Terms of Service

These Terms of Service (“Terms”) govern your access to and use of the Stockrect platform and services (“Services”) provided by ElasticServe (“we,” “our,” or “us”). By accessing or using the Services, you (“you,” “your,” or “Customer”) agree to be bound by these Terms.

If you are entering into these Terms on behalf of a company or other legal entity, you represent that you have the authority to bind such entity to these Terms.

For the purposes of these Terms:

• “Account” means the account you create to access and use the Services.
• “Content” means all data, information, text, files, and materials you upload to or process through the Services.
• “Services” means the Stockrect platform, mobile applications, APIs, and related services provided by ElasticServe.
• “Subscription” means the paid access plan you have purchased for the Services.
• “User” means any individual authorized to access the Services under your Account.

1. You must be at least 18 years of age and legally capable of entering into contracts under Indian law to use the Services.
2. To use the Services, you must register for an Account and provide accurate, complete, and current information.
3. You are responsible for maintaining the confidentiality of your Account credentials and for all activities under your Account.
4. You must notify us immediately of any unauthorized use of your Account.

4.1 Subscription Plans

The Services are offered under various subscription tiers. Details of your specific subscription plan, including capacity limits, features, and pricing, are set forth in your proposal, order form, or as agreed in writing between the parties.

4.2 Fees and Billing

You agree to pay the applicable subscription fees, setup fees, and any additional charges specified in your order. All fees are exclusive of applicable taxes (including GST), which will be charged additionally as per applicable law.

4.3 Payment Terms

• Invoices are issued electronically by email or through our designated billing system for each subscription period (monthly or annual, as set out in your Order).
• All invoices are payable within thirty (30) days from the invoice date unless otherwise agreed in writing.
• Payments are accepted by NEFT, RTGS, bank transfer or any other mutually accepted payment mode.
• If payment is not received by the due date, we may suspend access to the Services, suspend support services, delay service delivery or restrict user access until payment is cleared. If payment remains overdue for more than fifteen (15) days after the due date, we may terminate the subscription by written notice. Reactivation follows settlement of all outstanding dues and payment of any applicable reactivation charges.
• Usage in excess of the licensed limits (users, devices, warehouses, transactions or API calls) identified through audit or monitoring is billed at prevailing commercial rates together with statutory interest. On written notice we may audit your usage, remotely through logs and license data or on-site during business hours; if unauthorized use exceeds five percent (5%) of the licensed scope you also reimburse the audit costs.
• For on-premise and customer-hosted deployments, all infrastructure and third-party costs — cloud hosting, virtual machines, operating system and database licences, SMS and WhatsApp APIs, hardware and scanners, SSL certificates and backup storage — are borne by you.

4.4 Renewal

Subscriptions automatically renew for successive terms unless either party provides written notice of non-renewal at least thirty (30) days before the end of the current subscription term.

4.5 Price Changes

We reserve the right to change subscription fees. Any fee changes will apply from the next subscription renewal after providing at least thirty (30) days’ notice.

1. Subject to your compliance with these Terms and payment of applicable fees, we grant you a non-exclusive, non-transferable, revocable license to access and use the Services during your subscription term for your internal business operations.
2. The license is limited to the modules, users, devices, warehouses, transactions and locations stated in your Order. Use at additional sites or beyond those limits requires our prior written approval and may incur additional fees.
3. You may not sublicense, resell, or provide the Services to third parties without our prior written consent.

You agree to:

• Use the Services in compliance with all applicable laws and regulations
• Maintain the accuracy of your Account information
• Secure your Account credentials
• Ensure that your Users comply with these Terms
• Obtain necessary consents from data subjects whose personal data you upload to the Services
• Not use the Services for any unlawful, harmful, or unauthorized purpose

You may NOT:

• Reverse engineer, decompile, or attempt to derive the source code of the Services
• Interfere with or disrupt the integrity or performance of the Services
• Attempt to gain unauthorized access to the Services or related systems
• Use the Services to transmit malware, viruses, or other malicious code
• Copy, modify, or create derivative works of the Services
• Use the Services to compete with ElasticServe or develop a similar product
• Circumvent any access controls or usage limits

1. You retain all rights, title, and interest in and to your Content. You are solely responsible for the accuracy, legality, and appropriateness of your Content.
2. You grant us a limited license to host, process, and transmit your Content solely to provide the Services.
3. We claim no ownership over your Content and do not use it for any purpose other than providing the Services and as described in our Privacy Policy.

