This document is an electronic record generated by a computer system and does not require any physical or digital signatures. These terms of use (“Terms”) along with the Privacy Policy together constitute a legally binding agreement (this “Agreement”) between You and CtrlSpend Solutions Private Limited, a private company registered under the (Indian) Companies Act, 2013 (herein referred to as “Company”, “Our”, “We”, “Us”) with respect to Your use of Our Platform and Services. Please go through these Terms carefully as these Terms read with the Privacy Policy together constitute a binding, legal agreement between Us and You, with respect to Your use of Our Platform and Services.

1. YOUR APPROVAL
1.1. You may accept this Agreement only if:
(a) You are a natural Person, are of the legal age, eligibility and mental capability to form a binding contract.
(b) You are a juristic Person, are lawfully existing and have all the authorizations, permits and allowances to enter into this Agreement and form a binding contract.
(c) You are not legally barred or restricted from accessing the Platform or using the Services or any part of it.

1.2 We do not want any Person to access the Services if such Person does not understand, approve of or accept each and every term specified in this Agreement. Hence, You are requested to read these Terms and Privacy Policy carefully and understand the Agreement before approving, accepting and agreeing to be bound by it.
1.3 You will be deemed to have accepted these Terms by availing Services available on the Platform, including but not limited to, by
(a) accessing the Platform or any Content thereof;
(b) simply surfing and/ or browsing the Platform;
(c) creating a Registered Account on the Platform.

2. PROVISION OF SERVICES
2.1. Services provided to You are subject to Your acceptance and approval of this Agreement. You are requested not to use and/ or access the Platform, Services and/ or any part thereof if You do not approve of, agree with and accept each and every term of this Agreement.
2.2. The Company is a consulting firm and the purpose of the Platform and Services is to provide a platform where Users can avail services like:
a. Offline Services:
i. Spend Management. Through this, the Company will engage in a contract with You in order to analyse Your third party spend and subsequently build strategy and execution plan to reduce spend through demand rationalization or through negotiation with existing/new suppliers;
ii. Procurement Transformation: This service is for transformation of client’s procurement team in terms of operating model, policy or strategy refresh;

iii. ESG Strategy and Implementation: This service involves building and implementation of environment, social and governance strategies for various clients.
b. Online Services: Reading data as available on the Platform covering various topics.
c. Trainings: The Company shall provide training related to Offline Services as mentioned above. User can choose between offline training and online training. In order to avail training (either online or offline), User must create his/her Registered Account.

2.3. You may register on the Platform by providing specific information and creating an account (“Registered Account”). You shall ensure that all the information provided by You is always true, accurate, complete and updated. You shall ensure that all such information provided by You is always true, accurate, complete and updated. The authenticity and genuineness of the information/documents made available by You while creating a Registered Account shall be
Your sole responsibility. You understand and agree that the Company shall have no liability with respect to authenticity of the information provided by You. Further, You agree and undertake to notify us to update Your information as and when required, in order to maintain its accuracy.
2.4. You will solely be responsible for maintaining the privacy and confidentiality of Your access details with respect to Your Registered Account. Any access to or use of Your Registered Account shall be construed as access or use of such Registered Account by You. You are
solely responsible for all activities that occur with use of Your Registered Account. If You become aware of any unauthorized use of Your Registered Account, then You must immediately notify Us by sending us an email at support@ctrlspend.com .
2.5. Subject to Applicable Law, We may stop certain provision of Services, permanently or temporarily, or may modify or change the nature of Services and/ or these Terms at Our sole discretion, without any prior notice to You. Your use of Services following any such modification shall constitute Your deemed acceptance of these Terms (or as it may be modified).
2.6. We reserve the right to terminate Registered Accounts which appropriate the name, e-mail address, or other personally identifiable information of another individual/organisation or provide incomplete or improper personal details.
2.7. The Company shall provide such technical support in relation to the Platform as may be required, in the opinion of the Company, for smooth functioning of the Platform for You to avail Services, including regular updates, bug-removals, data storage facilities and the like.

