Lead Usage Policy

Sooprs Lead Services: Terms for Vendors

These Terms and Conditions (the "Terms") govern the purchase, receipt and use of Leads made available through the Sooprs marketplace at sooprs.com and its related applications. Please read them carefully. By creating a Vendor account, purchasing a Package or Credits, or accessing any Lead, you agree to be bound by these Terms.

1. Definitions and Interpretation

1.1

In these Terms, the following words have the meanings given below:

  1. "Sooprs", "we", "us" or "our" means VGI Sooprs Technology Private Limited, a company incorporated under the laws of India with CIN U62099HR2024PTC125605, having its registered office at SHOP NO A-3 MAIN BAJGHERA, ROAD OPP MAHINDRA FLATS, GURGAON, SADAR BAZAR, GURGAON , 122001, Haryana, and includes its successors and permitted assigns.
  2. "Platform" means the sooprs.com website, the Sooprs mobile applications, the Vendor Dashboard and any related services operated by Sooprs.
  3. "Vendor" or "you" means the individual, firm, company or other entity that registers on the Platform to purchase or receive Leads, and includes its employees, agents and authorised users.
  4. "Prospect" means an individual or business that has submitted an enquiry through the Platform or another Sooprs lead-generation source.
  5. "Lead" means the information relating to a Prospect's enquiry for a product or service, which may include the Prospect's name, phone number, email address, location, service requirement, budget, preferred timeline and other relevant details, as made available by Sooprs to a Vendor.
  6. "Delivered" or "Delivery" means the point at which a Lead's full contact details are made available to the Vendor through the Platform or another delivery channel described in Clause 5, as recorded by Sooprs' systems.
  7. "Qualified Lead" means a Lead that meets the Lead Qualification Criteria in Clause 4.1.
  8. "Verified Lead" means a Qualified Lead that has additionally been verified by Sooprs in accordance with Clause 4.2, where the applicable Package includes verification.
  9. "Shared Lead" means a Lead that may be Delivered to more than one Vendor, subject to Clause 6.
  10. "Exclusive Lead" means a Lead that is expressly sold as exclusive and is Delivered to only one Vendor, subject to Clause 6.
  11. "Invalid Lead" means a Lead that falls within any of the grounds listed in Clause 9.1.
  12. "Duplicate Lead" has the meaning given in Clause 7.1.
  13. "Package" means a Lead plan, bundle or subscription purchased by the Vendor, specifying the Lead quantity, category, geographical coverage, Validity Period, price and other conditions.
  14. "Credits" means prepaid units purchased by or granted to a Vendor that may be used to unlock or purchase Leads on the Platform.
  15. "Validity Period" means the period during which a Package or Credits may be used, as stated at the time of purchase.
  16. "Dispute Window" means the period within which a Vendor may report a Lead as an Invalid Lead, as set out in Clause 9.4.
  17. "Category Schedule" means the category-specific terms set out in Schedule A, as updated from time to time.
  18. "Applicable Law" means all laws, rules, regulations and binding guidelines in force in India, including the Information Technology Act, 2000, the Digital Personal Data Protection Act, 2023 and the rules made under it, and the Telecom Commercial Communications Customer Preference Regulations issued by TRAI.
1.2

Headings are for convenience only and do not affect interpretation. The words "including" and "includes" mean "including without limitation". References to Clauses and Schedules are to clauses of and schedules to these Terms.

2. Scope, Acceptance and Relationship of the Parties

2.1

These Terms apply in addition to the Sooprs Terms of Use and Privacy Policy. If there is a conflict, the following order of precedence applies: (a) specific terms of a Package expressly agreed in writing by Sooprs; (b) the applicable Category Schedule; (c) these Terms; and (d) the Sooprs Terms of Use.

2.2

These Terms constitute an electronic record under the Information Technology Act, 2000 and are binding on acceptance by clicking "I agree", completing a purchase, or using the Platform to access Leads. No physical or digital signature is required.

2.3

To use Lead services, the Vendor must be a legally constituted business entity, or an individual of at least 18 years of age who is competent to contract under the Indian Contract Act, 1872.

2.4

Sooprs acts solely as an independent provider of Leads. Sooprs is not a party to, and is not responsible for, any quotation, negotiation, contract, payment, service delivery or dispute between a Vendor and a Prospect. Sooprs is not an agent of either the Vendor or the Prospect and does not endorse any Vendor or Prospect.

