Terms and Conditions

Effective Date: September 24, 2025

Preamble

This Terms and Conditions document (“T&Cs” or “Agreement”) governs the provision of comprehensive 360-degree election management services (“Services”) by the Indian Council for Politics and Research (“ICPR”, “we”, “us”, or “our”), a strategic consultancy firm registered under the laws of India, with its principal place of business at Badarpur, New Delhi - 110044, India.

The Services include, but are not limited to, political consulting, campaign management, voter analytics, AI-driven election intelligence, opinion polling, media and PR strategies, digital outreach, grassroots mobilization, and policy research, delivered in compliance with applicable Indian laws, including the Representation of the People Act, 1951, the Information Technology Act, 2000 (as amended), the Digital Personal Data Protection Act, 2023 (“DPDP Act”), and the Indian Contract Act, 1872.

This Agreement applies to all stakeholders engaging with ICPR, including:

  • Clients: Political parties (“Parties”) and individual political leaders or candidates (“Leaders”) (collectively, “Parties/Leaders”).
  • Third-Party Vendors/Subcontractors (“Vendors”): External service providers engaged by ICPR for operational support.
  • Employees/Contractors: Internal or external personnel working under ICPR.

By engaging our Services, entering into a contract, or accepting these T&Cs, the relevant stakeholder (“you”, “your”) agrees to be bound by this Agreement. This is a legally binding contract under Section 10 of the Indian Contract Act, 1872. If you are entering on behalf of a Party or Leader, you represent that you have the authority to bind them.

For specific engagements, a separate Service Agreement (“SA”) may supplement these T&Cs. In case of conflict, the SA prevails.

Governing Law: This Agreement is governed exclusively by the laws of India, with exclusive jurisdiction in the courts of New Delhi.

1. Definitions

  • Confidential Information: Any non-public data, including voter lists, campaign strategies, personal data (as defined under DPDP Act), financial details, or proprietary analytics, disclosed during the Services.
  • Personal Data: Digital personal data as defined under Section 2(n) of the DPDP Act, including voter demographics, contact information, or political preferences.
  • Services: The full spectrum of election management activities outlined in the SA.
  • Breach: Failure to perform obligations under this Agreement, including non-payment, data misuse, or sub-standard service delivery.
  • Force Majeure: Events beyond reasonable control, such as acts of God, war, or government restrictions (excluding payment obligations).
  • NDA: Non-Disclosure Agreement, incorporated herein as Annexure A.

2. Scope of Services

ICPR provides end-to-end election services tailored to the Client’s needs, including:

  • Strategy development and execution.
  • Data collection, analysis, and AI personalization (compliant with DPDP Act).
  • Voter mobilization, media campaigns, and compliance monitoring.
  • Post-election evaluation and reporting.

Services commence upon SA execution and payment of the initial milestone. ICPR reserves the right to subcontract non-core tasks to Vendors, subject to Section 5.

Exclusions: ICPR does not guarantee election outcomes, as results depend on voter choice and external factors (Representation of the People Act, 1951). Our role is advisory and operational only.

3. Obligations of ICPR

  • Deliver Services with professional diligence, adhering to ISO 27001 standards for information security.
  • Maintain confidentiality under the NDA and process Personal Data as a Data Fiduciary under DPDP Act §2(h), ensuring consent-based collection (DPDP §6) and purpose limitation (§5).
  • Comply with GDPR for EU-related data (if applicable) via Standard Contractual Clauses.
  • Provide regular progress reports and access to dashboards.
  • Ensure all subcontractors comply with these T&Cs.

4. Obligations of Clients (Parties and Leaders)

4.1 General Obligations

  • Provide accurate, timely information (e.g., voter lists, budgets) for Service delivery.
  • Cooperate fully with ICPR personnel and Vendors, including granting access to venues, data systems, and events.
  • Ensure compliance with election laws (e.g., no corrupt practices under Model Code of Conduct).

4.2 Assistance and Security

Parties/Leaders shall provide full assistance and security to ICPR, its employees, and Vendors for operational tasks, including:

  • Safe access to campaign sites, data centers, and events.
  • Protection from threats, harassment, or interference during fieldwork (e.g., surveys, rallies).
  • Immediate notification of risks (e.g., legal challenges).

Failure to provide such assistance constitutes a material Breach, entitling ICPR to suspend Services and claim damages under Section 73 of the Indian Contract Act, 1872.

4.3 Confidentiality and Data Protection

  • Sign and adhere to the NDA (Annexure A), binding Parties/Leaders, their affiliates, and representatives.
  • Comply with DPDP Act as Data Principals (§2(g)), including verifiable consent for Personal Data sharing (§6).
  • Facilitate smooth data transfer (e.g., secure APIs) for analytics, with ICPR acting as Data Processor where applicable.
  • Adhere to ISO 27001-equivalent security (e.g., encryption for shared files).
  • For GDPR-applicable data (e.g., international voters), execute Data Processing Agreements (DPAs) per GDPR Art. 28.

