TERMS OF SERVICE

TEZ ERP TERMS AND CONDITIONS

Consolidated Terms for Standard License, Subscription, AMC, Implementation, Support and Related Services

Innovative ERP Solutions Limited (IESL)

Important Commercial Position

Tez ERP is a standard ERP software product sold and licensed on an as-is and as-available basis. Customization, implementation, data migration, report changes, workflow changes, statutory interpretation, third-party integration, customer-specific process mapping, and advisory assistance are separate services and are not included unless expressly agreed by IESL in writing.

1. License Agreement and Acceptance

This is an agreement between you or the entity that you represent, hereinafter referred to as the Customer, and Innovative ERP Solutions Limited, hereinafter referred to as IESL, governing the Customer’s access to and use of Tez ERP software, related portals, applications, modules, services, support, implementation, customization, AMC, hosting, integrations, and related offerings.

IESL is engaged in the business of providing software solutions, including online portals and ERP solutions designed for traders, manufacturers, service providers, professionals, educational institutes, societies, and other business entities.

Tez ERP, hereinafter referred to as the Product or Software, is a software solution created, owned, licensed, and marketed by IESL.

The person accepting these Terms on behalf of the Customer confirms that he or she has the authority to represent and bind the Customer to these Terms. Unless and until the Customer agrees to be bound by all the terms and conditions contained herein, the Customer shall not become a licensee of the Product and shall not be authorized to use the Product.

By signing an order confirmation, making payment, accessing the Product, activating the license, using the Software, participating in training, using any module, or continuing to use any service of IESL, the Customer agrees to be bound by these Terms.

2. Definitions

3. Subscription, License and Deployment Model

3.1 Deployment Models

IESL offers flexible deployment models, allowing the Customer to choose between online, on-premise, or any other deployment model that may be commercially offered by IESL from time to time.

Online Model: IESL shall make the Product available to the Customer through an online web-based platform or application hosted by IESL on IESL servers or on a third-party hosting facility. Online access shall be provided for the subscribed period and thereafter only during the valid AMC, hosting, subscription, or renewal period, as applicable. Hosting and usage shall be subject to the Fair Use Policy, and additional charges may apply if usage exceeds permitted limits.

On-Premise Model: IESL may install the Product on a compatible server owned or arranged by the Customer, subject to payment of license fees, installation charges, setup charges, and compliance with all applicable terms. The license shall be valid only for the server or environment where the Software is first installed. Additional charges may apply for server shifting, reinstallation, restoration, database repair, environment troubleshooting, or transfer to another server.

3.2 Perpetual License, AMC and Services

Where the Software is provided under a perpetual license model, the Customer may be entitled to use the licensed version of the Software for an indefinite period, subject to these Terms, payment of applicable fees, and compliance with license conditions. Free support, bug fixes, upgrades, hosting, statutory updates, API services, messaging services, third-party services, and related services shall not be perpetual and shall be available only for the period expressly specified in the order confirmation, invoice, subscription, AMC, or applicable service plan.

For online deployment, server access, hosting, backup, upgrades, support, and associated services shall be available only during the valid subscription, hosting, or AMC period, subject to the Fair Use Policy and payment of applicable charges.

3.3 Users and Package Entitlement

The Product is licensed for a limited number of users and modules based on the package subscribed by the Customer. Additional users, companies, branches, modules, portals, reports, dashboards, AI features, integrations, mobile applications, statutory services, and storage may be added only on payment of applicable charges and subject to availability.

The Customer shall be entitled only to the modules, features, reports, portals, integrations, dashboards, users, services, and support specifically included in the purchased package, commercial order, invoice, or written confirmation issued by IESL. Visibility of any feature during demonstration, marketing, presentation, roadmap discussion, or another package shall not mean that such feature is included in the Customer’s purchased package.

4. Sale and Use on As-Is Basis

The Software is provided and licensed on an as-is and as-available basis, based on the standard features, modules, screens, reports, workflows, validations, formats, and functionalities available in the Software at the time of demonstration, quotation, purchase, subscription, activation, or delivery.

The Customer acknowledges that it has been given adequate opportunity to evaluate the Software through demonstration, discussion, trial, presentation, walkthrough, or other pre-purchase evaluation, as applicable, before making the purchase decision.

Once the purchase, subscription, order confirmation, payment, license activation, or access activation is completed, the Customer shall not be entitled to claim that any feature, report, workflow, format, approval process, automation, integration, statutory logic, calculation method, or functionality was assumed, expected, implied, basic, standard, or naturally expected unless such item is expressly available in the standard Software or expressly committed by IESL in writing.

The Customer is solely responsible for verifying whether the Software meets its business, operational, accounting, statutory, reporting, manufacturing, trading, CRM, payroll, inventory, approval, or management requirements before purchase. After purchase, the Customer shall not be entitled to demand any addition, modification, enhancement, replacement, refund, cancellation, withholding of payment, or free customization on the ground that the Customer assumed or expected a particular feature to be part of the Software.

