MA4: Coordination and Alignment

You acknowledge your understanding and agree to model of a multi-tenant environment for both online and offline services. You agree to share the platform and gateway locations with other subscribers. You agree that such sharing will require accommodation and cognizance towards the needs of others. This is not a dedicated deployment only for your business; hence any changes or customization has an overarching impact on all subscribers using the platform. While we work towards meeting your needs and expectations, we also pay attention to the overall service levels as it may relate to other subscribers besides you. You acknowledge that such sharing aggregates scale; and hence produces economies of scale that allow us to create cost efficiency at one end and also gives us the leverage to do more and advanced things in a shorter period of time.

Collaboration

You acknowledge and confirm your understanding that activities under the engagement require active participation from everyone involved (all parties/subscribers). Representatives from every subscriber will communicate and coordinate on a regular basis to maximize business efficiency. Since business and operational dynamics are ever evolving, it becomes imperative to maintain high levels of collaboration and coordination. Principal, DCP, 3PL and Welue will collaborate on neutral basis for mutual business efficiency in the context of the exchange services for operational excellence, performance improvement and business innovation.

You will cooperate reasonably and in good faith with us in our performance of our services by, without limitation:

• allocating sufficient resources and timely performing any tasks reasonably necessary to enable us to perform our obligations under each service contract;
• timely delivering any materials and other obligations required under each service contract;
• timely responding to our inquiries related to the services;
• assigning an internal project manager for each service contract to serve as a primary point of contact for us;
• actively participating in scheduled project meetings;
• providing, in a timely manner and ax`t no charge to us, office workspace, telephone and other facilities, suitably configured computer equipment with internet access, access to your appropriate and knowledgeable employees and agents, ensure that all arrangements are made for access, security procedures, virus checks, licenses or consents as may be required, and coordination of onsite, online and telephonic meetings all as reasonably required by us; and
• by providing complete, accurate and timely information, data and feedback all as reasonably required.

All parties may communicate via electronic mail. On the basis that in consenting to this method of communication you accept the inherent risks (including the security risks of interception of or unauthorized access to such communications, the risks of corruption of such communications and the risks of viruses or other harmful devices) and that either parties shall perform virus checks and undertake other general precautions in this regard.

When you visit the platform or send e-mails to Welue, you are communicating with Welue electronically. You consent to receive communications from us electronically. We may respond to you by e-mail or by posting notices on the platform. You agree that all such notices, disclosures, and other communications that Welue provides to you electronically satisfy any legal requirement that such communications be in writing.

Likewise, you also consent to receive/send communications from/to other subscribers. You agree that all such notices, disclosures, and other communications that you exchange electronically with other subscribers on the platform satisfy any legal requirement that such communications be in writing.

Correct, complete and current documentation is extremely critical to achieve alignment amongst multiple subscribers in the platform ecosystem. Moreover with multiple parties involved in any chain of activities, efficiency gains from automation will be compromised if we are unable to build alignment in actions across the chain. This needs consistent clarity and common orientation. You acknowledge that the importance of documentation in sharing the intensive insights about the features and functionalities; the extensive experience from design to deployment of the platform; and blending it with diverse business contexts. You agree that documentation has the potential to improve utilization and realization of benefits of the service, and that not following the advice and insights in the materials contained in such documentation may substantially limit your ability to successfully utilize the service or to enjoy the power and potential of the service.

Besides the documentation about the platform, there is a diverse set of rules based on your business context, the type of subscriber or related to your products. These are factored through specific documentation provided by the respective subscribers. Broadly we may classify the documentation into the following:

• Welue-Driven: Generated/issued by Welue, and as amended from time to time. Generally includes (not limited to) HOPs, PAFs and other reports, papers, blogs and other materials published in the info-center.
• Subscriber-Driven: Generated/issued by you, and as amended from time to time. Generally includes COGs.
• Service-Driven: Generated by both Welue and the Subscriber, and as amended from time to time. Generally includes EFSs.