The Services, including all software, text, images, logos, and other materials, are owned by ElasticServe and protected by intellectual property laws. Except for the limited license granted to you, no other rights are transferred to you. Any custom modules, reports, dashboards or integrations we develop for you, and all updates and enhancements, remain our property unless expressly transferred in writing.

Any suggestions, ideas, feedback or improvements you provide become our property, and we may incorporate, reuse and commercialize them without obligation to you.

Each party may have access to information that is confidential to the other party (“Confidential Information”). Each party agrees to:

• Maintain the confidentiality of the other party’s Confidential Information
• Use Confidential Information only for the purposes of these Terms
• Protect Confidential Information with the same care used to protect its own confidential information
• Not disclose Confidential Information to third parties except as necessary to perform obligations under these Terms

1. We warrant that the Services will substantially conform to the documentation provided and be free from material defects during the subscription term.

11.2   EXCEPT AS EXPRESSLY PROVIDED, THE SERVICES ARE PROVIDED “AS IS” WITHOUT WARRANTIES OF ANY KIND. WE DISCLAIM ALL IMPLIED WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

12.1   TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATED TO THESE TERMS, INCLUDING LOST PROFITS, LOST DATA, OR BUSINESS INTERRUPTION.

12.2   TO THE MAXIMUM EXTENT PERMITTED BY LAW, ELASTICSERVE’S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS, WHETHER IN CONTRACT, TORT, STRICT LIABILITY, WARRANTY, NEGLIGENCE OR OTHERWISE, SHALL NOT EXCEED THE TOTAL FEES ACTUALLY PAID BY YOU TO ELASTICSERVE DURING THE SIX (6) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. IF NO FEES WERE PAID DURING THAT PERIOD, LIABILITY IS LIMITED TO THE EQUIVALENT OF THE ANNUAL SUBSCRIPTION FEE FOR THE MODULE FROM WHICH THE CLAIM ARISES.

12.3   Without limiting clause 12.1, ElasticServe is not liable for loss arising from inventory errors or operational delays; penalties or damages claimed by third parties; loss caused by third-party API outages, SMS or WhatsApp gateways, hosting providers, ERP integrations or external applications; trial versions, beta features, experimental functionality or custom developments delivered “as-is”; or business losses such as delayed dispatches, incorrect shipments, stock mismatches, picking errors, audit discrepancies or decisions taken on the basis of system data. You remain responsible for implementing independent internal controls.

12.4   Nothing in these Terms excludes or limits liability for death or personal injury caused by negligence, for proven fraud, or for any liability that cannot be excluded under applicable law.

1. You agree to indemnify and hold harmless ElasticServe from any claims arising from your use of the Services, your Content, or your violation of these Terms.
2. We agree to indemnify and defend you against direct third-party claims that the Services, as delivered by us without modification, infringe a copyright, trademark or patent existing in India, subject to the limitations set forth in these Terms. This does not apply to claims arising from modifications made by you or an unauthorized party, combination of the Services with third-party tools or systems not provided by us, use of an outdated version after we provided an update resolving the infringement, or use outside the permitted scope.
3. If an infringement claim is made, we may at our discretion modify the Services to resolve the claim, replace the affected component with a non-infringing equivalent, obtain the necessary rights, or terminate the affected license and refund the license fees for the remaining term.
4. The indemnified party must promptly notify the other party of the claim, must not admit liability, must give the indemnifying party control of the defense and settlement, and must provide all reasonable cooperation. Indemnities apply only to damages finally awarded by a competent authority or agreed in a written settlement approved by both parties.

14.1 Termination for Convenience

Either party may terminate this agreement, or any license granted under it, for convenience by giving thirty (30) days’ written notice to the other party. Fees already paid are non-refundable, and any pending invoices become immediately due.