2.5

No guarantee of conversion. A Lead is a potential business opportunity only. Sooprs does not guarantee that any Lead will respond to the Vendor, have the stated budget or financial capacity, proceed with the requirement, enter into a contract, make a payment, or generate any sales, revenue, profit or return on investment, or that any number or percentage of Leads will convert. Conversion depends on factors outside Sooprs' control, including the Vendor's response time, communication, pricing, availability, reputation, service quality, competition and the Prospect's own circumstances and decisions. Failure of a Lead to convert does not, by itself, make it an Invalid Lead or create any right to a refund, replacement, credit or compensation.

3. Vendor Registration, Verification and Accounts

3.1

The Vendor must provide complete and accurate registration information, including business name, contact details, PAN, GSTIN (where registered) and, where the category requires it, copies of relevant licences, registrations or professional qualifications.

3.2

Sooprs may verify the information provided and may, at its reasonable discretion, refuse, delay or revoke registration where information is incomplete, false or unverifiable, or where the Vendor is not eligible to receive Leads in a category.

3.3

The Vendor may add authorised sub-users to its account where the Platform permits. The Vendor is responsible for all activity carried out through its account and by its sub-users, employees and agents, and must keep login credentials confidential. Sharing login credentials with any person outside the Vendor's business is prohibited.

3.4

A single business may not operate multiple Vendor accounts without Sooprs' prior written approval. Where approved, all accounts of the same business entity are treated as one Vendor for the purposes of Clause 7 (Duplicate Leads) and Clause 6 (Exclusive Leads).

3.5

The Vendor is responsible for setting accurate Lead preferences, including service category, sub-category, service area, and any budget or project filters. A Lead that matches the preferences set by the Vendor at the time of Delivery will not be treated as an Invalid Lead on the ground that those preferences were incorrect.

3.6

The Vendor must keep its contact details up to date and regularly check the Vendor Dashboard and its designated delivery channels.

4. Lead Qualification and Verification

4.1

Lead Qualification Criteria. A Lead is a Qualified Lead when, based on the information reasonably available to Sooprs at the time of Delivery:

  1. Genuine enquiry: the Prospect has expressed an actual interest in obtaining the relevant product or service, and the enquiry is not identified as spam, a test, or a fraudulent submission;
  2. Relevant requirement: the Prospect's requirement corresponds to the category and sub-category for which the Lead is provided;
  3. Valid contact information: the Lead contains at least one working phone number or email address sufficient for the Vendor to attempt communication;
  4. Relevant location: where location is relevant, the Prospect's location or service location falls within the geographical coverage of the Vendor's Package or preferences;
  5. Requirement information: the Prospect has provided the minimum details required for the category, as specified in the applicable Category Schedule;
  6. No known duplicate: the Lead is not a Duplicate Lead for that Vendor; and
  7. No obvious fraud or misuse: the Lead does not appear to have been generated for fraudulent purposes, testing, abuse of the Platform or other improper activity.
4.2

Verification. Where a Package includes Verified Leads, Sooprs will use one or more reasonable verification methods, which may include phone or OTP verification, enquiry confirmation with the Prospect, information review, duplicate checking and other internal procedures. Only Leads expressly labelled "Verified" on the Platform are Verified Leads.

4.3

Qualification and verification confirm only the matters described in Clauses 4.1 and 4.2. They do not guarantee the Prospect's identity, financial capacity, seriousness, availability, purchasing intention or eventual conversion.

4.4

Prospect-stated information. Budget, timeline, project scope and similar details are recorded as stated by the Prospect and are not verified by Sooprs unless the Lead is expressly labelled as budget-verified or scope-verified. A difference between the stated information and what the Prospect later tells the Vendor does not by itself make a Lead invalid.

4.5

Lead age. The Platform will display the date on which the Prospect submitted the enquiry. Sooprs may offer older Leads as clearly labelled "Aged Leads", which may be priced differently and may have different replacement terms, as shown at the time of purchase.

5. Lead Purchase and Delivery

5.1

Purchase models. Leads may be purchased (a) as part of a Package with a fixed Lead quantity, direct payment on a pay-per-lead basis, or (c) through a recurring subscription, as offered by Sooprs from time to time.

5.2

Lead preview. Before purchase, the Platform may show a preview of a Lead with contact details masked. By unlocking or purchasing a Lead, the Vendor accepts the price displayed at that moment and confirms that it has reviewed the preview. The price displayed at the time of unlocking is final for that Lead.

5.3

Delivery methods. Leads may be Delivered through the Vendor Dashboard, the Sooprs website or mobile application, email, SMS, WhatsApp or other messaging platforms, phone, or any other method notified by Sooprs.