3. USE OF SERVICES
3.1. In order to use the Services, You will be required to access the Platform through internet in such form and manner as provided by Us. We may update the Platform from time to time in order to ensure a better experience for the Users.
3.2. You agree to use the Platform and Services only for such purposes as is permitted by:
(a) this Agreement; and
(b) if You are a natural Person, any law, regulation or generally accepted practices or guidelines applicable in the country of which You are a citizen, or in which You are a resident, or from where You access the Services; or
(c) if You are a juristic Person, any law, regulation or generally accepted industry practices and guidelines applicable in the country where You are registered, where You maintain Your principal office or from where You access the Services.

3.3. Offline Services: In order to avail Offline Services, You can either reach to Us directly or via the ‘Contact Us’ form available on the Platform. You agree and understand that in order to avail the Offline Services, You shall execute the required documentation and abide by it.

3.4. Online Services:

3.4.1. Through the use of the Platform, a User can access various research articles as posted by Us on the Platform under the ‘Insight’ section. Once You make a Registered Account on the Platform, We may, on regular intervals, send newsletters to You via Your registered email address. In case You do not wish discontinue receiving such emails from Us, You can to unsubscribe from the newsletter.
3.5. Trainings:
3.5.1 In order to avail training services from the Platform, You can fill the requisite form and apply for the training service. The training service is available both online and offline. You can, according to Your requirement choose the mode of training. For offline training, You will be required to pay a certain percentage of the total booking fee as advance, and the remaining training fee before 5 (five) days from the last day of the completed training. In case You fail to pay the remaining balance of the training fee, the Company reserves the right to withhold
Your certificate and other training benefits, apart from charging prevailing bank rate of interest on the outstanding amount. For online trainings, the User will be re-directed to external training platforms (e.g., Coursera) and will be able to access Our trainings on those platforms. In case of online trainings, You agree that on being re-directed to other platforms, the terms and conditions of such platforms shall also be applicable on You. Further, you agree and acknowledge that any such platform to which You are being redirected to is outside Our control and We shall not be responsible or liable for any acts/omissions/commissions of such platforms.
3.5.2 To the extent permitted by applicable Law, You acknowledge and agree that the Company may use certain third-party vendors and service providers, including payment gateways, to process payments and manage payment card information.
3.5.3 In order to make payments online, You undertake to use a valid payment card or bank details or third party wallets or details required for any other mode of payment (“Payment Details”) with the authority to use the same, to have sufficient funds or credit available to complete the payment on the Platform in good standing. By providing the Payment Details, You represent, warrant, and covenant that: (1) You are legally authorized to provide such Payment Details;
(2) You are legally authorized to perform payments using such Payment Details; and (3) such
action does not violate the terms and conditions applicable to Your use of such Payment
Details or applicable Law. You agree that You are responsible for any fees charged by Your
mobile carrier in connection with Your use of the payment services through Your mobile. You
may add, delete, and edit the Payment Details You have provided from time to time through
the Platform.
3.5.4 Except to the extent otherwise required by applicable Law, the Company is not liable for any
payments authorized through the Platform using Your Payment Details. Particularly, the
Company is not liable for any payments that do not complete because: (1) Your payment card
or bank account or third party wallet does not contain sufficient funds to complete the
transaction or the transaction exceeds the credit limit in respect of the Payment Details
provided; (2) You have not provided Us with correct Payment Details; (3) Your payment card
has expired; or (4) circumstances beyond the Our control (such as, but not limited to, power
outages, interruptions of cellular service, or any other interference from an outside force)
prevent the execution of the transaction.

