Terms and Conditions

These Terms govern the supply, installation, licensing and support of the InsiderQ Structured Digital Database software by Naapbooks Limited. They apply to every order, quotation, installation and support engagement unless expressly varied in writing signed by both parties. Clause 9 sets out the regulatory position — what the software is designed to support, and what cannot be warranted by any supplier.

1. Definitions

1.1“Naapbooks” means Naapbooks Limited, CIN L72900GJ2017PLC096975, 901 Shivarth – The Ace, Sindhu Bhavan Road, Ahmedabad 380054, Gujarat, India.

1.2“Client” means the entity named in the order or quotation.

1.3“Software” means InsiderQ in the edition licensed — InsiderQ for listed entities or InsiderQ I&F for intermediaries and fiduciaries — together with its documentation.

1.4“Environment” means the server, operating system, database, network and related infrastructure on which the Software is installed, in every case designated and controlled by the Client.

1.5“Database” means the structured digital database created and maintained by the Client through the Software.

1.6“PIT Regulations” means the SEBI (Prohibition of Insider Trading) Regulations, 2015, as amended.

1.7“Support Hours” means 10:00 to 18:00 India Standard Time, Monday to Friday, excluding national holidays.

2. Licence

2.1The Software is licensed, not sold. Naapbooks grants the Client a non-exclusive, non-transferable licence to use the Software for the Client’s own compliance purposes, for the subscription term, in the edition and for the entity named in the order.

2.2The licence covers one production instance for one legal entity. A test, training or disaster-recovery instance requires a separate licence or is chargeable as an additional deployment.

2.3The Client shall not sublicense, resell, white-label, rent or provide the Software as a service to any third party, nor use it to maintain the database of any entity other than the licensed entity.

2.4The Client shall not decompile, reverse-engineer or modify the Software, its database schema or its builds. Configuration through the features provided in the application is not a modification.

2.5All intellectual property in the Software, in any customisation and in all documentation remains with Naapbooks. Customisation developed at the Client’s request and cost is licensed to the Client on the same terms; ownership does not transfer unless expressly agreed in writing.

2.6Data recorded by the Client in the Database belongs to the Client. Naapbooks claims no right in it.

3. The Environment, and what the Client provides

3.1The Software is installed in an Environment designated and controlled by the Client, whether on the Client’s premises, in the Client’s own cloud tenancy, or on infrastructure facilitated by Naapbooks under a separate Hosting Services Schedule.

3.2The Client shall provide an Environment meeting the published System Requirements current at the date of installation. Naapbooks is not responsible for performance, defects or unavailability arising from an Environment that does not meet them.

3.3SMTP. Email notification and alert functionality requires an SMTP service. The SMTP service, its credentials, its sending limits, its reputation and its deliverability are provided and maintained by the Client’s own IT function. Naapbooks configures the SMTP settings once at installation. Naapbooks does not relay, queue or send mail on the Client’s behalf, and is not responsible for messages delayed, rejected, throttled, quarantined or classified as spam by any mail service.

3.4Network. A static IP address, hostname and TLS certificate are provided by the Client. Firewalls, proxies, VPNs, endpoint protection and zero-trust layers between users and the Software are configured and maintained by the Client. Where such a control prevents the Software functioning, resolution is the Client’s.

3.5Prerequisites. Web server, database server and runtime are installed by the Client’s IT function, or by Naapbooks where separately contracted and charged.

3.6Browsers. The Software is supported on the current and immediately preceding major versions of Google Chrome, Microsoft Edge and Mozilla Firefox. Other browsers, and older versions, are not supported.

4. Credentials, access and account recovery

4.1On completion of installation, all administrative credentials — server root or Administrator, database, application administrator, SMTP, and where applicable the hosting provider console — are transferred to the Client and recorded in a Credential Handover Record signed by both parties. Naapbooks retains none.

4.2The Client shall rotate every transferred credential immediately on receipt, and shall maintain credential hygiene thereafter, including the prompt disabling of accounts belonging to persons who have left or changed role.

4.3Account recovery. A user who forgets a username or password recovers it through the application’s own reset process, administered by the Client’s Compliance Officer or another application administrator. Naapbooks cannot reset an application password, recover a username or unlock an account, because Naapbooks holds no credential and no access to the Database. This is a consequence of the custody position at clause 8 and is not a limitation that can be waived on request.

4.4Two administrators. The Client shall at all times maintain at least two active application administrator accounts. Where the sole administrator account becomes inaccessible, recovery requires direct database intervention by the Client’s own database administrator; Naapbooks can supply the documented procedure but cannot perform it.

4.5Naapbooks will never request a password, login, one-time code or any other credential from the Client, in any channel, for any reason. A request purporting to come from Naapbooks and asking for a credential should be refused and reported to the support manager.