14.2 Termination for Cause

We may terminate this agreement or suspend access to the Services immediately, without prior notice, if an invoice remains unpaid for more than fifteen (15) days after its due date; if you engage in unauthorized use, sublicensing, reverse engineering, tampering with license controls or breach of usage limits; if your use creates a security threat, legal risk or violates applicable law; if a material breach is not cured within fifteen (15) days of written notice; or if you become insolvent or enter liquidation.

You may terminate this agreement if we materially breach our obligations and fail to remedy the breach within thirty (30) days of written notice, if we permanently discontinue the Services without providing an alternative, or if we enter insolvency or winding-up proceedings.

We may also temporarily suspend access where required by law or regulatory order, to prevent a security incident or data breach, if you fail to maintain the required IT infrastructure, if you delay access needed for support or updates, or if you misuse the Services. Suspension does not waive your obligation to pay fees due.

14.3 Effect of Termination

Upon termination:

• All rights and licenses granted to you cease immediately and your access to the Services will end
• You must stop using the Services and documentation, uninstall and delete all copies (including backups), remove integrations and connectors, and certify deletion in writing on request
• All outstanding fees, invoices and charges become immediately due and payable
• No part of the fees paid, including license, subscription, hosting, support and customization fees, is refunded
• Integrations built during the agreement are disabled on expiry; we are not obliged to maintain external connectivity after termination
• On Cloud SaaS you may request an export of your data within fifteen (15) days of termination, as described in Section 15
• Provisions that by their nature should survive termination, including intellectual property, confidentiality, restrictions, limitation of liability, indemnification, payment of outstanding dues, audit rights and dispute resolution, will do so

Where the Services are cloud-hosted by us, you may request an export of your data in a standard readable format (CSV, Excel or SQL dump) within fifteen (15) days of termination, subject to payment of applicable charges. After this period we may permanently delete your data, except where retention is required by applicable law. For on-premise and customer-hosted deployments your data remains on infrastructure you control. Paid transition assistance to migrate to another system is available on request and is outside the scope of support.

Neither party shall be liable for any failure or delay in performance due to events beyond its reasonable control, including natural disasters, acts of war, terrorism, government actions, pandemics, or infrastructure failures.

These Terms shall be governed by and construed in accordance with the laws of India, without regard to conflict of laws principles.

Subject to the arbitration provisions in Section 18, the courts at Ahmedabad, Gujarat shall have exclusive jurisdiction over all matters arising out of or relating to these Terms. Any question relating to the interpretation, validity or performance of these Terms shall be determined exclusively under Indian law.

1. The parties shall first attempt to resolve any disputes through good-faith negotiations.
2. Before initiating arbitration, the parties shall attempt good-faith negotiation for a minimum of fifteen (15) days. This requirement shall not delay interim relief, emergency injunctions or the protection of intellectual property rights.
3. Any dispute, controversy or claim arising out of or relating to these Terms, including their interpretation, breach, termination or validity, shall be finally resolved by binding arbitration in accordance with the Arbitration and Conciliation Act, 1996 (as amended), by a sole arbitrator mutually appointed by the parties. If the parties cannot agree, the arbitrator shall be appointed by the appropriate court under the Act.
4. The seat and venue of arbitration shall be Ahmedabad, Gujarat, India, and the proceedings shall be conducted in English. The arbitral award shall be final and binding on both parties and enforceable in any court of competent jurisdiction.
5. Nothing in these Terms prevents either party from approaching a court of competent jurisdiction for interim injunctions, emergency relief, orders to prevent unauthorized disclosure of confidential information, or protection of intellectual property.
6. Disputes shall be resolved on an individual basis. Each party waives the right to participate in any class action, representative proceeding or consolidated arbitration.

We may modify these Terms from time to time by posting the updated Terms on our website. Material changes will be communicated with at least thirty (30) days’ notice. Your continued use of the Services after the effective date constitutes acceptance of the modified Terms.

1. “Entire Agreement” — These Terms, along with the Privacy Policy and any subscription order, constitute the entire agreement between the parties.
2. “Severability” — If any provision is held invalid, the remaining provisions will continue in full force.
3. “Waiver” — No failure to enforce any provision constitutes a waiver of that provision.
4. “Assignment” — You may not assign these Terms without our prior written consent. We may assign these Terms in connection with a merger, acquisition, or sale of assets.
5. “Notices” — All notices under these Terms shall be in writing and delivered to the addresses on file.