5.4

Delivery record. The date and time of Delivery recorded in Sooprs' systems will be treated as the official record for determining Package usage, the Dispute Window and other time-based rights, unless the Vendor shows a clear system error.

5.5

Timing. Leads are Delivered as and when eligible Leads become available, subject to the Vendor's Package, category, service area, preferences and operating hours. Unless a Package expressly states otherwise, Sooprs does not guarantee a fixed number of Leads per day, a fixed interval between Leads or Delivery at any particular time.

5.6

Under-delivery. Where a Package specifies a Lead quantity, Sooprs will make reasonable efforts to Deliver that quantity of Qualified Leads within the Validity Period. If the full quantity has not been Delivered by the end of the Validity Period for reasons other than the Vendor's acts, omissions, preference changes or pauses, Sooprs will extend the Validity Period by up to [30] days at no additional cost. If the shortfall remains at the end of that extension, the Vendor may choose either (a) Credits equal to the value of the undelivered Leads, or (b) a pro-rata refund of the price paid for the undelivered Leads.

5.7

Pausing delivery. Where the Package permits, the Vendor may pause Lead delivery once per Validity Period for up to [15] days by giving notice through the Vendor Dashboard. The Validity Period will be extended by the length of the pause.

5.8

Delays outside Sooprs' control. Sooprs is not responsible for delays or failures in Delivery caused by internet or telecommunications failures, third-party platform outages, incorrect Vendor contact details, Vendor device issues, or the Vendor's failure to access or respond to a Delivered Lead.

5.9

Erroneous delivery. If a Lead is Delivered to a Vendor in error (for example, due to a system fault, or where the Lead is later confirmed to be fraudulent), Sooprs may withdraw the Lead. The Vendor must stop using and permanently delete the Lead information on notice from Sooprs, and Sooprs will restore the corresponding Lead, Credit or amount to the Vendor.

6. Shared and Exclusive Leads

6.1

Unless a Lead or Package is expressly labelled as exclusive, every Lead is a Shared Lead. The Vendor must not assume exclusivity unless it is expressly stated on the Platform or confirmed by Sooprs in writing.

6.2

The maximum number of Vendors to whom a Shared Lead may be sold will be displayed on the Lead or Package. Where no number is displayed, a Shared Lead will not be sold to more than [5] Vendors.

6.3

An Exclusive Lead will not be sold or Delivered to any other Vendor for at least [30] days from Delivery.

6.4

If Sooprs sells a Shared Lead to more Vendors than the disclosed limit, or sells an Exclusive Lead to another Vendor in breach of Clause 6.3, the affected Vendor is entitled to a full replacement Lead or restoration of the Credits or amount paid for that Lead, in addition to any other remedy under these Terms.

6.5

A Shared Lead is not an Invalid Lead merely because the Prospect has engaged, or chooses to engage, another Vendor who received the same Lead.

7. Duplicate and Pre-Existing Leads

7.1

A "Duplicate Lead" means a Lead Delivered to the same Vendor (including any other account of the same business entity) that relates to the same Prospect and the same or substantially the same requirement as a Lead previously Delivered to that Vendor within the preceding [60] days.

7.2

A Lead is not a Duplicate Lead merely because it contains the same or similar contact details as an earlier Lead. Enquiries from the same Prospect that relate to a different service, project, location or a materially different requirement, or that are submitted after the period in Clause 7.1, are separate Leads.

7.3

Where a Prospect submits the same requirement through multiple forms, channels or campaigns, Sooprs will treat the submissions as one Lead and will not charge the Vendor more than once for it.

7.4

Pre-existing relationships. A Lead is not a Duplicate Lead or an Invalid Lead merely because the Vendor already knows the Prospect, has previously contacted the Prospect, or has previously done business with the Prospect through another source. Such Leads are not eligible for replacement.

8. Vendor Obligations When Handling Leads

8.1

The Vendor agrees to:

  1. contact Leads promptly: make reasonable efforts to contact each Lead as soon as reasonably practicable after Delivery. Delay in contacting a Lead does not make it invalid and does not entitle the Vendor to any replacement or compensation;
  2. communicate accurately: provide accurate, complete and non-misleading information about its products, services, pricing, availability, qualifications and timelines;
  3. act professionally: communicate respectfully and not engage in harassment, abusive or excessive communication, spam, misleading representations or any unlawful conduct;
  4. respect opt-outs: promptly stop all marketing and sales communication with a Prospect who asks not to be contacted, except where communication is legally required;
  5. identify itself correctly: introduce itself by its own business name and not represent itself as Sooprs, as calling on behalf of Sooprs, or as another Vendor;
  6. manage the relationship directly: take full responsibility for understanding the Prospect's requirements, quoting, negotiating, contracting, delivering the service, collecting payment and handling any after-sales matters;
  7. hold required approvals: maintain all licences, registrations, qualifications, permissions and approvals required by Applicable Law to provide the relevant product or service;
  8. update Lead status: where the Platform requests it, update the status of each Lead (for example, contacted, in discussion, won or lost) in good faith; and
  9. cooperate with quality checks: acknowledge that Sooprs may contact Prospects to obtain feedback on their experience with the Vendor and may use that feedback for quality, ranking and enforcement purposes.