5. Scope, SRS and Written Commitments

Unless a separate Software Requirement Specification, Statement of Work, implementation scope document, customization document, or mutually approved written scope is expressly signed or approved by IESL and the Customer, the Software shall be treated as sold strictly on an as-is standard product basis.

Where no SRS or written customization scope exists, the scope of supply shall be limited to the standard Software package, modules, users, and services specifically purchased by the Customer.

No oral discussion, sales representation, demo discussion, product demonstration, proposal note, marketing material, presentation, WhatsApp message, email exchange, training discussion, support call, informal communication, or user expectation shall expand the scope of the Software unless expressly incorporated into a written and approved commercial scope by IESL.

Where an SRS or approved scope document exists, such document shall apply only to the specific customizations or deliverables expressly recorded therein. All other Software usage shall continue to remain governed by the standard as-is product terms.

Any feature, functionality, report, print format, workflow, integration, automation, statutory logic, approval process, import/export format, business process, or customer-specific requirement not available in the standard Software shall be treated as a separate customization or change request and shall be subject to technical feasibility, additional charges, timelines, and written approval by IESL.

6. Roles and Responsibilities of the Customer

The Customer shall appoint a single point of contact, hereinafter referred to as the SPOC, who alone shall be authorized to interact with IESL, provide information and instructions, receive information and updates, consolidate feedback, approve scope-related matters, and coordinate with actual users.

The Customer shall be responsible for all users authorized by it to access the Product and shall ensure that all such users comply with these Terms.

The Customer shall be solely responsible for the accuracy, integrity, completeness, consistency, legality, and validation of all data entered, uploaded, imported, processed, or generated through the Product.

The Customer shall arrange compatible systems, servers, computers, peripherals, operating systems, browsers, drivers, cables, domain, web space, antivirus software, connectivity, firewall, backup, database license, IT administrator, and other infrastructure at its own cost, wherever applicable.

The Customer shall use the Product in compliance with all applicable laws, including laws relating to data protection, privacy, intellectual property, taxation, accounting, communication, labour, and statutory compliance.

The Customer shall ensure that all SMS, email, WhatsApp, portal, or other communication sent through the Product is lawful, consent-based, transactionally relevant, and does not violate privacy rights, intellectual property rights, TRAI rules, platform rules, or applicable regulations.

The Customer shall obtain all required prior approvals, consents, and permissions from customers, vendors, agents, employees, students, franchisees, or other third parties before sending communication through the Product or uploading their data into the Product.

The Customer shall be solely responsible and liable for the nature, content, accuracy, consent status, and legality of all messages, documents, records, and data sent or processed using the Product. IESL is merely a software and service provider and does not exercise editorial or legal control over Customer data or communication.

The Customer shall indemnify and keep IESL indemnified against all losses, damages, charges, suits, costs, penalties, claims, notices, and proceedings arising from Customer data, Customer communication, violation of law, privacy breach, intellectual property violation, unlawful content, unauthorized use, or any act or omission of the Customer or its users.

7. Customer Project Governance

For implementation, customization, UAT, support, training, or project execution, the Customer shall appoint an authorised SPOC, decision-maker, module owners, accounts owner, technical owner, and UAT owner wherever required.

IESL shall not be responsible for delays caused by fragmented feedback, contradictory instructions, internal disagreement, unavailability of decision-makers, lack of Customer-side ownership, absence of data, delayed approvals, delayed payment, or incomplete feedback.

IESL may require that all feedback, approvals, scope discussions, and implementation decisions be routed only through the authorised SPOC. Conflicting instructions from different users shall not be acted upon unless confirmed by the SPOC or authorised decision-maker.

8. Roles and Responsibilities of IESL

Subject to the purchased package, valid subscription, active AMC, payment status, deployment model, and these Terms, IESL shall provide access to the Product and related services as commercially agreed.

IESL may provide three training sessions free of cost where applicable. Unless otherwise agreed in writing, one training session shall mean one hour of online training or online connect. Additional training sessions shall be chargeable separately.

IESL shall use reasonable commercial efforts to provide over 99% uptime for online services, including outages due to planned preventive maintenance, subject to exclusions such as force majeure, third-party service failure, hosting provider issues, internet failure, Customer-side network issues, government portal failure, API outage, emergency maintenance, security incident, or circumstances beyond IESL’s reasonable control.

IESL may provide technical support through remote login, email, telephone, and/or ticketing system during the active AMC/support period. Telephonic support shall generally be available from 10:00 AM to 6:00 PM, excluding Sundays and holidays, unless otherwise communicated by IESL.

IESL shall resolve bugs and errors in the Product as per applicable service levels, subject to active AMC/support, Customer cooperation, availability of required information, remote access, and technical feasibility.

IESL shall use reasonable commercial efforts to follow industry standards and best practices in providing services.

IESL may periodically upgrade the Product as per changes in government rules, statutory formats, interface, usability, features, technology, and internal product roadmap. Such upgrades shall be provided on a best-effort basis and may be free or chargeable at the sole discretion of IESL.