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3.5.5 Cancellation of Services: In case You wish to cancel the Services, You can do so by sending
Us a cancellation request through the Platform. If You cancel the Services 10 (ten) or more
then 10 (ten) days in advance, We shall refund the full amount as paid by You, within 1 (one)
month from the date of cancellation. In order to receive the refund amount, You must ensure
that the Payment Details as provided by You are updated and correct. We shall not be liable
in case the refund initiated by Us is not completed due to Your incorrect Payment Details. In
case You cancel the Services within 10 (ten) days from the start date of training, then the
Company shall not be liable to refund any amount to You.
3.5.6 Change of course: Once You have registered for a training course, You cannot change it. In
case You wish to switch to other training course, You will have to cancel the previous training
course and then book the new one. The amount paid by You for the cancelled training course
shall be adjusted against the newly booked training course.
3.6. Suspension of Services
3.6.1. We may suspend the Services or any part thereof immediately with or without cause or notice
(other than any notice required by Applicable Law and not waived herein) if We determine: (a)
that You materially breach (or We, in good faith, believe that You have materially breached)
any provision of these Terms, or Applicable Laws; (b) there is an unusual and material spike
or increase in Your use of the Services and that such traffic or use is fraudulent or materially
and negatively impacting the operating capability of the Services; (c) that Our provision of the
Services is prohibited by Applicable Law or regulation; (d) there is any use of the Services by
You that in our judgment threatens the security, integrity, or availability of the Services; or (e)
that information in Your account is untrue, inaccurate, or incomplete.
3.6.2. If we suspend the Services pursuant to the above clause 3.6.1, We will have no liability for
any damage, liabilities, losses (including any loss of data or profits), or any other
consequences that You may incur in connection with any such suspension.
4. RESTRICTIONS ON USE OF SERVICES
4.1. You agree that You will not use the Services for any purpose that is illegal, unlawful or
prohibited by this Agreement and Applicable Laws. You will not attempt to engage or engage
in any activity that may:
(a) reverse engineer, decompile or otherwise extract the source code(s) related to the
Platform or Services or any part thereof, unless it is expressly permitted by Us in writing
or is required by Applicable Law;
(b) use any robot, spider, retrieval application, or other device to retrieve or index any
portion of Platform or Services;
(c) collect information about other Users in any illegal or unlawful manner for any illegal or
unlawful purposes;
(d) register on the Platform to create any Registered Account by automated means or under
false or fraudulent pretences for using the Services, including creating multiple
Registered Accounts under a single Registered Account;
(e) transmit any viruses, worms, defects, trojan horses, or any items of a destructive nature
through the Platform or Services;
(f) use Services in any manner that can damage, disable, overburden, or impair, or
undertake any action which is harmful or potentially harmful to, any of the servers,
networks, computer systems or resources connected to any of the servers connected,
directly or indirectly to the Services, or interfere with any other third party's access to
and/or enjoyment of Services;

(g) carry out any denial of service (DoS, DDoS) or any other harmful attacks on the Platform
or; disrupt or place unreasonable burdens or excessive loads on, or interfere with or
attempt to make, or attempt any unauthorized access to the Services or any part of
Services;
(h) forge headers or otherwise manipulate identifiers in order to disguise the origin of any
part of the Platform; or
(i) result in provision, insertion and input of any deep links and/ or in any other way
hyperlink connection with other third-party websites or platforms on the Platform without
the specific written consent of the Company.

4.2. You will not circumvent or disable any digital rights management, usage rules, or other
security features of the Platform; remove, alter, or obscure any proprietary notices (including
copyright notices) on any portion of the Platform; and not use Services in any manner that
threatens or is likely to threaten the integrity, performance or availability of Services to You, or
to other Users.
4.3. You agree and undertake not to impersonate another Person or impersonate, guide or host
on behalf of, or falsely state or otherwise misrepresent Your own affiliation with any Person,
including, but not limited to Us, Our officials, employees, agents, partners, affiliates, dealers
and/or franchisees.
5. INTELLECTUAL PROPERTY RIGHTS AND DATA OWNERSHIP
5.1. The Company exclusively owns and reserves all right, title, and interest in and to the
Services, Intellectual Property, Confidential Information, and any data that is derived from
Your use of the Services.
5.2. Subject to Applicable Law, ownership of all Intellectual Property developed or existing in
relation to the Platform shall ab initio rest with Us. You shall have a limited, non-
sublicensable, non-perpetual, non-commercial license to use the Platform in order to avail
Services.
5.3. All third parties owning any intellectual property have a right to take appropriate action against
You for any violation, infringement or passing off by You. We respect the intellectual property
rights of all Persons and do not hold any responsibility for any violations of any intellectual
property rights by You.
6. CONFIDENTIALITY
6.1. You may be given and have access to Confidential Information of the Company or confidential
information of other Users of the Platform pursuant to Your use of Services. You will not use
any such Confidential Information of the Company or confidential information of Users for
Your own corporate purposes or any other purpose (except as contemplated under this
Agreement) without a prior written consent of the Person owning such information and shall
use Your best efforts to keep confidential and not to disclose to any Person any such
Confidential Information of the Company or confidential information of Users, except as
mutually agreed or required by Applicable Law.
7. TERM AND TERMINATION
7.1. You are bound by the Agreement from the time You commence using the Services till earlier
of:
(a) when You cease access or use to Services in any manner, including deleting Your
Registered Account; or
(b) Us terminating this Agreement with respect to You by permanently barring Your access
to Services.