5. Data, records and imports

5.1The accuracy, completeness and timeliness of records in the Database are the Client’s responsibility. Recording unpublished price sensitive information is a compliance activity performed by the Client’s officers, not a service performed by Naapbooks.

5.2Naapbooks does not perform data entry on the Client’s behalf.

5.3Bulk data may be imported using the templates supplied with the Software. Imports that do not conform to the template, or that contain malformed, duplicated or inconsistent data, may require remedial work, which is chargeable at the applicable rate.

5.4Backup and recovery is the Client’s responsibility in every deployment arrangement. Naapbooks holds no copy, snapshot or backup of the Database and is therefore unable to restore data from its own records. Naapbooks supplies the backup procedure, will configure a backup job to a destination the Client nominates and controls, and will assist with restoration on request from a backup the Client provides.

5.5Retention periods are configured and enforced by the Client. Regulation 3(6) of the PIT Regulations requires preservation for not less than eight years after completion of the relevant transactions, and until completion of any proceedings of which SEBI gives notice. Naapbooks does not delete Client data.

6. Changes to the Environment

6.1The following are re-deployment activities and are chargeable at the deployment rate then applicable, whether or not the Client holds a support plan with included hours: migration of the Software to a different server, virtual machine or hosting provider; change of server hostname, IP address or domain where it requires reconfiguration or certificate re-issue; major-version upgrade of the operating system, web server or database server; restoration of the Software or Database onto a server other than that on which it was installed; and re-installation following loss of the Environment where the loss did not arise from a defect in the Software.

6.2The Client shall give Naapbooks reasonable notice before any change described in clause 6.1. Changes made without notice may render the Software inoperable, and rectification is chargeable.

6.3Where the Client upgrades any prerequisite beyond the versions stated in the current System Requirements, compatibility work may be required and is chargeable.

6.4Moving the Software to a different Environment may require a licence re-issue. Re-issue is not withheld unreasonably and is not separately charged.

7. Support

7.1Support is provided in accordance with the Service Level Agreement current at the date of the order, during Support Hours, through the support portal at erp.naapbooks.com/insiderq-support/new, by email to support@naapbooks.com, or through the help function within the Software. A ticket reference is required for a service level to apply.

7.2Support covers defects in the Software and assistance with its documented functionality. It does not cover: issues arising from an Environment that does not meet the published System Requirements, or from Client modification of the Software, schema or server configuration; third-party software, mail, network, cloud or security services operated by or for the Client; data entry, data quality, data reconciliation or interpretation of the PIT Regulations; training beyond the sessions included at onboarding, further sessions being chargeable; account recovery falling within clause 4.3 or 4.4; and changes falling within clause 6.1.

7.3Support without access to data. Where diagnosis requires sight of data, Naapbooks will request on the ticket either a minimum-necessary extract redacted by the Client, or a screen share initiated and controlled by a Client administrator. The Client shall not send credentials, and shall not send unredacted records containing unpublished price sensitive information.

7.4Change requests are assessed within three business days with an effort estimate and any charge, and implemented within five business days of approval or by agreed schedule where larger.

8. Data custody

8.1The Database is maintained by the Client, internally, within the Client’s Environment. Naapbooks does not maintain the Database, holds no credential permitting access to it, holds no copy of it, and is unable to read its contents.

8.2Where Naapbooks facilitates infrastructure, it does so as a facility only and on the terms of the Hosting Services Schedule. Naapbooks does not operate the instance after handover and retains no route into it.

8.3Naapbooks does not install monitoring, logging or telemetry that transmits application data out of the Environment.

8.4The Data Custody and Access Statement current at the date of installation forms part of these Terms and sets out how each control may be independently verified.

9. Regulatory position — what is and is not warranted

9.1The Software is designed and maintained to support the requirements of the PIT Regulations applicable to the Client’s category of entity.

9.2Compliance with the PIT Regulations is the obligation of the Client and of its board and compliance officer. It is not transferred to Naapbooks by the supply, installation or support of the Software, and cannot be. Naapbooks does not undertake, warrant or represent that the Client is or will be compliant.

9.3No certification, approval, registration or empanelment of structured digital database software exists under the PIT Regulations or is issued by SEBI or by any stock exchange. Naapbooks holds none and claims none.

9.4Naapbooks makes no representation as to the outcome of any inspection, certification, adjudication, enquiry or proceeding, and gives no undertaking as to penalties, findings or the issue of any certificate.

9.5Naapbooks does not provide legal, secretarial or compliance advice. Statements about the PIT Regulations in Naapbooks’ documentation are provided for information, reflect the position understood at the date of publication, and should be verified by the Client against the current regulatory text and its own professional advisers.

