement.

9. Data Protection and Security

SwishX will implement appropriate technical and organisational measures designed to protect Client Data against unauthorised access, loss, or alteration and will process Client Data in accordance with Applicable Law. Upon termination, a data export will be available for ninety (90) days, after which data will be securely deleted/anonymised unless retention is required by law.

10. Representations, Warranties and Disclaimers

• Each Party represents that it has valid authority to enter and perform this Agreement.
• SwishX warrants that the Services will materially conform to the Documentation/SLA; Client's exclusive remedies are re-performance or service credits per the SLA.
• Except as expressly stated, the Services and Deliverables are provided "as is" without warranties of any kind (express, implied, statutory, or otherwise).

11. Indemnities

• SwishX will defend and indemnify Client against third-party claims alleging that authorised use of the Platform infringes intellectual property rights, subject to standard conditions (prompt notice, control, cooperation).
• Exclusions: Claims arising from unauthorized use, combinations not supplied by SwishX, Client Data, or modifications not made by SwishX.
• Mitigation: SwishX may procure rights, modify/replace, or terminate the affected Services with a pro-rata refund for prepaid, unused fees.
• Client will defend and indemnify SwishX against claims arising from Client Data or Client's breach of law/this Agreement.

12. Limitation of Liability

• Neither Party is liable for indirect, incidental, consequential, special, punitive or exemplary damages, or loss of profits, revenue, goodwill or data.
• Except for (i) indemnities under Clause 11, (ii) breaches of Clause 7 (Confidentiality) or Clause 9 (Data Protection), or (iii) wilful misconduct or fraud, each Party's aggregate liability in any twelve-month period is limited to the Subscription Fees paid or payable by Client for the Services in the immediately preceding twelve (12) months, or INR 10,00,000 (Indian Rupees Ten Lakhs), whichever is higher.

13. Term, Renewal and Termination

• This Agreement begins on the Effective Date and continues until terminated as set out herein. Subscription terms are set in the applicable Order Form(s).
• Upon expiry of the initial 36-month subscription period defined in the first Order Form for the applicable business unit, the subscription will automatically renew for successive twelve (12) month periods unless either Party gives written notice of non-renewal at least ninety (90) days prior to the end of the then-current term.
• If Client terminates the subscription for convenience or without cause during the initial 36-month period, Client shall pay an early termination charge equal to seventy-five percent (75%) of the remaining unpaid monthly subscription fees for the remainder of that initial term (a reasonable pre-estimate of damages). This charge does not apply to Client's termination for SwishX's uncured material breach or chronic SLA failure expressly permitting termination for cause under Schedule C.
• Either Party may terminate for material breach not cured within thirty (30) days of written notice. SwishX may terminate immediately for non-payment persisting over thirty (30) days.
• Upon termination/expiration, Client access ceases; SwishX will provide data export as per Clause 9; unpaid fees become immediately due.
• The provisions of Clauses 3 through 12, Clauses 13.5 and 13.6, and Clauses 15 through 16 shall survive the expiration or termination of this Agreement, regardless of the reason for such expiration or termination.

14. Non-Solicitation

For twelve (12) months after the later of the Term or the Subscription Term in the Order Form(s), neither Party will solicit for employment any employee of the other Party directly engaged in the Services, except via public advertisements.

15. Relationship of the Parties

The Parties are independent contractors; no partnership, joint venture, agency or employment relationship is created.

16. Miscellaneous

• Assignment: Neither Party may assign this Agreement without the other's consent, except to an affiliate or in connection with a merger, acquisition, or sale of substantially all assets, with notice.
• Governing Law and Jurisdiction: This Agreement shall be governed by the laws of India. Subject to the arbitration provisions set forth herein, the courts located at Bengaluru, India, shall have exclusive jurisdiction over any disputes arising out of or in connection with this Agreement.
• Dispute Resolution: Any dispute not resolved amicably within thirty (30) days shall be referred to arbitration in accordance with the Arbitration and Conciliation Act, 1996. The arbitration shall be conducted by a sole arbitrator mutually appointed by the Parties. The seat and venue shall be Bengaluru, India. The language shall be English. The award shall be final and binding.
• Notices: Notices to the addresses/emails specified in the applicable Order Form are deemed delivered per standard modes (hand/courier/registered post/email with confirmation).
• Force Majeure: Neither Party is liable for delays/failures due to causes beyond reasonable control (excluding payment obligations). If such event continues for thirty (30) days, either Party may terminate the affected Order Form; prepaid unused Subscription Fees for the terminated portion will be refunded.
• Severability and Waiver: If any provision is held invalid, it shall be modified to effectuate the Parties' intent or severed, with remaining provisions in full force. No failure or delay in exercising any right operates as a waiver.
• Entire Agreement: This Agreement, together with its Schedules and any Order Form(s), constitutes the entire agreement between the Parties and supersedes all prior agreements. No amendment is valid unless in writing executed by both Parties.
• Counterparts and E-signatures: This Agreement may be executed in counterparts, including electronically.

BenPlat EPP Technology Pvt. Ltd. (d/b/a SwishX)
CIN: U82990KA2023PTC178409 | GST: 29AALCB9215G1ZF
enterprise@swishx.com | +91 8104559747

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