9. Invalid Leads, Disputes and Replacement

9.1

Grounds for an Invalid Lead. Subject to this Clause 9, a Lead is an Invalid Lead if Sooprs confirms that:

  1. it is a Duplicate Lead;
  2. all contact details are invalid: the phone number is not in service, incorrect or belongs to a person who did not make the enquiry, and any email address provided is undeliverable;
  3. the Prospect denies having made any enquiry;
  4. the Prospect is unreachable as defined in Clause 9.3;
  5. it is a spam, test or fraudulent enquiry, or was submitted by a competitor, another vendor or agency soliciting business, subcontracting or partnership, or a person seeking employment, an internship or academic project assistance (unless the category is intended for such requirements);
  6. the requirement is materially unrelated to the category or sub-category purchased;
  7. the Prospect's location falls outside a geographical or service-area requirement expressly included in the Package or the Vendor's preferences;
  8. the requirement is unlawful or prohibited under Clause 10;
  9. the Prospect confirms to Sooprs that the requirement had been withdrawn or already fulfilled before Delivery; or
  10. it was sold in breach of Clause 6.2 or Clause 6.3.
9.2

Not grounds for an Invalid Lead. A Lead is not an Invalid Lead merely because the Prospect:

  1. does not answer the first call or does not respond immediately;
  2. responds later, is temporarily unavailable, or asks to be contacted at another time;
  3. changes their mind, postpones or cancels the requirement after Delivery;
  4. engages another Vendor after Delivery;
  5. has a budget, timeline or scope different from what was stated;
  6. asks for a lower price, rejects the Vendor's quotation or does not ultimately purchase; or
  7. is already known to the Vendor (Clause 7.4).

Nor is a Lead invalid because the Vendor contacted it late, or because it matched preferences that the Vendor set incorrectly (Clause 3.5).

9.3

Unreachable Prospect. A Prospect is unreachable only if, within [48] hours of Delivery, the Vendor has made at least [3] call attempts on at least [2] different calendar days at reasonable times, and has sent at least one written message by WhatsApp, SMS or email, and has received no response of any kind. The Vendor must provide call logs and message screenshots as evidence.

9.4

Dispute Window. A Vendor must report an Invalid Lead within [72] hours of Delivery, or within [96] hours of Delivery for a dispute under Clause 9.1(d). Reports submitted after the Dispute Window will not be accepted, except for disputes under Clause 9.1(j), which may be raised within [30] days of Delivery.

9.5

How to report. Disputes must be submitted through the "Report Lead" option on the Vendor Dashboard or by email to contact@sooprs.com, and must include the Lead ID, the ground relied on, and supporting evidence such as call logs, screenshots, bounce notices or the Prospect's written statement.

9.6

Review. Sooprs may review its Lead-generation, verification, timestamp and duplicate records and may contact the Prospect. Sooprs will communicate its decision within [5] working days of receiving a complete dispute. The Vendor must cooperate reasonably with the review.

9.7

Remedy. If a Lead is confirmed as an Invalid Lead, Sooprs will, at the Vendor's option where both are available, provide a replacement Qualified Lead in the same category and service area, or restore the Credits used for that Lead. Replacement or Credit restoration is the Vendor's primary remedy for an Invalid Lead. Cash refunds are available only as set out in Clause 13.3.

9.8

Replacement limit. Replacements under Clauses 9.1(d) to 9.1(i) are limited to [20]% of the Leads Delivered under a Package or purchased with Credits in a calendar month. Replacements for Duplicate Leads, invalid contact details, denied enquiries, system errors and breaches of Clause 6 do not count towards this limit. Sooprs may review accounts with unusually high dispute rates for possible misuse.

9.9

Replacement Leads are subject to the same terms, including this Clause 9. If a Package expires while a valid dispute is pending, the remedy will be provided as Credits valid for [30] days.

