Terms of Service

Effective Date: April 1st, 2025
Company Name: SP Digicloud Private Limited
Website: https://spdigicloud.in
Legal Entity: SP Digicloud Private Limited

1. Acceptance of Terms

These Terms of Service form a legally binding agreement between SP Digicloud ("Service Provider", "we" or "us") and the user ("Customer" or "you"). The Service Provider owns or holds rights to the software and will license it as a service to the Customer.

By accessing, downloading, installing, or using any part of our services, you:

• Warrant that you have reviewed this Agreement with your parent or legal guardian (if under 18) and understand it
• Warrant that you have legal capacity to enter into a binding agreement or (if under 18) have parental permission to access and use the Site
• Agree to use the Services in accordance with this Agreement

By using our services, you acknowledge that you have read, understood, and accepted this Agreement and the terms and conditions of any third-party platforms we integrate with, including but not limited to WhatsApp, Meta Platforms Inc., and their applicable Policies.

These Terms govern your access to and use of:

• WhatsApp Business Messaging Tech Platform
• Invoice & Inventory Management System
• Restaurant POS System
• Mobile App Services (B2C)
• Any associated software, APIs, or integrations
• Third-party services connected through us (e.g., Razorpay)

2. Services

The Service Provider agrees to provide the Services during the Term in accordance with this Agreement. The Customer agrees the Service Provider owns or holds applicable licenses to all Intellectual Property Rights in the Software and SaaS Services.

We provide both free and paid services. Some features are accessible only under a valid subscription or license agreement.

The Service Provider reserves the right to change or remove features of the SaaS Services and may refuse any request it deems inappropriate, unreasonable or illegal.

We reserve the right to:

• Modify or discontinue any part of the service at any time.
• Restrict access to users in breach of these Terms.
• Suspend or terminate access for abusive, fraudulent, or illegal activity.

3. License and Restrictions

In consideration for payment of Fees (where applicable), the Service Provider grants the Customer a non-exclusive, non-transferable, personal, revocable licence to access and use the SaaS Services. The licence:

• Commences from the Effective Date or when Customer is granted access
• Permits use in accordance with normal operating procedures
• Permits providing access to Authorised Users

You may not:

• Resell, assign, transfer, or provide others access to the SaaS Services
• "Frame", "mirror" or serve the Services on any server
• Copy, alter, modify, create derivative works, reproduce, resell, reverse engineer, or enhance the Services
• Alter, remove or tamper with trademarks, copyright notices, or identification numbers
• Use the Services in breach of any law or regulation
• Reverse engineer, decompile, or disassemble our software.
• Use the platform for spam, phishing, or sending unauthorized bulk messages.
• Resell, rent, or lease our services without express written permission.
• Interfere with service performance, security, or infrastructure.
• Use scraping, bots, or automation to extract data.

4. User Obligations and Responsibilities

You agree to:

• Provide accurate and complete registration and business information.
• Use the service only for lawful purposes.
• Comply with all applicable laws and platform rules (e.g., WhatsApp Business Policy, tax regulations).
• Secure your login credentials and notify us immediately in case of unauthorized access.
• Obtain consent from end users before sending messages or collecting personal data via our platform.
• Provide required materials to the Service Provider
• Provide assistance and cooperation for efficient Service delivery
• Ensure Data integrity
• Ensure only Authorised Users access the Services
• Make changes to Customer Environment as required

You are responsible for:

• All Service use (including Personnel and Authorised Users)
• Maintaining account and password security
• All content posted and activity under their account
• Compliance with security obligations

5. Prohibited Use

You must not:

• Violate legal rights of any person
• Use Services in relation to crimes
• Breach intellectual property or spam laws
• Make unauthorized copies of copyrighted material
• Introduce malicious programs
• Share account passwords
• Make fraudulent offers
• Carry out security breaches
• Interfere with others' use of Services
• Harass others
• Breach privacy
• Circumvent authentication

6. Data & Privacy

The Customer grants the Service Provider a limited licence to use Data to:

• Supply the Services
• Perform analysis for business analytics
• Diagnostic purposes
• Test, enhance and modify the Services
• Develop other Services
• Perform Service Provider obligations

By using our services, you consent to the collection, processing, and storage of data as outlined in our Privacy Policy. Key points include:

• We collect business data, contact details, usage metrics, and billing data.
• For the B2C app, user details such as phone number and verification data are collected.
• We do not sell user or customer data.
• We use third-party processors (e.g., Razorpay, hosting providers, analytics tools) under strict confidentiality agreements.

The Customer represents and warrants that:

• Data is their property or they have necessary authorizations
• Data doesn't breach laws or regulations
• Data doesn't infringe third-party Intellectual Property Rights
• They comply with applicable laws
• They have necessary consents for personal data transfer

You agree to:

• Obtain necessary consent from end users for communication.
• Not send offensive, illegal, defamatory, or misleading content.
• Comply with WhatsApp Business Policy and local data protection laws (e.g., GDPR, DPDP, etc.).

We may monitor activity to ensure compliance with these terms but are not obligated to do so.