7.2. We reserve the right to terminate Your access to Services or any part of Services, at any time
if:
(a) You knowingly or unknowingly cause, direct or indirect, breach, as ascertained by Us, of
any part of the Agreement;
(b) a third party with which We offer Services, has terminated its relationship with Us or
ceased to offer the related services to Us or to You;
(c) provision of Services or any part of Services is no longer commercially viable or feasible
for Us;
(d) We believe that You are a repeat infringer of the terms of this Agreement or You are in
violation of Applicable Law; or
(e) We are required to terminate this Agreement by Applicable Law, government order or
order of a court with requisite jurisdiction.

7.3. Upon termination of this Agreement, all the legal rights, obligations and liabilities that You and
We have benefited from, been subject to (or which have accrued over time whilst the
Agreement was in force) or which are expressed to continue indefinitely, shall be unaffected
by this cessation, and shall continue to apply to such rights, obligations and liabilities
indefinitely.
8. LIMITATION OF LIABILITY
8.1. Use of Services by You is entirely at Your own risk and We shall not be liable for any direct,
indirect, incidental, consequential, special, exemplary, punitive, monetary or any other
damages, fees, fines, penalties or liabilities whatsoever arising out of or relating to Your use
of the Services or the Platform.
8.2. Provision of the Platform does not constitute an institution of agency between Us and any of
Our Users. Our relationship with each and every User shall be on a principal-to-principal basis
only. You are solely responsible for any breach of Your obligations under this Agreement,
Applicable Law and the consequences of any such breach.
8.3. You shall defend, indemnify and hold Us, and Our officers, directors, employees,
representatives, consultants and agents harmless from and against any third party claims,
actions, demands, liabilities, judgments, and settlements, including without limitation, any loss
or damage suffered by Us (including loss of reputation and/ or goodwill) and including
reasonable legal fee that may result from or alleged to result from (a) Your unauthorized,
illegal and/ or unlawful access to or use of the Services; (b) Your breach of any rules,
regulations and/ or orders under any Applicable Law; (c) Your breach of any obligation under
this Agreement; (d) Any loss or damage caused to the Company due to Your breach of the
terms and conditions of any of the third-party training partners.
8.4. The Platform may include/ display links to other online platforms which are outside Our control
and may contain materials that are objectionable, unlawful or inaccurate. We do not endorse
or support such third-party links or the products and/ or services they provide, hence, We
shall not be responsible or liable for the content, accuracy or authenticity of such third party
links.
9. REPRESENTATIONS AND WARRANTIES
9.1. You represent and warrant that: (a) You are lawfully existing under Applicable Laws and have
full power and authority to enter into, execute and deliver this Agreement; (b) You have all
necessary and valid authorizations required for performance of Your obligations under this
Agreement; (c) this Agreement constitutes a legal, valid and binding obligation on You,
enforceable against You; (d) You have accepted this Agreement relying on Your own
business judgment and You have not been induced by any Person; and (e) execution,
delivery and performance of this Agreement by You shall not (i) violate any provision of the