9. Standard Service Levels

IESL has classified support issues into priority categories. The response times below indicate response targets and not guaranteed resolution timelines.

Service levels shall not apply to delays or issues caused by Customer data, Customer infrastructure, non-availability of users, pending payment, third-party services, unsupported devices, government portals, network failures, API changes, incorrect credentials, unauthorized direct database changes, or force majeure.

10. Preventive Maintenance

IESL may, at its discretion, conduct preventive maintenance, including server health checks, application checks, database maintenance, security updates, and infrastructure maintenance.

IESL shall endeavor to ensure that preventive maintenance causes minimum disruption. Where planned downtime is required, IESL shall use reasonable efforts to provide prior notice, where commercially and technically practicable.

IESL shall not be liable for any outage, delay, loss, or inconvenience caused by preventive maintenance, emergency maintenance, security maintenance, hosting provider maintenance, or system restoration activity. Once services are restored, IESL may inform the Customer through suitable communication channels.

11. Customization and Change Requests

The Customer is provided an opportunity to evaluate the Product before purchase. Any future change required in the Software, including creation of new logic, workflows, features, forms, interface, reports, print formats, approvals, automation, dashboards, integrations, import/export formats, validations, or changes in existing logic, workflow, feature, form, interface, report, or process shall be treated as customization or change request.

Tez ERP is a generic ERP product designed to work for multiple industries. It is not possible or commercially feasible to customize the Product for every Customer-specific expectation unless such customization is separately evaluated, approved, and charged by IESL.

All software customizations requested by the Customer may be provided by IESL on a chargeable basis. Such customizations shall attract additional charges as per the agreed AMC percentage and are subject to technical feasibility, resource availability, commercial approval, timeline availability, and mutually agreed charges.

Customization may include, without limitation, new screens, new reports, new print formats, workflow changes, approval changes, accounting logic changes, statutory logic changes, Excel import/export changes, validations, automation, dashboards, API integrations, portal flows, user role logic, notification logic, mobile/app features, or changes in standard behaviour.

IESL shall not be obligated to undertake any customization unless the same is commercially and technically accepted by IESL in writing. IESL may reject any customization request if it is not feasible, conflicts with product architecture, affects security, affects statutory compliance, affects multi-customer product stability, or is commercially impractical.

Users may provide suggestions, enhancements, or feature requests. IESL may consider such requests without any obligation and may incorporate them in future upgrades at its sole discretion. IESL gives no commitment as to whether or when such suggestions shall be incorporated.

12. Bug Definition and Exclusions

A bug means a demonstrable software error where an existing standard feature of the Software does not behave in accordance with its intended standard behaviour.

A requirement not available in the standard Software shall not be treated as a bug.

A change in format, workflow, logic, approval process, report, print format, import/export, tax treatment, integration, automation, calculation method, user journey, or business process shall not be treated as a bug and shall be treated as customization or change request.

Customer-specific expectations, industry-specific practices, internal company policies, accounting preferences, management reporting formats, statutory interpretation, assumed workflows, or comparison with another software shall not be treated as bugs unless expressly available as part of the standard Software.

13. Data Migration, Data Upload and Customer Data Responsibility

Data migration, data preparation, data cleansing, data correction, data reconciliation, master creation, opening balance preparation, transaction upload, item mapping, ledger mapping, GSTIN/PAN validation, HSN/SAC validation, unit conversion, duplicate removal, extraction from old software, and legacy data verification shall be the sole responsibility of the Customer.

IESL shall not be liable for data migration unless the Customer has separately purchased a paid implementation or data migration service from IESL. Purchase of Software or training alone shall not create any obligation on IESL to migrate, clean, correct, reconcile, validate, or upload Customer data.

Training services shall not be treated as implementation services or data migration services.

Where IESL agrees to provide paid data migration or implementation support, such support shall be limited strictly to migration from data provided by the Customer in IESL’s prescribed, available, and technically acceptable formats.

IESL shall not be responsible for errors, omissions, duplications, mismatches, incorrect balances, wrong mappings, wrong tax details, wrong item masters, wrong ledgers, incomplete records, corrupted files, unsupported formats, inconsistent units, or inaccurate data provided by the Customer.

After migrated data is reviewed, approved, used, accepted, or acted upon by the Customer, any further correction, remigration, reconciliation, restructuring, reformatting, or re-upload shall be chargeable separately.

14. Implementation and Timeline Dependency

Any implementation, customization, configuration, training, support, report preparation, integration, data migration, go-live, or project timeline communicated by IESL shall be subject to timely fulfilment of Customer dependencies.

Customer dependencies include, but are not limited to, data submission, availability of SPOC and decision-makers, timely approvals, timely payments, user attendance, UAT completion, feedback consolidation, server/hardware readiness, third-party API readiness, statutory credentials, GST/e-invoice/e-way bill/GSP credentials, WhatsApp/SMS/email gateway credentials, accountant/consultant/CA availability, and resolution of Customer-side process ambiguity.

Any delay in such dependencies shall automatically extend IESL’s timelines without any liability, penalty, refund obligation, compensation obligation, or service-level breach on the part of IESL.

