Terms and Conditions

These Terms and Conditions ("Terms") govern your access to and use of the websites, software products, APIs, and services (collectively, the "Services") provided by Innosate Software Pvt Ltd ("Innosate", "we", "our", or "us"). By accessing or using the Services, you agree to be bound by these Terms. If you do not agree, do not use the Services.

1. Eligibility

You must be at least 18 years old and legally capable of entering into a binding contract to use the Services. By using the Services on behalf of a business, you represent that you are authorised to bind that business.

2. Services Provided

Innosate provides AI-powered software products, custom software development, ERP and Tally customisation, WhatsApp API and messaging services, ecommerce implementation, mobile and web application development, and automation solutions. Scope, deliverables, timelines, and pricing for engagement-based services are captured in a separate proposal, statement of work, or subscription plan.

3. Accounts and Access

• You are responsible for maintaining the confidentiality of your login credentials.
• You are responsible for all activity that occurs under your account.
• Notify us immediately of any unauthorised use or security breach.
• We may suspend or terminate accounts that violate these Terms or applicable law.

4. Fees, Payment, and Taxes

• Fees for products, subscriptions, and services are as agreed in the applicable proposal, invoice, or product page.
• All fees are exclusive of applicable taxes (including GST), which will be charged additionally.
• Invoices are payable within the timelines mentioned on the invoice; overdue amounts may attract interest and suspension of services.
• Setup fees, custom development fees, and one-time charges are non-refundable once work has commenced.

5. Refunds and Cancellations

Subscription cancellations take effect at the end of the current billing cycle. Refunds for unused portions of subscriptions are not provided unless required by law. Refunds for custom development are governed by the applicable statement of work and are subject to deductions for work already performed.

6. Acceptable Use

You agree not to:

• Use the Services to send spam, phishing, or unsolicited communications.
• Upload, store, or transmit unlawful, infringing, defamatory, or harmful content.
• Reverse engineer, decompile, or attempt to extract source code, except as permitted by law.
• Interfere with, disrupt, or attempt to gain unauthorised access to the Services or related systems.
• Violate any applicable law, regulation, third-party rights, or platform policies (including WhatsApp Business Policy, Google policies, and payment gateway terms).

7. Customer Content and Data

You retain all rights to the data and content you upload to the Services ("Customer Content"). You grant Innosate a limited licence to host, process, and use the Customer Content solely to provide, secure, and improve the Services. You are responsible for the accuracy, legality, and compliance of the Customer Content, including obtaining any consents required from end users.

8. Intellectual Property

• All rights, title, and interest in the Services, our software products, source code, designs, documentation, trademarks, and know-how remain with Innosate and its licensors.
• For custom development, ownership of deliverables transfers only upon full payment, subject to Innosate's pre-existing tools, libraries, and generic components.
• You may not use the Innosate name, logo, or brand assets without prior written consent.

9. Third-Party Services

The Services may integrate with third-party platforms (hosting, WhatsApp, Google, payment gateways, email providers, AI providers, etc.). Your use of those platforms is governed by their own terms and policies. We are not responsible for third-party services and do not guarantee their availability.

10. Service Availability and Support

We aim for high availability but do not guarantee that the Services will be uninterrupted, error-free, or free of security vulnerabilities. Scheduled maintenance and emergency downtime may occur. Support levels, response times, and SLAs (if any) are specified in the applicable subscription plan or contract.

11. Confidentiality

Each party agrees to protect the other's confidential information with the same degree of care it uses to protect its own, and not to disclose it except as required to perform under these Terms or by law.

12. Warranty Disclaimer

The Services are provided "as is" and "as available" without warranties of any kind, whether express, implied, or statutory, including implied warranties of merchantability, fitness for a particular purpose, and non-infringement, to the maximum extent permitted by law.

13. Limitation of Liability

To the maximum extent permitted by law, Innosate's aggregate liability under these Terms shall not exceed the fees paid by you to Innosate for the specific Service giving rise to the claim in the twelve (12) months preceding the event. Innosate shall not be liable for any indirect, incidental, special, consequential, punitive, or exemplary damages, or loss of profits, revenue, data, or business opportunities.

14. Indemnity

You agree to indemnify and hold Innosate, its officers, employees, and affiliates harmless from any claims, damages, liabilities, and expenses (including reasonable legal fees) arising out of your Customer Content, your use of the Services, or your breach of these Terms or applicable law.

15. Termination

Either party may terminate a subscription or engagement in accordance with the applicable plan or contract. We may suspend or terminate access immediately for material breach, non-payment, or illegal use. Upon termination, your right to use the Services ceases; provisions that by their nature survive termination will continue in effect.

16. Force Majeure

Neither party will be liable for delays or failures caused by events beyond reasonable control, including natural disasters, war, terrorism, riots, epidemics, government action, internet or utility outages, or third-party platform failures.

17. Governing Law and Jurisdiction

These Terms are governed by the laws of India. Subject to arbitration (if agreed in the applicable contract), the courts of Bengaluru, Karnataka shall have exclusive jurisdiction over any disputes arising out of or in connection with these Terms.

18. Changes to Terms

We may update these Terms from time to time. Material changes will be notified via our website or email. Continued use of the Services after changes take effect constitutes acceptance.

19. Contact