9.10

Escalation. If the Vendor disagrees with a dispute decision, it may escalate the matter to the Grievance Officer under Clause 26 within [7] days of the decision. The Grievance Officer's decision is without prejudice to the Vendor's rights under Clause 25.

10. Prohibited Requirements

10.1

Sooprs does not knowingly sell Leads for requirements that are unlawful or that facilitate harm, including hacking or unauthorised access to accounts or systems, malware, fake reviews, ratings or followers, copyright or trademark infringement, illegal gambling or betting, fraud, or any activity prohibited by Applicable Law.

10.2

The Vendor must not accept work arising from such a Lead and must report it to Sooprs. Such Leads are Invalid Leads under Clause 9.1(h), and Sooprs may remove them from the Platform at any time.

11. Fees, Payments, Credits and Taxes

11.1

The Vendor must pay the price for Leads, Packages, Credits or subscriptions as displayed on the Platform or communicated by Sooprs at the time of purchase. Unless stated otherwise, prices are exclusive of GST and other applicable taxes, which will be charged in addition.

11.2

Unless otherwise agreed in writing, payment must be received in full before Lead Delivery begins or Credits are issued. Payment obligations do not depend on whether any Lead converts.

11.3

Invoices. Sooprs will issue a GST-compliant tax invoice for each payment. To claim input tax credit, the Vendor must provide its correct GSTIN and billing details before purchase; invoices cannot be reissued for a different GSTIN after the relevant GST return has been filed, except as permitted by law.

11.4

TDS. Where the Vendor is required by law to deduct tax at source, it must deposit the tax and furnish the TDS certificate to Sooprs within the statutory time limit. If a valid certificate is not received, Sooprs may treat the deducted amount as unpaid.

11.5

Payment gateway, bank or transaction charges may be payable by the Vendor where disclosed at the time of payment.

11.6

Chargebacks. If the Vendor initiates a chargeback or payment reversal for Leads that have been Delivered or Credits that have been used, Sooprs may immediately suspend the Vendor's account and recover the reversed amount together with any charges incurred by Sooprs.

11.7

Sooprs may suspend Lead delivery where any payment is overdue, unsuccessful or reversed.

12. Packages, Subscriptions and Renewals

12.1

Each Package specifies its Lead quantity, category, geographical coverage, Validity Period, price and other conditions. The Vendor is responsible for reviewing these details before purchase.

12.2

A Package begins on the activation date specified by Sooprs, or, if none is specified, on the date on which the first Lead is Delivered.

12.3

Unless expressly stated otherwise, unused Leads under a Package do not carry forward after the Validity Period, and expiry does not create a right to a refund, except as provided in Clause 5.6. Where Sooprs agrees to carry forward unused Leads, the carry-forward terms communicated by Sooprs apply.

12.4

Changes to a Package. The Vendor may upgrade a Package at any time by paying the price difference, and undelivered Leads will carry into the upgraded Package. Downgrades take effect only from the next renewal. The Vendor may change the category or service area of an active Package once per Validity Period, subject to Sooprs' approval and any price difference.

12.5

Automatic renewal. Where a subscription renews automatically, the renewal price, frequency and cancellation method will be disclosed before purchase. Recurring payments are processed in accordance with the Reserve Bank of India's e-mandate framework, including pre-debit notification. The Vendor may cancel future renewals at any time before the renewal date through the Vendor Dashboard.

12.6

Free and promotional Leads. Leads provided free of charge, as a trial, or under a promotional offer are not eligible for replacement or refund unless the offer expressly states otherwise.

13. Cancellation and Refunds

13.1

The Vendor may cancel a Package before its activation date and will receive a full refund of the amount paid.

13.2

After activation, the Vendor may cancel future renewals but is not entitled to a refund for Leads already Delivered, Credits already used or the remaining portion of an active Package, except as set out in Clause 13.3. Cancellation does not affect amounts already due.

13.3

When cash refunds are available. Sooprs will refund the relevant amount in the following cases:

  1. a failed, duplicate or excess payment;
  2. cancellation before activation under Clause 13.1;
  3. an unresolved shortfall where the Vendor chooses a refund under Clause 5.6;
  4. where Sooprs discontinues a category or service area and cannot offer a reasonable substitute, a pro-rata refund for undelivered Leads and unused purchased Credits; and
  5. where Sooprs terminates the Vendor's account for reasons other than the Vendor's breach, a pro-rata refund for undelivered Leads and unused purchased Credits.
13.4

No refund is available for non-conversion of Leads, for promotional or complimentary Credits, or where Sooprs suspends or terminates an account due to the Vendor's breach of these Terms.