Delay in payment by the Customer shall automatically extend all timelines and shall relieve IESL from any obligation to continue work during the period of default.

15. Training

Unless otherwise agreed in writing, one training session shall mean one hour of online training or online connect.

Training shall be provided only for the standard Software and purchased modules. Training shall not include implementation, data migration, data entry, accounting finalisation, GST filing, statutory consulting, report designing, business process consulting, or operational execution on behalf of the Customer.

Training once scheduled shall be considered consumed if the Customer or nominated users fail to attend, join late, remain unavailable, do not bring required data or queries, or do not keep required process owners available.

Repeat training due to employee turnover, non-attendance, lack of internal coordination, change of user, internal transfer, or Customer-side process change shall be chargeable separately.

16. UAT, Go-Live and Deemed Acceptance

The Software, module, customization, configuration, report, print format, workflow, or deliverable shall be deemed accepted by the Customer if the Customer starts using it for live operations; creates vouchers, masters, invoices, reports, returns, entries, approvals, transactions, or documents through the Software; does not provide written objections within the period specified by IESL; continues to use the Software after training or demonstration; does not complete UAT despite reasonable opportunity; or fails to provide consolidated written feedback within the communicated timeline.

Once deemed accepted, any further change, correction in business logic, change in format, workflow revision, additional report, additional validation, approval logic, enhancement, or change in usage expectation shall be treated as a change request/customization and shall be chargeable separately.

The Customer acknowledges that the Software is sold on an as-is basis and that the Customer is expected to verify features, workflows, reports, and fitment during demo or pre-purchase evaluation. After purchase or activation, the Customer shall not be entitled to claim that a feature should have existed because the Customer considered it basic or assumed it would be available.

17. Support Scope and Exclusions

Support shall be limited to assistance for standard Software usage, technical issues, and issues covered under the active support/AMC arrangement.

Support shall not include data entry, data migration, data correction, data reconciliation, accounting finalisation, GST/TDS/TCS filing, business process redesign, custom report creation, custom print format creation, repeated training, third-party troubleshooting, hardware/network/server maintenance, Customer employee supervision, or operational work on behalf of the Customer.

Remote access support shall depend on the Customer permitting timely and secure access to the relevant system, user, data, or environment. Onsite support, if required, shall be chargeable separately unless expressly included in writing.

18. Payment, Suspension and Withholding of Services

IESL may suspend or restrict access, support, implementation, customization, training, hosting, updates, statutory updates, API services, portal services, backup services, or any other service if any payment, subscription fee, AMC, implementation fee, customization fee, hosting fee, renewal amount, or third-party charge remains overdue.

Any work already completed, services already rendered, licenses already activated, accounts already created, or resources already allocated shall remain payable irrespective of whether the Customer continues, pauses, cancels, delays, or internally changes the project.

Partial payment shall not entitle the Customer to full delivery of Software, customization, implementation, support, hosting, or related services.

Taxes, server charges, hosting charges, payment gateway charges, SMS/WhatsApp charges, GSP charges, third-party charges, travel, onsite costs, implementation fees, customization fees, development fees, and other reimbursable costs shall be payable separately unless expressly included in writing.

19. AMC, Renewal and Post-Expiry Access

Support, updates, statutory updates, hosting, backup, API services, portal services, technical assistance, and issue resolution shall be available only during the active license, subscription, hosting, or AMC period, as applicable.

After expiry, non-renewal, suspension, or termination, IESL may stop or restrict software access, server access, support, updates, statutory updates, GST/e-invoice/e-way bill services, backup services, API services, portal services, training, data export assistance, customization support, bug fixing, report support, and any related services.

Reactivation after expiry may be subject to payment of pending dues, renewal charges, reactivation charges, hosting charges, upgrade charges, data restoration charges, and other applicable fees.

IESL shall not be obligated to maintain inactive, expired, suspended, or terminated accounts indefinitely.

20. Statutory Compliance Disclaimer

The Software may provide tools, reports, utilities, formats, integrations, calculations, or assistance for GST, TDS, TCS, payroll, e-invoice, e-way bill, accounting, taxation, or other statutory purposes.

Such tools are provided as software assistance only. The Customer shall remain solely responsible for verifying all statutory data, tax rates, classifications, returns, filings, reconciliations, invoices, ledgers, accounting entries, and compliance positions through its authorised accountant, CA, tax consultant, legal advisor, or internal compliance team.

IESL shall not be liable for any penalty, interest, notice, demand, disallowance, mismatch, wrong filing, delayed filing, portal rejection, incorrect return, tax loss, or statutory consequence arising from Customer data, Customer usage, Customer interpretation, government portal changes, third-party API failure, or professional compliance decisions.

21. AI, Automation and Analytics Disclaimer

Any AI-based, algorithm-based, rule-based, automated, predictive, analytical, recommendation-based, or system-generated output provided through the Software shall be treated as assistive and advisory in nature.

The Customer shall independently verify such outputs before acting upon them.