9.6Where the PIT Regulations or the stock exchanges’ requirements are amended, Naapbooks will assess the impact on the Software and advise the Client of the assessment and any timeline. The assessment is issued whether or not it results in a chargeable change. The Client remains responsible for its own compliance in the interim.

10. Charges and payment

10.1Charges are as set out in the applicable quotation and are exclusive of GST and of any other tax, levy or duty, which are payable by the Client at the prevailing rate.

10.2Licence and support charges are payable annually in advance unless otherwise stated in the quotation.

10.3Included hours under a support plan are per contract year, do not carry forward, and are not exchangeable or refundable.

10.4Charges for infrastructure facilitated by Naapbooks are passed through and may vary with consumption at the underlying provider; material changes are advised in advance.

10.5Invoices are payable within thirty days of date. Naapbooks reserves the right to suspend support, but not to disable the Software or the Client’s access to the Database, in respect of undisputed sums outstanding beyond sixty days.

11. Confidentiality

11.1Each party shall keep confidential the other’s non-public information and use it only for the purposes of the engagement.

11.2Naapbooks does not receive the Client’s unpublished price sensitive information in the ordinary course. Where such information is disclosed inadvertently — for example in an unredacted extract sent contrary to clause 7.3 — Naapbooks shall notify the Client, shall not use or retain it, and shall confirm its destruction in writing.

11.3Naapbooks maintains an information security management system certified to ISO/IEC 27001:2022.

11.4Naapbooks may name the Client as a customer and use its name and logo in customer listings only with the Client’s prior written consent, which may be withdrawn on notice.

12. Term, renewal and termination

12.1The subscription runs for the term stated in the order and renews for successive periods of the same length unless either party gives thirty days’ written notice before the end of the current term.

12.2Either party may terminate for material breach not remedied within thirty days of written notice.

12.3On expiry or termination, the licence to use the Software ends. The Client retains the Environment, the Database and its data, which are on the Client’s own infrastructure throughout. Naapbooks holds no copy and therefore has nothing to return, and issues no certificate of deletion because none is capable of being given.

12.4Where infrastructure was facilitated by Naapbooks, the account is transferred to the Client on request, or decommissioned on the Client’s written instruction after the Client has confirmed it holds its own copy of the data.

12.5Clauses 2.5, 8, 9, 11, 13 and 15 survive termination.

13. Liability

13.1Nothing in these Terms limits liability for fraud, for fraudulent misrepresentation, or for any liability that cannot lawfully be limited.

13.2Subject to clause 13.1, the aggregate liability of Naapbooks in respect of all claims arising in any contract year shall not exceed the charges paid by the Client under this engagement in that contract year.

13.3Neither party is liable for indirect or consequential loss, loss of profit, loss of business, or loss of goodwill.

13.4Naapbooks is not liable for any regulatory penalty, adjudication, warning, censure or adverse finding imposed on the Client, its officers or its directors, save to the extent it arises directly from a defect in the Software that Naapbooks failed to remedy in accordance with the Service Level Agreement after being notified of it.

13.5Naapbooks is not liable for loss of data where the Client has not maintained backups in accordance with clause 5.4.

14. Force majeure

14.1Neither party is liable for failure or delay caused by an event beyond its reasonable control, including act of God, war, civil disturbance, epidemic, governmental action, failure of a public telecommunications or power network, or the failure of a cloud or hosting provider not under its control. The affected party shall notify the other promptly and take reasonable steps to mitigate.

15. General

15.1Governing law and jurisdiction. These Terms are governed by the laws of India. The courts at Ahmedabad, Gujarat have exclusive jurisdiction.

15.2Dispute resolution. The parties shall first attempt resolution by discussion between senior representatives within thirty days. Failing that, disputes shall be referred to arbitration by a sole arbitrator under the Arbitration and Conciliation Act, 1996, seated at Ahmedabad, in English.

15.3Amendment. Naapbooks may amend these Terms. The version applicable to an engagement is the version current at the date of the order or, where a document incorporates a specific version by reference, that version. Superseded versions remain published and accessible. Amendments do not apply retrospectively to an engagement already in force until its renewal.

15.4Order of precedence. In the event of conflict: a signed agreement between the parties, then the quotation or order, then the Service Level Agreement, then the Hosting Services Schedule, then these Terms, then all other documentation.

15.5Entire agreement. These Terms, together with the documents named in clause 15.4, constitute the entire agreement and supersede prior representations, save that nothing excludes liability for fraudulent misrepresentation.

15.6Assignment. Neither party may assign without the other’s written consent, save that either may assign to a successor to substantially the whole of its business.

15.7Severability. If any provision is held unenforceable, the remainder continues in effect.

15.8Notices. Notices to Naapbooks shall be sent to support@naapbooks.com and to the registered office. Notices to the Client shall be sent to the contacts named in the order.