13.5

Approved refunds will be processed within [7] working days of approval to the original payment method. The time taken for the amount to reflect in the Vendor's account depends on the Vendor's bank or payment provider.

13.6

If the Vendor closes its account voluntarily, unused purchased Credits will not be refunded.

14. Use of Lead Information and Data Protection

14.1

Ownership and licence. Sooprs owns the Lead database and all rights in it. On Delivery, Sooprs grants the Vendor a limited, non-exclusive, non-transferable and revocable licence to use each Lead solely to respond to that Prospect's enquiry and to provide the requested product or service.

14.2

Prospect consent. Sooprs obtains the Prospect's consent to share their enquiry details with Vendors for the purpose of responding to that enquiry. The Vendor may rely on that consent only for that purpose and must not use Lead information for any other purpose unless the Prospect separately and directly consents to it.

14.3

Prohibited uses. The Vendor must not:

  1. sell, resell, rent, transfer, share or distribute Lead information to any third party, including another vendor;
  2. publish Lead information or upload it to any database, platform or list not controlled by the Vendor for the permitted purpose;
  3. use Lead information to market unrelated products or services;
  4. use Lead information for any unlawful, fraudulent, abusive or misleading purpose;
  5. send excessive, abusive or unsolicited communications;
  6. obtain additional personal information from a Prospect by deceptive means; or
  7. use Lead information in any way that breaches Applicable Law or the Prospect's reasonable privacy expectations.
14.4

Security. The Vendor must maintain reasonable technical and organisational security measures to protect Lead information against unauthorised access, use, disclosure, alteration, loss or destruction, and must restrict access to persons who need it for the permitted purpose.

14.5

Retention. The Vendor must delete or permanently anonymise the information of any Lead that has not become its customer within [6] months of Delivery. Information of Prospects who become the Vendor's customers is thereafter held by the Vendor under its own legal obligations.

14.6

Prospect requests. If Sooprs notifies the Vendor that a Prospect has withdrawn consent or requested erasure of their data, the Vendor must stop using that Prospect's information and delete it within [72] hours, and confirm deletion to Sooprs on request.

14.7

Data breaches. The Vendor must notify Sooprs within [24] hours of becoming aware of any actual or reasonably suspected unauthorised access to, disclosure of, or loss of Lead information, and must cooperate with Sooprs in responding to it.

14.8

Telemarketing compliance. The Vendor is solely responsible for ensuring that its calls, SMS and messages to Prospects comply with Applicable Law, including TRAI regulations on commercial communications, registered preferences, permitted calling hours and the use of registered headers and templates.

14.9

Sooprs processes the Vendor's own personal data, and that of its authorised users, in accordance with the Sooprs Privacy Policy.

15. Communications

15.1

The Vendor consents to receive transactional communications from Sooprs, including Lead notifications, payment confirmations, renewal notices and account alerts, by email, SMS, WhatsApp, in-app notifications and phone calls. The Vendor may opt out of promotional communications at any time, but transactional communications will continue while the account is active.

16. Misuse of the Platform

16.1

The Vendor must not:

  1. attempt to gain unauthorised access to, or interfere with the operation or security of, the Platform;
  2. use bots, scrapers or other automated means to access or extract data without authorisation;
  3. manipulate Lead records, verification systems, ratings or reviews;
  4. submit false or misleading information, including false Lead disputes or fabricated evidence;
  5. create multiple accounts to abuse Packages, promotions, free Leads or replacement limits;
  6. circumvent Package restrictions or payment requirements, or attempt to obtain Leads without payment;
  7. misrepresent itself as Sooprs or as another Vendor; or
  8. engage in any conduct that may harm Sooprs, Prospects, other Vendors or the Platform.
16.2

Sooprs may investigate suspected misuse and take appropriate action, including under Clause 17.

17. Suspension and Termination

17.1

Sooprs may suspend or terminate the Vendor's account or access to Lead services if the Vendor:

  1. fails to make required payments or initiates an unjustified chargeback;
  2. misuses Lead information or breaches Clause 14;
  3. breaches these Terms or the Sooprs Terms of Use;
  4. engages in fraudulent, deceptive or abusive conduct, or misuses the Platform;
  5. receives repeated substantiated complaints from Prospects;
  6. provides materially false information or loses a licence required for its category; or
  7. creates a legal, security or reputational risk to Sooprs, Prospects, other Vendors or the Platform.
17.2

Where reasonably practicable, Sooprs will give the Vendor written notice and [7] days to remedy a breach before termination. Sooprs may suspend access immediately where necessary to protect Lead data, Prospects or the Platform, or to comply with Applicable Law.