IESL shall not be liable for business decisions, accounting decisions, tax decisions, production decisions, purchase decisions, credit decisions, inventory decisions, financial decisions, forecasts, alerts, reminders, reconciliations, auto-suggestions, or automated outputs generated by the Software.

No AI, automation, dashboard, report, or system recommendation shall be treated as legal, financial, tax, audit, investment, accounting, or professional advice.

22. Third-Party Services and Integrations

The Software may depend on or integrate with third-party services, including GST portals, e-invoice portals, e-way bill portals, GSP providers, SMS gateways, WhatsApp Business APIs, email servers, payment gateways, biometric devices, barcode scanners, hosting providers, cloud services, APIs, banks, logistics platforms, government portals, or other external systems.

IESL shall not be responsible for delay, failure, downtime, rejection, suspension, pricing change, policy change, API change, credential failure, rate limit, incorrect response, data mismatch, or service interruption caused by any third-party service.

Integration timelines shall depend on availability of correct credentials, documentation, sandbox access, API support, technical support, approval, and readiness from the relevant third-party provider and the Customer.

Any charges levied by third-party providers shall be payable by the Customer unless expressly agreed otherwise.

23. Communication, Portal Usage and Consent

Where Customer Portal, Vendor Portal, Employee Portal, Agent Portal, CRM Portal, mobile app, or any other external access is provided, the Customer shall be responsible for all users invited, created, authorised, or permitted by the Customer.

Any quotation, order, invoice, document upload, approval, rejection, comment, ticket, communication, or transaction made through such portal shall be treated as valid activity authorised by the Customer or its connected party.

IESL shall not be liable for misuse of credentials, incorrect upload, unauthorised sharing, vendor error, customer error, agent error, employee error, or third-party user activity.

Emails, support tickets, registered WhatsApp communication, system notifications, portal messages, approval logs, SMS records, and communications sent to registered contact details shall be treated as valid communication between the parties. The Customer shall be responsible for keeping its authorised email IDs, phone numbers, SPOC details, billing details, and escalation contacts updated with IESL.

24. User Access and Cybersecurity

The Customer shall be solely responsible for creation, allocation, monitoring, modification, and deactivation of users, roles, passwords, privileges, approvals, access rights, and login credentials.

IESL shall not be liable for any loss, misuse, fraud, unauthorised transaction, data change, deletion, approval, voucher entry, report generation, or business consequence arising from shared passwords, weak passwords, compromised credentials, incorrect role allocation, failure to revoke ex-employee access, Customer-side fraud, device compromise, network breach, email/phone compromise, malware, ransomware, unauthorised internal usage, or negligent user behaviour.

Transactions performed through authorised credentials shall be treated as valid Customer-side activity unless proven otherwise through system audit logs.

25. Data Security, Backup, Retention and Restoration

For online deployment, Customer data may be hosted on cloud servers or third-party hosting facilities. IESL may use commercially reasonable security practices, which may include SSL encryption, firewall protection, database security, n-tier architecture, role-based access, and automated backups, as applicable to the deployment model, hosting arrangement, service plan, and current technical environment. IESL may separately publish or share a security, hosting, or backup policy describing the then-current operational practices; such policy shall be informational and subject to change based on technical, security, statutory, or third-party requirements.

Backup, retention, and restoration services shall be subject to the plan, deployment model, hosting arrangement, AMC status, technical feasibility, and available backup cycle. IESL does not guarantee restoration to any specific point in time unless a separate disaster recovery or backup plan has been purchased and agreed in writing.

The Customer is strongly advised to take regular independent backups, wherever technically available, to avoid data loss in case of system failure, user error, cyber incident, expired account, server issue, data overwrite, or any other event.

Data restoration due to Customer error, deletion, overwrite, expired account, server issue, ransomware, unauthorised access, migration error, old data requirement, or other non-IESL issue may be chargeable separately.

Data beyond the applicable retention period may not be recoverable.

26. Data Ownership, Export and Deletion

The Customer shall own its business data entered into the Software.

IESL shall own all rights in the Software, source code, object code, database design, database schema, structure, logic, workflows, reports, formats, algorithms, UI/UX, documentation, product architecture, and intellectual property.

Upon valid request and subject to payment of all dues, IESL may provide data export in standard available formats. Custom data export, SQL dump, database conversion, formatted reports, old backup extraction, or third-party migration support may be chargeable separately and shall be subject to technical feasibility.

After expiry, suspension, termination, or non-renewal, IESL may restrict, archive, or discontinue access to Customer data. Unless a longer period is expressly agreed in writing or required by applicable law, IESL may retain such data for a reasonable transition period of up to 90 days from the date of expiry, suspension, termination, or non-renewal, after which the data may be deleted, archived, or made unavailable without further liability. IESL shall not be responsible for maintaining expired, suspended, or terminated accounts indefinitely.

27. Privacy and Personal Data

The Customer shall be responsible for ensuring that it has lawful authority, consent, and basis to upload, store, process, or use any personal data of its employees, vendors, customers, agents, students, users, or third parties in the Software.

