Clauses 12 and 20 of the Terms & Conditions — read together with that Agreement.
Notwithstanding anything contained in the Agreement or elsewhere, no act, omission, delay, deficiency, non-performance, improper performance, technical issue, operational lapse, service interruption, or alleged default by either Party shall constitute a material breach, event of default, repudiatory breach, deficiency of service, or ground for termination, suspension, damages, penalty, compensation, legal proceedings, or adverse action unless and until the aggrieved Party has provided the defaulting Party with a detailed written notice specifically describing the alleged breach and granting a mandatory cure period of seven (7) calendar days from the date of receipt of such notice ("Cure Period") to investigate, rectify, remedy, mitigate, or otherwise cure the alleged breach.
During the Cure Period:
(a) the alleged breach shall be deemed non-final, non-material, undisputed, and incapable of giving rise to any cause of action, claim, dispute, termination right, compensation claim, refund claim, chargeback, withholding of payments, adverse publication, or legal proceedings;
(b) the defaulting Party shall have the absolute and uninterrupted right to continue performance of the Agreement and undertake corrective measures without interference;
(c) the aggrieved Party shall not initiate, threaten, maintain, or pursue any civil, criminal, commercial, consumer, regulatory, arbitration, or recovery proceedings against the defaulting Party in relation to the alleged breach; and
(d) no liability shall accrue upon the defaulting Party if reasonable steps toward rectification are being undertaken in good faith within the Cure Period.
Any breach, deficiency, delay, or non-performance that is cured, remedied, substantially rectified, or mitigated within the Cure Period shall be deemed waived, resolved, and permanently cured ab initio, and shall not constitute a breach of this Agreement nor entitle the aggrieved Party to any damages, compensation, termination rights, indemnity, refund, penalty, injunction, or other remedy whatsoever.
The Parties further agree that minor deviations, technical issues, delays caused by third parties, operational disruptions, force majeure circumstances, communication gaps, or commercially reasonable differences in execution standards shall not constitute material breaches capable of triggering termination or legal liability, provided reasonable corrective efforts are undertaken within the Cure Period.
No Party shall act in bad faith, unreasonably withhold cooperation, or deliberately obstruct the rectification process during the Cure Period. The failure of the aggrieved Party to provide the mandatory written notice and full Cure Period strictly in accordance with this clause shall render any termination, claim, proceeding, demand, or adverse action premature, invalid, and unenforceable.
In case the discrepancy remains unresolved upon the conclusion of the said cure-period and the request has been approved by Cruzen the contract can be terminated and any subsequent refund approved shall be calculated on pro rata basis in accordance with the Cancellation & Refund Policy.
This Agreement shall be governed by and construed in accordance with the laws of India.
In the event of any dispute, operational deficiency, or service discrepancy, the Customer shall first exhaust the following internal escalation matrix prior to initiating any external legal action, without prejudice to the Customer's right to approach a competent court or statutory consumer forum at any time as stated below:
Step 1 — Primary Support Tier: The Customer shall log a written dispute either through Cruzen's CRM/ticketing dashboard or by email to support@cruzendigital.com, describing the grievance and the relief sought. Cruzen shall acknowledge the same with a unique tracking ticket reference within two (2) Working Days.
Step 2 — Nodal Grievance Desk: If the dispute remains unresolved within seven (7) business days of the ticket being logged under Step 1, the Customer may escalate the same grievance, quoting the original ticket reference, to Cruzen's Nodal Grievance Officer at grievance@cruzendigital.com. The Nodal Grievance Officer shall respond during standard hours (Monday to Friday, 10:00 AM to 6:00 PM IST) and endeavour to resolve the escalated grievance within a further period of seven (7) business days.
Step 3 — Amicable Settlement Window: If the grievance remains unresolved after Step 2, either Party may notify the other in writing of the existence of a Dispute, following which the Parties shall endeavour to resolve the matter through good-faith negotiations for a period of thirty (30) days from the date of such notice, or such extended period as may be mutually agreed in writing.
This internal grievance mechanism is a good-faith, pre-litigation obligation and does not operate as, and shall not be construed as, an absolute bar or condition precedent restricting either Party's right to approach a competent court or statutory consumer forum of competent jurisdiction at any time, including during the pendency of Steps 1 to 3 above, where such right is available under applicable law.
If the Parties are unable to resolve the Dispute through amicable negotiations within the period specified above, either Party shall be entitled to initiate appropriate legal proceedings before the competent courts, without prejudice to any other rights or remedies available under law or under this Agreement.
The Parties hereby expressly agree and undertake that any and all Disputes arising out of or in connection with this Agreement, including any question regarding its existence, interpretation, validity, performance, breach or termination shall be subject to the exclusive jurisdiction of the competent courts at Delhi, India, and no other court or forum shall have jurisdiction such matters. Where the Customer qualifies as a consumer under the Consumer Protection Act, 2019, nothing in this Agreement restricts the Customer's right to approach the appropriate consumer commission at the forum permitted by that Act.
The Parties irrevocably submit themselves to the Jurisdiction of the courts at Delhi and waive any objection that they may now or hereafter have with respect to the venue of any proceedings brought before such courts, including objections based on inconvenience of forum or otherwise.
During the pendency of any Dispute and until its final resolution by a competent court, the Company shall, totally discontinue to perform its respective obligations under this Agreement without prejudice to its rights and contentious in the Dispute.
Related documents forming part of this Agreement: Terms & Conditions · Cancellation & Refund Policy · Privacy Policy.