All parties/subscribers shall honor and conform to applicable documentation to maintain discipline in actions and inactions required for the smooth operations and efficiency of the platform ecosystem. Everyone shall cooperate and collaborate in maintaining adequate documentation and other related information to build and maintain alignment of expectations and actions in the interest of their own business and/or to fulfil their obligations towards other subscribers.

You agree that we may establish new policies and procedures for your use of the services as we deem necessary for the optimal performance of the services.

Suggested Processes, Standard Workflows, Best Practice and New Feature Guidance: In our documentation, we provide best practice recommendations to improve performance and efficiency. We make recommendations on how new features, functionalities and platform offerings may fit your use case. Although the platform may have processes and workflows that may suggest a way of doing business, the design of the same is not recommending a specific way over the other. You are responsible for your business and the choice of its processes. Welue is not providing to you, and the services provided hereunder are not and shall not be deemed or construed to be, legal, financial or investment advice or recommendations. You should consult with your own legal, financial or investment advisors, as appropriate. Further, you agree that Welue is not acting as your agent or fiduciary in connection with your use of our services/platform.

Info Center

Info-Center is a single point to access all documentation with the latest versions located at https://multey.com/info and as may be amended from time to time. It includes, but not limited to, the master agreement, policies, frameworks, guidelines, procedures, help, tips and rules, describing features and functionalities, reference resources, blog-posts, reports and more. Main blocks of documentation in the info-center include MA, HOPs and PAFs.

Welue reserves the rights to provide only selective access to certain documentation due to sensitivity, propriety, confidentiality, competitive or other reasons. If you encounter such instances of restricted access, you may request for the same by contacting us. Welue may or may not entertain such requests based on our obligations towards you based on our service contracts. Normally, the general users or indirect subscribers may be provided with limited-access-only.

Policies and Frameworks (PAFs)

Welue shall documents and publish PAFs named in the table below and as currently available in the URL mentioned against their respective name in the table below and as may be amended/updated by us from time to time. Such PAFs shall be deemed to be an integral part of this agreement.

PAFs shall generally include (but not limited to) the following:

• A documented information security management process and be proven to be operating effectively through periodic internal checks and/or external audits by independent and qualified practitioners.
• Designate a security point of contact at Welue to act as the liaison between you and us.
• Ensure that only individuals with an approved need to know are allowed to access your information, your employee information, and/or your customer proprietary information.
• Data classification system where your information is classified according to its sensitivity.
• Acceptable use policy applicable to all users and enterprises with clearly enumerated cases of prohibited use.
• Adequate controls on change management that requires appropriate validations from Welue's designated security point of contact for any changes to the applications that could reasonably be deemed to have an impact on the security environment within the Welue organization;
• Incident response plan and related procedures in place for implementation in the event of a security breach, with the procedure, frequency and results of testing of the same. The documented plan and test results report are provided on upon request.
• Audit logging enabled that tracks key user actions.
• Disaster recovery plan and business continuity plan in place to counteract interruptions to business activities and to protect critical business processes from the effects of major failures and disasters; with the procedure, frequency and results of testing the same.

Help and Operating Procedures (HOPs)

HOPs includes documentation hosted in the info-center aimed at helping users to understand the functionalities on the platform to learn the steps for use of the platform by means of online self-reference. Such documentation may be updated by us from time to time. It also includes developer guides, getting started guides, user guides, quick reference guides, support guidelines and other technical and operations manuals and specifications for the platform and the services.

Welue shall create and maintain HOPs for select areas of the services. For the sake of preciseness and simplicity, we may choose skip areas that are self-explanatory.

Welue shall document the HOPs in the English language only. You shall be responsible for translation into any other alternate regional or local language as may be needed by your linked users or any of your indirect subscribers.

HOPs may be updated from time to time. We will do all reasonable efforts to keep every part of the HOPs documentation updated at all times. While we do so, there may be a delay in updating some areas which may have been changed owing to a new release. You acknowledge, understand and agree that in the voluminous documentation like this, such delays may occur. And you hold us harmless on any impact of such delays on your business, enterprise and user experience.