IESL shall process such data only for providing Software, hosting, support, implementation, backup, security, compliance, communication, and related services, or as required by law.

The Customer shall remain responsible for the accuracy, legality, consent status, and compliance status of all data uploaded or processed through the Software.

IESL shall not sell, exchange, trade, rent, or transfer Customer business data to third parties except to the extent required for service delivery, communication services, hosting, support, legal compliance, statutory obligations, security, backups, or as otherwise permitted under these Terms.

28. Intellectual Property Rights

Tez ERP is a registered trademark and proprietary software product of IESL. The Product and all rights, including title, ownership, intellectual property rights, source code, object code, database structure, UI/UX, reports, formats, algorithms, workflows, architecture, documentation, and trade secrets, are owned by IESL alone.

The Customer shall not claim any ownership or intellectual property right in the Product or any derivative, configuration, customization, report, module, workflow, logic, or enhancement created by IESL.

The Customer shall not copy, modify, translate, reproduce, transfer, resell, sub-license, rent, lease, lend, reverse engineer, reverse compile, disassemble, attempt to discover source code, or create derivative works based on the Software.

The Customer shall not register or claim rights in the Software, its name, logo, design, screens, workflows, modules, database structure, reports, or derivative works.

29. Product Modifications, Upgrades and Version Changes

IESL reserves the right to modify, enhance, upgrade, replace, restructure, or discontinue the Product, any particular feature, component, module, report, workflow, user interface, version, or technical component from time to time at its sole discretion. For active paid Customers, IESL shall use reasonable commercial efforts not to materially reduce the core functionality of the purchased package during the active subscription, hosting, or AMC period, unless such change is required due to technical, security, statutory, third-party, product architecture, performance, or commercial feasibility reasons.

IESL may add new modules or features to existing modules. Such modules or features may be provided to existing customers free of cost or on a chargeable basis at the sole discretion of IESL.

Older versions may be discontinued at IESL’s discretion, with reasonable efforts to provide notice where commercially and technically practicable. IESL shall not be obligated to maintain backward compatibility for all customizations, integrations, reports, or third-party dependencies unless separately agreed in writing.

Any rework required due to version upgrade, technology change, statutory change, third-party change, Customer-specific customization, or changed business requirement may be chargeable separately.

30. On-Premise Deployment Responsibilities

For on-premise deployment, the Customer shall be responsible for server hardware, operating system, database license, antivirus, firewall, network, internet, backup, UPS, physical security, remote access, IT administration, cybersecurity, and compliance with IESL’s technical requirements.

IESL shall not be liable for performance issues, downtime, data loss, virus, ransomware, hardware failure, network issue, unauthorised access, direct database modification, third-party software conflict, operating system issue, database corruption, or security failure in Customer-managed environments.

Any server shifting, reinstallation, restoration, database repair, environment troubleshooting, direct database correction, or infrastructure support may be chargeable separately.

31. Fair Use Policy

Use of online Software, hosting, portal services, API services, automation, communication services, attachments, backup, storage, reporting, and database resources shall be subject to fair usage limits as determined by IESL based on the purchased package.

Fair usage may apply to database size, storage, attachments, number of companies, number of users, number of branches, API calls, SMS/WhatsApp/email volume, report generation load, bulk imports, automation jobs, backup size, server usage, and other resource usage.

Excessive, abusive, automated, abnormal, or unusually high usage may be restricted, throttled, suspended, or made subject to additional charges.

32. Beta, Pilot and Experimental Features

Any beta, pilot, experimental, early-access, AI-based, automation-based, or preview feature may be provided without warranty, SLA, continuity commitment, or production assurance.

IESL may modify, suspend, withdraw, restrict, discontinue, or make such feature chargeable at any time. The Customer uses such features at its own risk.

33. Warranties and Disclaimers

The Product is provided on an as-is basis, without warranty of any kind, express or implied, including but not limited to warranties of merchantability, fitness for a particular purpose, uninterrupted use, error-free operation, or suitability for the Customer’s specific business requirements.

There is no warranty by IESL that the Product will meet all requirements of the Customer or that operation of the Product will be uninterrupted, error-free, or compatible with every business process, device, system, browser, third-party service, or statutory interpretation.

The Customer assumes all responsibility and risk for selection of the Product, use of the Product, results obtained from the Product, and business decisions made using the Product.

All data, information, reports, graphs, communication, messages, dashboards, statutory outputs, analytics, and system-generated outputs are provided on a best-effort basis. IESL makes no representation or warranty regarding completeness, accuracy, reliability, suitability, or availability for any purpose. Any reliance placed on such information shall be strictly at the Customer’s own risk.

34. Limitation of Liability

To the maximum extent permitted by law, IESL shall not be liable for any indirect, incidental, special, consequential, punitive, exemplary, or business losses, including but not limited to loss of profit, loss of revenue, loss of goodwill, business interruption, production loss, inventory mismatch, wrong business decision, wrong tax filing, statutory penalty, interest, notice, claim, data error, third-party failure, cyber incident, Customer-side misuse, employee fraud, or loss caused by incorrect Customer data.