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territorial and/ or jurisdictional laws applicable to You; (ii) conflict with or result in material
breach or violation of any terms, or constitute default under any other agreement by which
You are bound; (iii) violate any order, judgment or decree against, or binding upon You; or (iv)
violate any law or regulation of India or any other country in which You maintains Your
principal office (in case You are a corporate Person) or of which You are a citizen and a
resident (in case You are a natural Person).
9.2. The Company disclaims all warranties in relation to access to or provision of Platform or
Services, whether express or implied, including but not limited to:
(a) Services being constantly available or available at all;
(b) Services being successfully executed in all cases;
(c) Services being always functional without any disruption, delay or error;
(d) Your ability to use the Services, directly or indirectly;
(e) Your satisfaction with the Services;
(f) The accuracy of the data provided in the course of Service;
(g) The security, privacy and protection from loss or corruption of Your data;
(h) That all bugs or errors in relation to Services will be fixed or corrected;
(i) That Platform will be compatible with all devices, all networks and all browsers;
(j) That use of Services is fit for a particular purpose or use, except as provided herein; or
(k) That Services and Contents are accessible in every location.
10. GOVERNING LAW AND JURISDICTION
10.1. This Agreement shall be governed by and shall be construed in accordance with the laws of
India. All disputes relating to this Agreement shall be settled in the courts located at
Telangana, India.
10.2. You agree that in case of a dispute/grievance related to the Services of the Company, You
shall, before taking such matter to the court of Law, report it to the Company (via ‘Let’s Talk
form’, as available on the Platform) as soon as possible. The Company hereby undertakes to
resolve/settle the dispute to the best of its abilities within a reasonable time.
11. UPDATES AND CHANGES TO TERMS
11.1. We reserve the right, at any time, to add to, change, update, or modify these Terms so please
review it frequently. We will endeavor to inform You of any changes incorporated in this
Terms of Use that are significant (in Our opinion), however, You are requested to regularly
visit and review this page.
12. MISCELLANEOUS
12.1. Severability: If any provision of this Agreement is determined to be unenforceable then such
provision shall, to that extent, be deemed deleted from this Agreement and the legality,
validity and enforceability of the remaining provisions of this Agreement shall not be in any
way affected. Any act of either Us or You, done prior to the provisions being held
unenforceable shall be deemed to be valid and binding on the other.
12.2. Waiver: Waiver by Us of any one default of any one User will not waive subsequent defaults
of the same or different kind, by the same or different User, and no failure or delay of Us to
exercise or enforce any of its rights hereunder shall act as a waiver of those rights.

12.3. Assignment: You shall not assign or transfer any of Your rights or liabilities under this
Agreement to any other Person, We may freely assign Our rights and benefits (in full or in
part) under this Agreement to any Person. You acknowledge that We have a right (but not the
obligation) to deliver the Services either ourselves, or, through Our affiliates or any third
parties.
12.4. Notices: We may post notices within the Platform or send You notices on the registered e-mail
address or the telephone numbers shared with Us. You will deemed to have received such
notices (in case of electronic mail and telephone number) 24 (twenty-four) hours after
transmission.
12.5. Non-compete and Non-solicit: You will not, directly or indirectly, (i) solicit or attempt to solicit,
induce or recruit, engage or in any other way encourage Our employees, consultants,
customers, trainers or other Users to terminate their respective engagements with Us and/ or
engage with You and/ or any third party; or (ii) engage in any activity which is same or similar
to the Platform or the Services.
12.6. Display Association: We shall have a right to display and publicize Our association with Users
and the Services We have provided to the Users in Our collateral and branding materials.
13. DISCLAIMERS
13.1. The information, software, products, and services forming parts of the Services have been
contributed by various users and may include inaccuracies or typographical errors. Any
advice received or inferred via the Services should not be relied upon by the Users for any
personal, legal or financial decisions and users should consult an appropriate professional for
tailored advice, specific to their situation.
13.2. We shall not be responsible for viruses, worms, trojan horses, and other harmful or
destructive content of third parties. We disclaim any responsibility for any harm resulting from
the use of the Platform, or from any downloading of Content posted on the Platform.
13.3. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT AND TO THE EXTENT
PERMITTED BY APPLICABLE LAW, THE SERVICES ARE PROVIDED “AS IS” AND WE DO
NOT MAKE WARRANTIES OF ANY KIND, EXPRESS, IMPLIED, OR STATUTORY,
INCLUDING THOSE OF GENUINENESS OF THE CRENDENTIALS OR INFORMATION OF
THE USERS ON THE PLATFORM FOR A PARTICULAR PURPOSE, AND NON-
INFRINGEMENT OR ANY REPRESENTATIONS REGARDING AVAILABILITY,
RELIABILITY, OR ACCURACY OF THE INFORMATION ON THE PLATFORM, SERVICES
AND/ OR GOODS AND/ OR SERVICES AND/OR PRODUCTS PROMOTED AND/ OR
OFFERED THROUGH THE PLATFORM OR SERVICES.
14. DEFINITIONS AND INTERPRETATION
14.1. All the capitalized terms contained in the Agreement that have not been defined elsewhere,
shall mean as follows:
(a) “Applicable Law” shall mean any law, regulation, ordinance, statute, rule, judgement,
decree, order, resolutions, and policy, etc. past or decreed by the government of India or
any sub-division thereof or other concerned statutory authority.
(b) “Confidential Information” shall mean this Agreement, Intellectual Property, any and all
information related to any aspect of the Company’s business which is either information
not known by actual or potential competitors of the Company or is proprietary information
of the Company, whether of a technical nature or otherwise. Confidential Information
includes, but is not limited to, confidential material, financial information and forecasts,
product plans, marketing plans and strategies, price lists, customer lists and contractual
obligations and terms thereof, data, documentation and other information, in whatever
form disclosed, relating to the Company or its affiliates. Notwithstanding the foregoing,
Confidential Information does not include any information (i) that is or becomes readily

