BASIS OF AGREEMENT 1.1 Where Software (as specified in the applicable ordering document) is supplied to Customer the terms of this Agreement shall govern access to and use of the said Software. 1.2 The following definitions apply to this Agreement: “Additional User” means a User above the number of Users specified in the applicable ordering document. “Affiliates” means entities controlling, controlled by or under common control with Supplier. “Agreement” means the terms and conditions set out in this document (“Terms and Conditions”); the applicable ordering document (together with any renewal thereof); and Special Conditions (if any) agreed between Supplier and Customer. In case of conflict between the documents comprising this Agreement, the documents comprising the Agreement shall prevail in the following order of precedence: 1. Order Form; 2. Refund Policy; 3. these Terms and Conditions. “Charges” mean the fees payable by Customer for the licensing of the Software as specified in the applicable ordering document. “Customer” means entity specified as the customer on the applicable ordering document. “Competitor” shall mean a third party that is regularly engaged in the business of developing or marketing software that performs the same or similar functions as one or more of the modules of the Software licensed hereunder by Customer. “Control”: an entity will be deemed to Control another entity if it has the power to direct or cause the direction of the management or policies of such entity, whether through the ownership of voting securities, by contract or otherwise. “Documentation” means the User Guide(s) published from time to time for the relevant software on www.data.svss.co.in. “Initial Subscription Period” means the period from the Start Date to the Initial Expiry as specified in the applicable ordering document; where the Start Date for the Software has for any reason to be adjusted, Supplier may at its discretion either a) adjust the Initial Subscription Period to run from the revised Start Date or b) reduce it and invoice on a pro-rata basis for the reduced period. “Renewal Period” means each successive 12 month period (or such other period as the parties may agree) following the expiry of the Initial Subscription Period. “Special Conditions” means individually negotiated variations, amendments and/or additions to these Terms and Conditions or those of an ordering document and are deemed to be included in this Agreement.