Notwithstanding anything to the contrary in this Agreement, the total aggregate liability of IESL for any reason whatsoever under this Agreement, including breach, negligence, service failure, product issue, support issue, implementation issue, customization issue, data issue, or any obligation to be performed by IESL, shall not exceed the subscription fee actually paid by the Customer to IESL for the corresponding period during which the cause of action arose.

Taxes, third-party charges, implementation charges, customization charges, development charges, travel costs, reimbursable expenses, and pass-through costs shall not be included while calculating the liability cap unless otherwise required by law.

The remedies expressly stated in these Terms shall be the Customer’s sole and exclusive remedies to the extent permitted by law.

35. Indemnity

In addition to indemnity obligations stated elsewhere in these Terms, each Party shall indemnify and keep indemnified the other Party against losses, damages, charges, suits, costs, or claims incurred by the other Party on account of material breach of these Terms, gross negligence, wilful misconduct, or violation of confidentiality obligations.

The Customer shall additionally indemnify and keep IESL indemnified against claims, damages, penalties, notices, proceedings, costs, or losses arising from Customer data, Customer communication, Customer users, unlawful use, statutory non-compliance, privacy breach, third-party claims, intellectual property violation, incorrect data, unauthorized access, or misuse of the Product by the Customer or its users.

All indemnity and compensation obligations of IESL, whether under this clause or elsewhere under these Terms or under law, shall be subject to the Limitation of Liability clause.

36. Refunds and Cancellation

The Customer is given an opportunity to evaluate the Product before purchase. Upon subscription or activation, IESL incurs costs towards account setup, database setup, hosting, training, support, license allocation, and resource allocation.

Where expressly applicable, IESL may provide a free-look period of seven days from the date of purchase. The Customer may cancel the license agreement within such free-look period by sending an official email to the designated support email ID and a written letter on the Customer’s letterhead to the registered office of IESL through registered post or any other process communicated by IESL.

On receipt of a valid cancellation intimation within the applicable free-look period, IESL may cancel the license agreement, uninstall or deactivate the Software, and refund 80% of the license fee paid by the Customer. For this purpose, valid cancellation means cancellation received within the free-look period through the prescribed email and written communication process, subject to verification of payment, license activation, and service consumption status. 20% of the license fee may be deducted towards administrative and setup charges. License fee shall not include service charges paid towards server setup, training, data migration, implementation, customization, development, third-party services, messaging, hosting, or any other service, all of which shall be non-refundable unless expressly agreed in writing.

Refund, if applicable, may be processed within 45 days from receipt of valid cancellation letter and completion of necessary cancellation formalities.

Post the free-look period, amounts paid shall not be refunded or adjusted against any other account, product, module, package, or service.

Once Software access is activated, license issued, subscription started, implementation initiated, customization commenced, training provided, resources allocated, or services consumed, the Customer shall not be entitled to cancellation or refund on the ground of change of mind, internal process change, non-usage, delayed Customer inputs, assumed feature expectations, failure to evaluate the Software before purchase, or Customer-side dissatisfaction with as-is features.

Message packs, if any, may be utilized only through valid Product subscription and renewals and may lapse on expiry of subscription unless renewed.

37. Termination

This Agreement may be terminated by mutual written agreement of the Parties; by either Party if the other Party commits a material breach and fails to rectify such breach within 30 days after written notice; by IESL if the Customer fails to pay monies due to IESL; or by either Party without notice if the other Party enters liquidation, becomes insolvent, files a bankruptcy petition, or has such petition filed against it.

Upon termination, expiry, suspension, or non-renewal, IESL may restrict or stop access to Software, server, hosting, support, updates, backups, APIs, portals, statutory services, communication services, and related services. All unpaid amounts shall become immediately due and payable.

Termination shall not affect rights and liabilities accrued prior to termination, including payment obligations, IP rights, confidentiality, indemnity, limitation of liability, non-solicitation, data retention, and dispute resolution clauses.

38. Non-Solicitation

During the term of engagement and for a period of 24 months thereafter, the Customer shall not directly or indirectly solicit, employ, engage, contract with, hire, or attempt to hire any employee, consultant, developer, support executive, implementation resource, partner, associate, or representative of IESL who was involved in providing Software, support, implementation, customization, training, or related services to the Customer.

In case of breach, the Customer shall be liable to pay liquidated damages equivalent to 12 months’ gross compensation of the concerned person, without prejudice to IESL’s right to claim higher actual damages where legally permissible.

39. Publicity and Customer Reference

IESL may include the Customer’s company name and/or logo, Testimonials, and case studies in customer lists, marketing material, websites, presentations, and reference lists unless the Customer objects in writing. Detailed, commercial disclosures, or usage-specific publicity may require separate approval where commercially appropriate.

40. Audit Logs and Electronic Records

The Customer agrees that system-generated logs, audit trails, login records, voucher histories, approval histories, modification logs, deletion logs, communication logs, email/SMS/WhatsApp logs, IP/device logs, and transaction records maintained by the Software shall be treated as valid electronic records for operational, commercial, support, audit, and dispute-resolution purposes.