Enterprise Fact Sheets (EFSs)

While the service contracts detail the scope and related terms, EFSs shall be maintained on a current basis to reflect certain dynamic information related to your business in context of our services or otherwise. This may include, but not limited to, the active gateway locations, space, distributors, users and other scope parameters to ensure clarity, alignment and agreement. Revisions to EFSs will be made as and when updates happen to accommodate the evolving needs of the business and to align expectations. The control sheet will be signed by both parties.

You shall furnish all information in the EFSs as and when requested by us. It will be your responsibility to keep the EFSs up to date.

We reserve the right to introduce new EFS requirements and/or to modify or discontinue existing EFSs at our sole discretion.

Control and Operating Guidelines (COGs)

You shall issue COGs for a variety of business aspects to lay down the ground rules that are specific to your business context and operational needs. Every COG document shall specify the purpose and applicability. COGs are a means to align all subscribers with each other. Such COGs shall be deemed to be an integral part of this agreement. More COGs may be added to accommodate your business needs and for better inter-party coordination, compliance, alignment and efficiency.

Issue with Mutual Consent: You shall review and agree the materials of the COGs with us before releasing the same. You shall ensure that the COGs are not conflicting with HOPs and PAFs; to ensure that no operational confusion or bottleneck is created in the exchange ecosystem. The same will be logged for reference. You shall also address any concerns raised regarding the implementation of the suggested rules and procedures in your COGs. You acknowledge and agree that Welue reserves the rights to moderate the COGs issued by you to maximize overall service optimization for the platform ecosystem. You agree that in the event of any differences between you and any other subscriber, the suggestions/recommendations made by Welue will be unconditionally binding on all subscribers.

Communication and Training: You shall be responsible for the communication and training on the COGs issued by you. After the COGs are released, you shall remain responsible for any queries or clarifications sort by any subscriber in that regard.

Enforcement: You shall be responsible to monitor and ensure conformance with the COGs issued by you.

Updated COGs: You shall ensure that COGs are correct, complete and current at all times. You shall make adequate revisions to your COGs as and when updates happen to accommodate the evolving needs of the business and to align expectations between you and us; and/or between you and other subscribers.

Conformance: You shall at all times comply with the COGs issued by other subscribers that are applicable to you.

DCP/3PL shall follow the COGs issued by the Principal. DCP/3PL shall coordinate with every Principal for operational setup and to accommodate custom requirements based on their respective business needs and to manage nuances of their respective products.

Access to COGs: You shall define and agree with us on the users who shall be provided access to the COGs issued by you. You shall be responsible to monitor such access, review it from time to time and to ensure that the access rights at any time are only provided to users on a need to know basis.

You shall nominate staff as PALs (Process and Admin Leads) to champion the allocated scope area to take the responsibility for process ownership and/or platform administration. Designated PAL shall be the key/single point of contact for driving execution and operations of the allocated scope area; and all related support matters, incident management and issue resolution.

In relation to the allocated scope area, the PAL shall:

• comprehensively understand and drive actions; be responsible for smooth and uninterrupted operations; and be responsible for achievement of the defined goals and KPIs
• understand the features and functionalities of the platform; maximise the leverage from the platform; and handhold implementation of new features and functionalities
• work on the train the trainer model to transfer the needed understanding and handholding to other team members
• understand roles and responsibilities of all staff in that area; and understand the practical day-to-day nuances
• provide training and orientation to existing and new staff; provide handholding and support to others; and support transition of staff, as needed
• obtain latest understanding of all documentation; keep documentation correct, complete and current; contribute to updates in documentation
• coordinate with other PALs across other scope areas and location, both within the enterprise and with other subscribers
• continually communicate with Welue to exchange updates; and contribute by providing suggestions and feedback for continuous innovation and improvement
• keep pace with overall understanding of the refinements in the model/SOPs, feature upgrades/revisions and other operational updates to ensure alignment and efficiency
• proactively ensure that EFSs and COGs are up to date at all times

You shall ensure that the nominated PALs possess the needed levels of capability and experience to deliver in accordance with the nature of expectations in the allocated scope area. You shall also ensure adequate succession in such PALs planned. For critical PAL positions, you may consider appointing two PALs instead, one in a primary and another in a secondary capacity.