Breach of data obligations triggers immediate termination (Section 8) and liability for losses, including fines up to INR 250 crore under DPDP §32.

4.4 Payment Obligations

  • Pay fees as per SA milestones (e.g., 30% advance, 40% mid-campaign, 30% post-delivery), via bank transfer within 7 days of invoice.
  • Payments are unconditional and due regardless of election outcomes, as Services are rendered for strategic support, not result guarantees (consideration under Contract Act §2(d)). Voter choice is sovereign; non-payment due to “poor results” is invalid.
  • Late payments incur 1.5% monthly interest (Contract Act §73). Persistent delays (>15 days) allow ICPR to suspend Services and claim full outstanding plus costs.
  • All taxes (GST) borne by Client. No refunds post-milestone delivery.

Disputes resolved via arbitration (Section 9).

5. Third-Party Vendors and Subcontractors

ICPR may outsource non-core tasks (e.g., printing, logistics) to Vendors to optimize costs and efficiency. All Vendors are bound by:

  • Standards Clause: Vendors must use resources meeting SA specifications (e.g., qualified personnel, secure tech compliant with ISO 27001). Sub-standard performance (e.g., data breaches, delays) is assessed via KPIs (e.g., 95% uptime).
  • Liability Flow-Down: Vendors indemnify ICPR against claims arising from their acts (Contract Act §124). They must sign sub-NDAs and DPAs aligned with DPDP/GDPR.
  • Penalties and Termination:
    • Breach triggers notice (3 days to cure).
    • Failure allows ICPR to impose liquidated damages (e.g., 10% of subcontract value per incident, capped at 20%) or terminate without notice/liability (Contract Act §39).
    • ICPR bears no financial responsibility for Vendor defaults; Client cannot withhold payments to ICPR.

Vendors selected via due diligence; ICPR remains liable for overall Service quality.

6. Obligations of Employees and Contractors

  • NDA: Perpetual confidentiality on Confidential Information (Annexure A).
  • Data Protection: Training on DPDP/GDPR/ISO 27001; Personal Data handled with minimization, accuracy, and security (§§4-8 DPDP).
  • Operation Management: Adhere to ethical guidelines; no unauthorized data use. Breaches lead to disciplinary action, termination, and legal recourse (IT Act §43A for negligence).
  • Non-Compete: Post-termination, no work with Clients for 12 months (enforceable under Contract Act if reasonable).

7. Intellectual Property

  • ICPR retains ownership of tools, analytics models, and reports (Copyright Act, 1957).
  • Clients granted limited, non-transferable license for Service use.
  • No reverse-engineering of ICPR IP.

8. Term and Termination

  • Term: As per SA (typically election cycle + 3 months). Auto-renews unless 30 days’ notice.
  • Termination Grounds:
    • Mutual consent.
    • Material Breach (e.g., non-payment, data misuse) – 7 days’ cure notice; uncured leads to immediate termination.
    • Insolvency, illegality, or Force Majeure (>30 days).
  • Effects:
    • Accrued payments due immediately.
    • Return/destroy Confidential Information.
    • Surviving Clauses: NDA, payments, IP, dispute resolution (indefinite).

No liability for consequential damages (e.g., lost votes).

9. Dispute Resolution

  • Negotiation: 30 days’ good-faith talks.
  • Arbitration: Under Arbitration and Conciliation Act, 1996; single arbitrator (Delhi International Arbitration Centre); binding, enforceable under New York Convention.
  • Costs: Prevailing party recovers fees.
  • Injunctions: Courts of New Delhi for urgent relief (e.g., data breaches).

10. Limitation of Liability

  • ICPR’s total liability capped at fees paid (Contract Act §73).
  • No liability for indirect losses (e.g., election defeats).
  • Force Majeure excuses performance (except payments).

11. Miscellaneous

  • Entire Agreement: Supersedes prior understandings. Amendments in writing.
  • Severability: Invalid clauses do not affect others.
  • Assignment: ICPR may assign; Clients may not without consent.
  • Waiver: No waiver unless written.
  • Notices: Email/post to addresses in SA.

Annexure A: Non-Disclosure Agreement (NDA)

[Standard NDA clauses: Definition of Confidential Information; Obligations (non-use, non-disclosure); Term (perpetual for trade secrets); Remedies (injunctions, damages); Compliance with DPDP/GDPR/ISO 27001 for data handling.]

This Agreement ensures ethical, compliant, and efficient election services, protecting all stakeholders while enabling ICPR’s mission to strengthen democracy through data-driven insights. For queries, contact contact@icprindia.com.