The Customer shall not deny responsibility for actions performed through authorised credentials or registered communication channels unless proven otherwise through system logs and applicable evidence.

41. Force Majeure

If performance of any obligation is prevented, restricted, delayed, or interfered with by reason of fire, casualty, accident, strike, labour dispute, war, violence, pandemic, epidemic, government action, law or regulation, network failure, computer resource failure, system failure, server failure, hosting provider failure, cyber incident, internet failure, third-party service failure, government portal failure, API failure, natural disaster, or any act or condition beyond reasonable control, the affected Party shall be excused from such performance to the extent of such prevention, restriction, delay, or interference.

The affected Party shall use reasonable efforts to inform the other Party of such event where practicable. If performance is delayed for a continuous period of 30 days due to force majeure, either Party may terminate the affected service without prejudice to rights accrued before such event.

42. Notices

Any notice, request, demand, or other formal communication under these Terms shall be in writing and may be delivered personally, sent by registered post, courier, email, or any other mode notified by IESL, to the registered or last communicated address/email of the concerned Party.

Operational communication, support communication, billing communication, renewal reminders, system notices, service alerts, training notices, and project communication may be sent through email, ticketing system, registered WhatsApp, SMS, portal notification, or other digital channels.

43. Assignment

The rights and obligations under this Agreement may not be assigned by the Customer to any person or entity without prior written consent of IESL. Any attempted assignment without consent shall be void. IESL may assign or transfer its rights and obligations to its group company, successor, acquirer, or business transferee, subject to continuity of service obligations where applicable.

44. Waiver and Severability

No failure by a Party to take action with respect to a breach or default shall constitute a waiver of its right to enforce any provision of these Terms or take action with respect to such breach, default, or subsequent breach.

If any provision of these Terms is held invalid, illegal, or unenforceable, the remaining provisions shall remain valid and enforceable to the fullest extent permitted by law. Any invalid provision shall be replaced by a valid provision that most nearly reflects the original commercial intent.

45. Entire Agreement and Amendments

No oral agreement exists between the Parties. These Terms, together with applicable invoices, order confirmations, annexures, schedules, commercial documents, and approved written scopes, represent the entire agreement between the Parties and supersede all prior understandings, whether written or oral, relating to the subject matter.

No amendment, addition, waiver, or change shall be effective unless made in writing and approved by authorised representatives of the Parties, except that IESL may update general website terms, product policies, FUP, support policies, security policies, hosting policies, and service policies from time to time for future or continuing usage. Material changes affecting existing commercial rights shall apply prospectively and shall be communicated through reasonable notice, unless such changes are required for security, statutory, technical, third-party compliance, or urgent operational reasons.

46. Dispute Escalation

Before initiating legal proceedings, the Customer shall first raise a written dispute with IESL along with complete details, supporting documents, transaction references, screenshots, and issue description.

The Parties shall first attempt to resolve the dispute through support escalation, management discussion, and commercial resolution. The Customer shall follow the agreed escalation process and allow IESL reasonable opportunity to review, respond, rectify, clarify, or commercially resolve the issue before seeking refund, penalty, withholding, claim, or legal remedy, except where urgent legal relief is required or where such requirement is not enforceable under applicable law.

47. Governing Law and Jurisdiction

This Agreement shall be governed by and construed in accordance with the laws of India.

All disputes arising out of or in connection with this Agreement shall be deemed to have arisen at Mumbai, and the courts of competent jurisdiction at Mumbai shall have exclusive jurisdiction, subject to any arbitration or alternate dispute mechanism separately agreed in writing between the Parties.

Annexure A: Support Policy Summary

Support is available only during the active support, AMC, subscription, hosting, or service period. Support is limited to standard Software usage and technical issues. It does not include implementation, accounting, statutory filing, data correction, data migration, repeated training, report customization, print format customization, business consulting, or operational execution unless separately agreed and charged.

Annexure B: Implementation and Data Migration Policy Summary

Implementation and data migration are not included in standard Software sale unless expressly purchased. Data migration is the Customer’s responsibility unless paid implementation/data migration is purchased. Even where purchased, IESL’s role is limited to migration from Customer-provided data in prescribed and technically acceptable formats. IESL is not responsible for accuracy, completeness, legal validity, reconciliation, or correctness of Customer data.

Annexure C: Fair Use Policy Summary

Online use is subject to fair usage limits on database size, users, companies, branches, API calls, messages, attachments, automation, reporting load, imports, backups, and server resources. Excess or abnormal usage may be restricted, throttled, suspended, or charged separately.

Annexure D: As-Is Product Acknowledgement

The Customer acknowledges that Tez ERP is a standard ERP software product and that the Customer has evaluated or had the opportunity to evaluate the Software before purchase. The Customer agrees that after purchase or activation, no claim shall be raised on the basis that any non-existing feature was assumed, expected, basic, implied, or verbally understood, unless expressly committed by IESL in writing.