17.3

The Vendor may terminate its account at any time through the Vendor Dashboard or by written notice to Sooprs, subject to Clauses 13.2 and 13.6.

17.4

On termination, the Vendor's right to access the Platform and new Leads ends, the Vendor must delete Lead information in accordance with Clause 14.5, and all amounts owed by the Vendor remain payable. Clauses 11, 13, 14, 18, 19, 20, 21, 22, 25 and 27 survive termination.

18. Disclaimer

18.1

Except as expressly stated in these Terms, the Platform and Leads are provided on an "as is" and "as available" basis. Sooprs does not warrant that information supplied by Prospects is accurate or complete beyond the Lead Qualification Criteria and any verification expressly stated, or that the Platform will be uninterrupted or error-free. Sooprs is not responsible for the acts, omissions, statements or conduct of any Prospect.

19. Limitation of Liability

19.1

To the maximum extent permitted by Applicable Law, Sooprs is not liable for any indirect, incidental, consequential, special or punitive loss, or for any loss of profit, revenue, business, goodwill or anticipated savings, arising from or relating to the use of Leads or the Platform.

19.2

Without limiting Clause 19.1, Sooprs is not responsible for a Prospect's failure to respond or decision not to purchase, the Vendor's inability to convert a Lead, the Vendor's pricing or sales strategy, the quality or performance of the Vendor's products or services, or any dispute between the Vendor and a Prospect.

19.3

Sooprs' total aggregate liability arising out of or in connection with these Terms will not exceed the total fees actually paid by the Vendor to Sooprs in the [3] months immediately preceding the event giving rise to the claim.

19.4

Nothing in these Terms limits or excludes liability for fraud, wilful misconduct, or any liability that cannot be limited or excluded under Applicable Law.

20. Indemnity

20.1

The Vendor will indemnify and hold harmless Sooprs, its directors, officers, employees and agents from and against all claims, losses, liabilities, penalties, costs and expenses (including reasonable legal fees) arising out of or relating to:

  1. the Vendor's misuse of Lead information or breach of Clause 14;
  2. the Vendor's breach of these Terms or of Applicable Law, including data-protection and telemarketing laws;
  3. the Vendor's products, services, representations or dealings with any Prospect; or
  4. any claim that content supplied by the Vendor infringes the rights of a third party.

21. Intellectual Property

21.1

All rights in the Platform, the Sooprs name, logo and trademarks, and the Lead database belong to Sooprs or its licensors. The Vendor may not use the Sooprs name or logo in any advertising, communication or material without Sooprs' prior written consent.

21.2

The Vendor grants Sooprs a non-exclusive, royalty-free licence to display the Vendor's business name, logo and profile information on the Platform for the purpose of providing the services.

22. Confidentiality

22.1

The Vendor must keep confidential all non-public information relating to Sooprs, including special pricing, commercial terms and Platform functionality, and must not disclose it except as required by law.

23. Changes to These Terms, Packages and Pricing

23.1

Sooprs may modify its Packages, pricing, Lead Qualification Criteria, Category Schedules, geographical coverage, delivery methods and these Terms from time to time.

23.2

Sooprs will give at least [15] days' notice of material changes to these Terms by email or through the Vendor Dashboard. Continued use of the Platform after the effective date constitutes acceptance of the changes.

23.3

Changes to pricing and Package terms apply to future purchases, renewals and newly activated Packages. They will not reduce the Lead quantity or Validity Period of a Package already purchased, except where required by Applicable Law or agreed by the Vendor.

24. Force Majeure

24.1

Sooprs is not liable for any failure or delay in providing Lead services to the extent caused by events beyond its reasonable control, including natural disasters, fire, flood, epidemic, war, terrorism, civil unrest, governmental action, changes in law, widespread internet or telecommunications failures, and third-party platform outages.

24.2

Where Delivery under an active Package is materially affected by such an event, Sooprs will extend the Validity Period by the duration of the disruption. This Clause does not relieve Sooprs of its obligations under Applicable Law in relation to personal data, or the Vendor of its obligation to pay amounts already due.

25. Governing Law and Dispute Resolution

25.1

These Terms are governed by the laws of India.

25.2

The parties will first attempt to resolve any dispute arising out of or in connection with these Terms amicably, including through the process in Clauses 9.10 and 26, for a period of 30 days.

25.3

If the dispute is not resolved, it will be referred to final and binding arbitration by a sole arbitrator appointed in accordance with the Arbitration and Conciliation Act, 1996. The seat and venue of arbitration will be [New Delhi], and the proceedings will be conducted in English.