You may, at your discretion, may choose to engage us for setup and training services for certain parts of the Platform by executing a service contract for the same with specific scope mutually agreed between you and us.

As part of the setup services, Welue will only operate in a handholding capacity and shall not undertake the actual setup activities in your account. We shall require some information to be prepared in the pre-defined formats for upload into the platform. Welue's obligations to setup are subject to your service contract to, and performance of, your obligations under the engagement including the following:

• Providing Welue (by such methods as email or other electronic means) with true, correct and complete business information, workflow information and any other data necessary to complete the setup according to your business needs; and
• Responding to Welue's communications and requests for information, and reviewing information provided or prepared by Welue including any work plans, promptly and reasonably in advance of the setup of your account on the platform, notifying Welue of any errors.

In the event that you provide temporary access to our staff (by adding them to your account as a user and giving them admin rights) to undertake setup activities in your account, you are solely and entirely responsible for the actions performed in your account. You shall supervise and review all the actions done in this case. You shall ensure that the rights and access of our staff are revoked immediately after the purpose is accomplished. You shall ensure that such activities were done only under supervision by you or your authorized representative. To do so, you may extend such rights only during office hours and revoke them at every day end. Welue shall not be responsible for any such rights shared with our staff.

Based on the agreed scope and approach for training, Welue shall provide you with training on applicable work flows and applications on the platform or otherwise. The training is charged on a per day basis. Training may cover only select areas of the services. You shall remain responsible for the awareness of the users on the remaining areas either by self-study/reference of related documentation or by internal trainings.

Below listed limitations may apply to our provision of setup and training services:

• You will have up to 3 (three) business days after the setup and training to contact us with any questions related to our support. After that time, the setup and training services provided by Welue will be officially complete and you will receive no further support in that regard.
• Depending on the nature of work for setup and training, we may either work with you in person on-site or remotely off-site. Onsite setup and training services may not be available in all cities and states.

You agree that you will be the first line of support for your end users, including basic troubleshooting for the platform services, and you agree that you will not refer your end users to Welue for direct support without our prior written consent in each instance.

If you would like support for the services other than the support using reference of online documentation provided without charge, you may enroll for higher level support in accordance with the terms of the User Support Guidelines. Levels of user support are tabled below:

In providing User Support, Welue will use commercially reasonable efforts to (a) respond within the response times set forth in the User Support Guidelines for all properly submitted cases from authorized individuals, and (b) work towards the identification and resolution of the problems submitted. When submitting a case, you may designate the severity level of a problem; provided that, we reserve the right to reclassify the severity level in our reasonable opinion. All response times are measured from the point when a case has been properly submitted by an authorized individual to us. Cases may be submitted as specified in the User Support Guidelines.

We do not represent, warrant or guarantee that (i) we will always be able to resolve a case fully, (ii) you will no longer experience a problem, (iii) we will provide a bug fix, patch or other workaround in connection with the identified problem, or (iv) any support or advice will result in any performance efficiency or improvement. You are solely responsible for the implementation and results of any suggestions or advice received.

If the Welue staff is providing the support to you remotely, Welue staff may work with you on screen sharing in order to handhold you or your staff with the assistance in context of the support area. You acknowledge and agree Welue staff may undertake such screen sharing with your computers remotely for the purpose of providing the support.

Scope of Support

Our user support covers operational assistance and platform guidance for issues and tips related to (but not limited to): 

• "How to" questions about Welue services and platform features and functionalities
• Best practices to help you successfully integrate, deploy, and manage applications in the cloud
• Troubleshooting Welue platform issues
• Troubleshooting operational or systemic problems with Welue resources
• Issues with our Control Panel or other Welue tools
• Problems detected in performance of any feature or functionality

User support does not include code development, debugging custom software and performing system administration tasks. Welue reserves the right to decline support cases which may fall outside of those admissible for user support. Welue shall exercise unconditional discretion in classifying support cases for both admissibility and severity.

Community Involvement: In today's interconnected world, no platform team can operate in a vacuum. Industry leaders, partners, and researchers must share information and collaborate in order to maintain the highest levels of innovation, security and performance. That's why Welue takes active interest in our engagement with our users and enterprises for collaborative improvement efforts. We know that the time we invest in sharing ideas translates into helping ensure all our features and functionalities, and our overall services adhere to best practices and better the overall information outcomes for both you and us.