7. Third-Party Services

Our services may integrate with third-party platforms, including but not limited to:

• WhatsApp (Meta)
• Razorpay
• Google/Firebase
• Hosting & analytics tools

We are not responsible for the terms, security, or availability of these services. Use them at your own risk and according to their policies.

8. Payments and Billing

The Customer must pay:

• The Fee
• Other amounts payable under this Agreement

All payments are processed via third-party providers such as Razorpay.

• You agree to their respective terms and conditions in addition to ours.
• Subscription fees are billed in advance and are non-refundable unless stated otherwise.
• Late or failed payments may result in suspension of services.

All Fees are payable in advance without set off or delay. If payment is not made:

• The Service Provider may cease Services
• Interest at 8% per annum may be charged
• Debt collection services may be engaged
• Legal proceedings may commence
• The Customer may be reported to credit agencies

9. Confidentiality

Each Party must keep confidential and not use unauthorizedly all Confidential Information. Exceptions include:

• Information in public domain
• Written consent
• Legal requirement
• Agreement compliance
• Professional advice purposes

Monetary damages may not be adequate for breach - injunctions may be sought. This clause survives Agreement termination.

10. Intellectual Property

All content, logos, trademarks, software, designs, and documentation remain the exclusive property of SP Digicloud or its licensors.

Party ownership of pre-existing Intellectual Property Rights is unchanged. The Customer grants the Service Provider a non-exclusive, royalty-free licence to use Customer Intellectual Property as needed to provide Services.

You may not use our branding or platform interfaces without express written consent.

The Service Provider may refuse or remove inappropriate content and may terminate repeat infringers' access. This clause survives Agreement termination.

11. Representations and Warranties

Each Party represents it has legal capacity and this Agreement constitutes binding obligations. The Service Provider warrants the Services don't infringe third-party Intellectual Property Rights.

12. Limitation of Liability

To the maximum extent permitted by law:

• We are not liable for indirect, incidental, special, or consequential damages, including lost profits or data.
• Our total liability under any claim shall not exceed the amount paid by you in the last 6 months preceding the event.

The Service Provider's liability is limited to Fees paid in the prior Contract Year. The Service Provider isn't liable for:

• Loss of profit, revenue, business, goodwill, opportunity, savings, reputation, use, data
• Lack of access to Services
• Third-party conduct or content
• Unauthorized access or alteration

13. Indemnification

You agree to indemnify, defend, and hold harmless SP Digicloud, its officers, directors, employees, and partners from any claims, liabilities, damages, and expenses arising out of:

• Your use or misuse of the services
• Violation of these Terms
• Violation of any third-party rights, including data protection or intellectual property

The Customer indemnifies the Service Provider against unauthorized use, Authorised User access, injury/death, and property damage. This clause survives Agreement termination.

14. Term

The Agreement takes effect from the Effective Date and continues for the Initial Term and any Renewal Term unless terminated. Either Party may notify non-renewal at least 30 Business Days before expiry.

15. Termination

We may suspend or terminate your access:

• For violation of these Terms or applicable laws.
• If required by legal or regulatory authorities.
• Upon your request, with 7 days' notice.
• Customer may terminate with 30 days notice (or for Service Provider breach). The Service Provider may terminate for Customer breach or immediately for Change of Control to competitor or Insolvency Event.

Upon termination:

• Access to services and data may be revoked.
• Business data may be retained per legal obligations.
• Refunds will not be issued unless explicitly agreed.
• Service Provider stops Services and orders
• Customer ceases use, returns property, and pays for completed Services

Rights and liabilities accrued before termination remain unaffected. This clause survives Agreement termination.

16. Dispute Resolution

Parties must attempt resolution through good faith negotiation before court proceedings. This clause survives Agreement termination.

Any disputes shall be resolved exclusively in the courts located in Tiruchirappalli, Tamil Nadu.

17. Non-Solicitation

The Customer will not solicit Service Provider clients, employees, contractors, or representatives. This clause survives Agreement termination.

18. General

Notices

Must be in writing, in English, signed, and delivered by hand, post, or email.

Force Majeure

Obligations suspended during Force Majeure events with prompt written notice.

Waiver

Failure to exercise rights doesn't constitute waiver - must be in writing.

Marketing

Customer consents to Service Provider using Logo/content for Marketing Purposes.

Assignment

No assignment without prior written consent.

Costs

Each Party pays its own costs.

Relationship

No partnership, joint venture, or agency relationship created.

Third Party Links

No responsibility for third-party websites or services.

Severance

Invalid provisions read down or severed without affecting remainder.

Entire Agreement

Supersedes all previous discussions and agreements.

Amendment

Only by written document executed by all Parties.

Governing Law

These Terms are governed by and construed under the laws of India.
Governing law and jurisdiction in Tiruchirappalli, Tamil Nadu courts.

19. Contact Information

If you have any questions about these Terms, contact us at:

SP Digicloud Private Limited
Tiruchirappalli, Tamil Nadu, Pin : 620102
Email: [email protected]
Phone: +91 9363 789 103