25.4

Subject to Clause 25.3, the courts at [New Delhi] have exclusive jurisdiction. Nothing in this Clause prevents either party from seeking urgent interim or injunctive relief from a competent court.

26. Grievance Officer

26.1

Complaints and escalations relating to Lead services or personal data may be addressed to the Grievance Officer:

DetailInformation
Name[Name]
DesignationNodal Officer/Manager
Emailadmin@sooprs.com
Address SHOP NO A-3 MAIN BAJGHERA, ROAD OPP MAHINDRA FLATS, GURGAON, SADAR BAZAR, GURGAON , 122001, Haryana
Working hours[Monday to Friday, 10:00 am to 6:00 pm IST]
26.2

The Grievance Officer will acknowledge a complaint within 24 hours and endeavour to resolve it within 15 days of receipt.

27. General

27.1

Entire agreement. These Terms, together with the documents referred to in Clause 2.1, constitute the entire agreement between the parties relating to Lead services and supersede all prior understandings.

27.2

Severability. If any provision of these Terms is held invalid or unenforceable, the remaining provisions continue in full force.

27.3

No waiver. A failure or delay in exercising any right does not waive that right.

27.4

Assignment. The Vendor may not assign or transfer its rights or obligations under these Terms without Sooprs' prior written consent. Sooprs may assign its rights and obligations to an affiliate or to a successor in connection with a merger, acquisition or sale of business.

27.5

Notices. Sooprs may send notices to the email address or phone number registered on the Vendor's account. Notices to Sooprs must be sent to contact@sooprs.com.

27.6

Relationship. Nothing in these Terms creates a partnership, joint venture, agency or employment relationship between Sooprs and the Vendor.

28. Vendor Acknowledgement

28.1

By purchasing, activating, accessing or using Sooprs Lead services, the Vendor confirms that it has read, understood and agrees to these Terms, and in particular acknowledges that:

  • Leads are potential business opportunities, and Delivery does not guarantee sales, revenue or conversion;
  • qualification and verification do not guarantee the Prospect's intent, budget or response;
  • the Vendor is responsible for timely follow-up and for all its dealings with Prospects;
  • Lead information must be handled responsibly, lawfully and only for the permitted purpose; and
  • replacements and refunds are available only as set out in Clauses 9 and 13.

Schedule A: Category-Specific Terms

A.1 Purpose

This Schedule sets out terms that apply to specific Lead categories. Where this Schedule conflicts with the main body of these Terms, this Schedule prevails for the relevant category. Sooprs will add a new Part to this Schedule before launching Lead services in a new category.

A.2 Part 1: IT and Software Services

Key commercial parameters. Unless a Package states otherwise, the following parameters apply to Leads in the IT and Software Services category:

ParameterValue
Default Lead typeShared
Maximum Vendors per Shared Lead[5]
Exclusivity period for Exclusive Leads[30] days
Duplicate window[60] days
Dispute Window[72] hours ([96] hours for unreachable Prospects)
Unreachable test[3] calls on [2] days within [48] hours, plus one written message
Replacement limit[20]% of Leads per month (excluding exempt grounds in Clause 9.8)

Minimum requirement information. Each Lead will include, at minimum, the type of service required (for example, website development, mobile app development, custom software, e-commerce, UI/UX design, cloud or IT support, or digital marketing), a short description of the requirement, and the Prospect's city or country. Budget and timeline will be included where the Prospect provides them.

Category-specific invalid Leads. In addition to Clause 9.1, the following are Invalid Leads in this category: enquiries from job or internship seekers; requests from students for academic projects or assignments; freelancers or agencies seeking subcontracting, white-label or partnership work; requests for free work with no intention to pay; and requests for prohibited services under Clause 10 (for example, hacking, account recovery of third-party accounts, or fake reviews or followers).

International Leads. Where a Prospect is located outside India, the Lead will be labelled with the Prospect's country. Such Leads are Delivered only to Vendors who have opted in to international Leads. The Vendor is responsible for complying with any foreign laws applicable to its communications and services.

A.3 Regulated Categories

Before Sooprs offers Leads in regulated categories, such as legal services, healthcare, financial products (including loans, insurance and investments), real estate and education, additional terms will apply. These may require Vendors to hold and provide proof of specific registrations or licences. Sooprs may decline to offer Leads, or restrict how Leads are offered, in any category where the sale or purchase of Leads is restricted by Applicable Law or by the professional rules governing the Vendor.

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