Welue welcomes and provides you with a mechanism to provide feedback, suggestions and ideas, if you choose, about its platform and services. You agree that Welue may, in its sole discretion, use the feedback you provide to Welue in any way, including in future modifications of the platform, multimedia works and/or advertising and promotional materials relating thereto. You hereby grant Welue a perpetual, worldwide, fully transferable, irrevocable, royalty free license to use, reproduce, modify, create derivative works from, distribute and display the feedback in any manner and for any purpose.

You have no obligation to provide us with ideas, suggestions, feedback or proposals. However, if you submit suggestions and feedback to us, then you grant us all rights to such materials in the suggestions and feedback provided to us.

Welue will ensure that platform adheres to appropriate quality, security and performance standard and supports business continuity.

Records and Audit by Direct Subscribers

Direct subscribers retain the right to conduct security audits, no more than once in twelve (12) months, by engaging mutually agreed independent experts to confirm Welue's compliance with the security requirements contained herein. You shall provide adequate notice for the same; and the plan and approach must be mutually agreed with Welue. In such cases, all costs related to such audits including the cost of the independent experts plus administration time costs for Welue shall be borne by you. In addition Welue may charge a management fee surcharge as higher of (a) cost plus 20% of such audit/review fee; or (b) INR 250,000 plus applicable service tax.

Welue will maintain, for the relevant period, all records in whatever form, having regard to the nature of the records, which relate to the services and the Welue's obligations under good accounting practices, good record keeping practices, standards and procedures and good industry practice. You will have the right to audit books and records of Welue relating to our engagement for services provided to you. Such audit shall be conducted by you or any third party authorized by you (chosen in consultation with us and such third party will be bound by confidentiality obligations) during business hours and after giving prior intimation, of at least ten (10) days' prior notice, to Welue. Welue will give every assistance to, and make the records available to you.

DCP/3PL Audit

In order to enable the Principal/Welue to ensure that the DCP/3PL is complying with the required documentation, norms and expectations, the DCP/3PL shall (i) keep actual books and records and (ii) permit the Principal/Welue, to depute its representatives for the purpose of periodically auditing the records and shall adhere to such recommendations/guidelines given by the Principal/Welue from time to time.

DCP/3PL will render full co-operation and support to the representatives of the Principal/Welue and allow them access to the warehouse/ premises during business hours for physical inspection of the products and conduct audit on records of dispatch, sales, inventory, quality aspects etc.

Compliance with Platform Licenses

You agree that, no more than once every twelve (12) months, Welue or its authorized representatives will, upon ten (10) days' prior notice to you, have the right to inspect your records, systems, and facilities to verify that your use of any and all of the platform is in conformity with your valid licenses as per engagement with Welue. For example, Welue has the right to those of your records useful to determine whether your usage exceeds the allocated limits as agreed in service contracts and work orders. If such verification process discloses that your use is not in conformity with a valid license/limit, you will immediately request valid licenses to bring your use into conformity.

Welue may at any time ask you for (i) the actual number of users of the Platform, (ii) the actual number of servers on which the Platform is installed, and (iii) the actual platform on which the Platform is being used. You shall respond to such request within thirty (30) days. Should you fail to do so, Welue has the right to (i) terminate the engagement or (ii) suspend the license for an undefined time period.

You agree that you will not interfere with any services management software agent(s) that Welue installs on the platform - which may run parallel to your services. Welue agrees that its agents will use only a minimal amount of computing resources, and will not interfere with your use of your services. Welue will use the agents to track system information so that it can more efficiently manage various service issues. Your services will become "Unsupported" if you disable or interfere with our services management software agent(s). You agree that Welue may access your services to reinstall services management software agents if you disable them or interfere with their performance.

• June 11, 2018: Document visibility changed back from signed-users only to all users.
• January 4, 2017: Document visibility changed from all users to signed-in users only.
• December 16, 2015: Initial version of the document published.