Updated Date: September 25, 2025
These Terms of Service (“TOS”) reflect the way Whistlemind Technologies LLP (India) and Whistlemind Global FZCO (UAE) (together referred to as “Whistlemind”, “We”, “Our”, “Us”) conduct business and define Our relationship with You as You access or avail Our Services. By using or accessing any of the Services, You agree to be bound by this TOS and conclude a legally binding contract with Whistlemind.
We may update or modify this TOS at any time by posting the revised version on Our website. Your continued access or use of the Services after such updates constitutes Your acceptance of the revised TOS. Please review this page periodically.
If Whistlemind resells third-party cloud services (such as Amazon Web Services, Microsoft Azure, Google Cloud Platform, or other CSPs), You agree to also be bound by the applicable terms of service of such CSPs.
1. DEFINITIONS AND INTERPRETATION
For the purpose of this TOS, the following terms shall have the meaning set forth below:
“Affiliate” means any entity directly or indirectly controlling, controlled by, or under common control with a Party.
“Applicable Agreement” means any applicable Statement of Work (SOW), Quotation, Proposal, Order Form, Addendum, or other agreement to which this TOS applies.
“Applicable Law” means all laws, statutes, regulations, notifications, directives, judgments, and orders of government authorities in India, the MENA region, or other relevant jurisdictions.
“CSP” means a Cloud Service Provider including but not limited to AWS, Azure, Google Cloud, SaaS, IaaS, or PaaS providers.
“CSP Services” means services provided by a CSP that may be resold or facilitated by Whistlemind.
“Deliverables” means software, solutions, documentation, reports, designs, or other outputs developed by Whistlemind under an Applicable Agreement.
“End Users” means individuals whom the Client permits to use or access the Services.
“Force Majeure” means any event beyond a Party’s reasonable control including natural disasters, war, terrorism, strikes, embargoes, epidemics, pandemics, or governmental actions.
“High Risk Activities” means activities where failure of Services could result in death, personal injury, or severe damage (e.g., nuclear facilities, air traffic control, medical life support).
“Intellectual Property Rights” means rights over creations of intellect including patents, copyrights, trademarks, trade secrets, and designs.
“Personal Data” means any information relating to an identified or identifiable natural person.
“Pre-existing Material” means all Intellectual Property, tools, methodologies, and content owned or developed by a Party independent of this Agreement.
“Services” means Whistlemind Services and/or CSP Services as described in any Applicable Agreement.
“Term” means the duration of the Applicable Agreement.
2. CLIENT OBLIGATIONS & RESPONSIBILITIES
Consents: Client is responsible for securing necessary consents to use the Services and for Whistlemind’s processing of Client data.
Proper Use: Client agrees to use Services only for lawful purposes and remain responsible for its End Users’ actions.
Restrictions: Client shall not (a) copy, reverse engineer, or attempt to derive source code from Deliverables or Services; (b) perform unauthorized security testing; (c) resell or transfer Services without authorization; (d) breach Applicable Law.
Licenses & Approvals: Client shall obtain all required licenses and approvals under law to enter into and perform under this TOS.
3. FEES, TAXES, AND PAYMENTS
Invoices: Whistlemind will invoice as per Applicable Agreement. Client shall pay invoices by the due date in the stated currency.
Taxes: Fees exclude applicable taxes. Client is responsible for taxes unless valid exemption documentation is provided.
Invoice Disputes: Disputes must be raised within 7 days of invoice receipt. Undisputed amounts remain payable.
Overdue Payments: Overdue payments may attract interest at 2.5% per month (or maximum permitted by law) and suspension of Services.
4. REPRESENTATIONS AND WARRANTIES
Each Party represents it has the authority to enter into this TOS.
Whistlemind provides no warranties beyond those expressly stated in Applicable Agreement. CSP Services are provided under CSP’s own terms, and Whistlemind is not liable for CSP performance.
Client warrants that materials it provides do not infringe third-party rights and that it shall not misuse the Services.
5. DATA PRIVACY
Whistlemind may receive, process, and store Personal Data on behalf of Client. Whistlemind shall:
Process data only as instructed by Client.
Implement security safeguards to protect data.
Notify Client of data breaches without undue delay.
Ensure subcontractors comply with equivalent data protection obligations.
6. INTELLECTUAL PROPERTY
Each Party retains ownership of its Pre-existing Material.
Deliverables developed by Whistlemind for Client shall belong to Client upon full payment, excluding Whistlemind’s Pre-existing Material and third-party software.
Feedback provided by Client may be used by Whistlemind to improve Services without restriction.
7. LIMITATION OF LIABILITY
Each Party’s aggregate liability shall not exceed the fees paid by Client in the 3 months preceding the claim.
Neither Party shall be liable for indirect, consequential, or punitive damages, or loss of profits, savings, or goodwill.
Services are not designed for High Risk Activities and Whistlemind disclaims liability for such uses.
8. INDEMNIFICATION
Whistlemind will indemnify Client against third-party claims arising from infringement of Intellectual Property by Whistlemind Services (excluding CSP Services or Client instructions).
Client will indemnify Whistlemind and CSPs against claims arising from Client’s misuse of Services, breach of this TOS, or violation of Applicable Law.
9. CONFIDENTIALITY
Each Party shall protect the other’s Confidential Information and not disclose it except as required by law or with prior consent.
10. TERMINATION
Either Party may terminate this TOS and Applicable Agreement for cause with 30 days’ notice if the other materially breaches and fails to cure. Whistlemind may suspend or terminate immediately in case of Client insolvency, unlawful activity, or non-payment.
11. GOVERNING LAW AND JURISDICTION
For Clients in India: This TOS is governed by Indian law, with jurisdiction in Pune, India.
For Clients in the MENA region: This TOS is governed by the laws of the UAE, with jurisdiction in Dubai, UAE.
For Clients elsewhere: Governing law and jurisdiction shall be as defined in the Applicable Agreement.
12. MISCELLANEOUS
Force Majeure: Neither Party is liable for failure caused by events beyond reasonable control.
Non-Solicitation: Client shall not solicit Whistlemind employees for 24 months after termination.
Severability: If any provision is invalid, the remainder shall remain enforceable.
Amendments: Changes must be in writing and signed by both Parties.
Survival: Confidentiality, Intellectual Property, Limitation of Liability, Indemnification, Governing Law, and other relevant clauses survive termination.