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India - Jurisdiction Specific Terms
Last Modified: July 14, 2025
If your Customer Location is in India and your contract begins on or after July 14, 2025, then the following provisions (the “India- Jurisdiction Specific Terms”) apply to you, unless otherwise agreed upon in your Order Form. In the event of a conflict between the ‘India - Jurisdiction Specific Terms’ and the terms otherwise set forth in this Agreement, the ‘India - Jurisdiction Specific Terms’ will control.
For the avoidance of doubt, if you were a customer with HubSpot located in India with an existing agreement prior to July 14, 2025, your contracting entity will not automatically change.
1. COMPLIANCE WITH LAWS
1.1 The first sentence in the 'Compliance with Laws' section of the General Terms is replaced with the following:
“We will comply with all India regulations (where applicable) in our provision of the Subscription Service, the Consulting Services, and our processing of Customer Data.”
1.2 The paragraph on ‘Customer Data Transfers’ in the ‘Customer Data’ section of the General Terms is modified to include the following at the end of the provision:
“India Customer Data Transfers. We and our Affiliates may transfer Customer Data (including Personal Data) to the United States in connection with the Subscription Service. To the extent we process Personal Data that is subject to the protection of Indian data protection laws, we will process such Personal Data in accordance with the Information Technology Act 2000, Information Technology (Reasonable Security Practices and Procedures and Sensitive Personal Data or Information) Rules, 2011, and other applicable data directives issued by the Indian authorities from time to time as set out in our DPA. For more information, please see our DPA, Privacy Policy, and Acceptable Use Policy.”
2. SALES TAX
The following is added to the end of the 'Sales Tax' section:
"If you are located in India, the fees are exclusive of any Goods and Services Tax which shall be charged extra. We will bear no liability of any refunds of credits for any such Goods and Services Tax if your registration number is not provided to us at the time of the transaction being processed."
3. WITHHOLDING TAX
The 'Withholding Tax section is replaced with the following provision:
“Your invoice includes the Subtotal for your Subscription Fees and the Adjustments for the tax deducted at the source at the rate of 10 percent, as per applicable provisions of section 194J of the Income-tax Act,1961 (“Act”). Therefore, the Total Due amount reflects the balance you must pay to HubSpot India, as the 10% tax amount has already been deducted from the Subtotal. When paying the 10% tax, you must issue a TDS certificate in Form 16A in favor of HubSpot India Private Limited having PAN AAHCH3278H. The certificate is due no later than 45 days following the end of each quarter for the period April to December of the applicable year and no later than 75 days following the end of the last quarter ending in March. Electronically signed or pdf scan of signed TDS certificate can be emailed directly to billing@hubspot.com.”
4. DISCLAIMERS; LIMITATIONS OF LIABILITY
The following is added to the end of the ‘Disclaimers of Warranties’ section:
"ALL OTHER REPRESENTATIONS AND WARRANTIES OF ANY KIND OR NATURE, EXPRESS OR IMPLIED, WHICH ARE NOT EXPRESSLY SET OUT, ARE HEREBY SPECIFICALLY DISCLAIMED BY US AND OUR AFFILIATES."
5. GOVERNING LAW AND JURISDICTION
The ‘Contracting Entity; Applicable Law; Additional Terms’ section, including any subsections, of the General Terms is removed and replaced with the following:
“Contracting Entity; Applicable Law; Additional Terms. If your Customer Location is in India, then you are contracting with HubSpot India Private Limited, Corporate Identity Number: U62099KA2024FTC187995, and this Agreement is governed by the laws of India, without reference to conflicts of law principles.”
6. ARBITRATION AND DISPUTE RESOLUTION
If any dispute, controversy, or claim (“Dispute”) arises between us and is based upon or in connection with this Agreement, we both agree that the Dispute will be referred to and finally resolved by arbitration administered by the Arbitration Rules of the Mumbai Centre for International Arbitration (MCIA Rules”), which rules are incorporated by reference in this section. The arbitral award will be in writing, final, conclusive and binding on all parties, and both parties waive irrevocably any rights to any form of appeal, review or recourse to any state or other judicial authority, insofar as such waiver may validly be made.
The seat and venue of arbitration will be Bangalore, India, and the courts of Bangalore, India will have exclusive jurisdiction in relation to all matters and Disputes related to this Agreement. The language of arbitration will be English.
The parties will be responsible for their own legal and other costs and expenses related to the dispute, without prejudice to the arbitrator’s right to award costs or require payment by one party to the other.
Both parties agree that the arbitration, it's the existence and elements (including but not limited to any pleadings, briefs, documents, testimony, and any awards) of the Dispute will be considered Confidential Information under this Agreement, and should not be disclosed beyond the tribunal, the parties, their counsel, and any person necessary to the conduct of the arbitration proceeding.