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available in public records or documents, other than as a result of a disclosure by You, or
(ii) which can be shown to have been known by You prior to disclosure by the Company
or an affiliate or other Person acting on behalf of the Company, or (iii) which must be
disclosed by You under Applicable Laws or regulations or judicial or administrative
proceedings.
(c) “Content’’ shall mean and include the content in the form of audio, video, visual, graphic,
text content or combination thereof, including messages, information, articles, data,
images, videos GIFs, reviews, ratings, comments, queries or any other like material,
shared/uploaded/communicated by Us or a User by the use of Platform and Services.
(d) “Intellectual Property” shall mean and include all patents, trademarks, processes,
domain names, works of authorship, designs, utility models, copyrights, inventions,
ideas, programs, codes, software, algorithms, discoveries, correspondence, trade
secrets, databases, know-how, business models, creations or improvements upon,
additions or any research effort relating to any of the above, whether registered or
unregistered, which are owned, acquired or developed in the course of activities, and any
similar rights in any country, whether negotiable or not, also including any applications
for any of the foregoing and the right to apply for them in any part of the world.
(e) “Person” shall mean any natural person, limited or unlimited liability company,
corporation, partnership (whether limited or unlimited), proprietorship, Hindu undivided
family, trust, union, association, government or any agency or political subdivision
thereof or any other entity that may be treated as a person under Applicable Law.
(f) “Platform” shall mean the Website and the other platform(s) (whether android or IOS)
downloadable from third party service providers, including any updates thereof, as We
may provide from time to time.
(g) “Registered User” shall mean and include a User who creates a Registered Account on
the Platform.
(h) “Services” shall mean and include services provided by the Company including access
to the Platform.
(i) “User” means and includes a person who uses the Platform and Services.
(j) “Website” shall mean https://www.ctrlspend.com/ as provided by Us and as updated
from time to time.
(k) “You” or “Your” shall mean any Person, including a Registered User, who accesses or
uses the Platform or Services thereof, as provided from time to time.

14.2. Any reference to the singular includes a reference to the plural and vice versa; any reference
to one gender includes a reference to the other gender(s), unless explicitly stated otherwise.
14.3. Headings and captions are used for convenience only and not for interpretation of the
Agreement.
14.4. Any reference to a natural Person shall, include his/ her heirs, executors and permitted
assignees and any reference to a juristic Person shall, include its affiliates, successors and
permitted assignees, unless repugnant to the context.
Last Updated on: 11-12-2023