Definitions

1. Acceptance of Terms

By accessing, registering for, or using the iLogitix - Built for Modern Logistics (the "Service"), operated by iFleetify Technologies LLP ("Company", "we", "us", or "our"), a Limited Liability Partnership registered in Ahmedabad, Gujarat, India (CIN: ACD-6633), you ("User", "Tenant", "you", or "your") acknowledge that you have read, understood, and agree to be legally bound by:

• These Terms of Service
• Our Privacy Policy
• All applicable Annexures referenced herein

If you do not agree, you must not access or use the Service.

These Terms constitute a legally binding agreement under the Indian Contract Act, 1872, governed by the laws of India.

By creating an account or using the Service, you represent and warrant that:

• You are at least 18 years of age and legally competent
• You are authorized to bind your organization
• All information provided is accurate and complete
• Your use complies with all applicable Indian laws

2. Service Description (Technology-Only Platform)

The Service is a cloud-based logistics management software platform designed for transport and logistics businesses.

Features include (non-exhaustive):

• Booking & LR (Lorry Receipt) management
• Customer, billing & invoicing management
• Branch & multi-location operations
• Delivery status & tracking
• Role-based user access
• Reports & analytics
• Secure data storage & backups
• GST-compliant invoicing & e-invoice integration
• SMS/WhatsApp notifications
• OTP-based delivery verification

3. Registration & Account Security

You are solely responsible for:

• Maintaining confidentiality of credentials (username, password, subdomain, API keys)
• All activity under your account (including employees, agents, vendors)
• Immediately reporting unauthorized access
• Ensuring internal users comply with these Terms
• Regular credential rotation and security best practices

We may suspend or terminate accounts for:

• Terms violations
• Fraud or illegal activity
• Non-payment
• Security breaches
• Misrepresentation
• Extended period of inactivity

WE ARE NOT LIABLE FOR ANY LOSS ARISING FROM UNAUTHORIZED ACCESS CAUSED BY YOUR NEGLIGENCE.

4. Subscription, Billing & Payments

(See Annexure A – Subscription & Commercial Terms)

Key terms:

• Subscriptions are prepaid
• Fees are non-refundable except where required by law
• Automatic renewals apply unless cancelled
• GST and applicable taxes are your responsibility
• Non-payment may result in immediate suspension
• No liability for data loss due to suspension
• Price changes will be communicated with 30 days notice
• Overdue payments may incur interest charges

5. Acceptable Use Policy

You agree NOT to:

• Violate Indian laws or regulations
• Upload illegal, defamatory, or infringing content
• Reverse-engineer or scrape the platform
• Abuse APIs or bypass rate limits
• Use bots or automation without permission
• Resell or white-label without authorization
• Build competing products using the Service
• Interfere with other tenants' use of the Service
• Use the Service to transmit malware or malicious code

Violation may result in immediate termination and legal action.

6. API Usage

(Governed by Annexure C – API Usage Terms)

Rate Limits

• Rate limits vary by subscription plan
• Rate limit headers included in API responses
• Excessive usage may result in throttling or suspension
• Contact support for higher rate limits

Idempotency & Sequential Processing

• APIs are provided "AS IS"
• Sequential processing may be required for critical operations (bookings, transactions)
• Parallel calls may cause duplicate or inconsistent data
• You are responsible for implementing idempotency keys
• Retry logic must handle rate limits and transient errors

API Authentication

• API keys are credentials - treat as passwords
• Rotate keys regularly and keep them secure
• No liability for unauthorized API access due to key compromise
• Revocation may take up to 24 hours to propagate

API Deprecation

• APIs deprecated with 90 days notice
• Legacy versions supported for 12 months post-deprecation
• Breaking changes follow versioning strategy (v1, v2, etc.)

WE ARE NOT LIABLE FOR DATA ERRORS CAUSED BY IMPROPER API USAGE, RACE CONDITIONS, OR LACK OF IDEMPOTENCY.

7. Multi-Tenancy & Data Isolation

The Service uses a multi-tenant architecture with schema-based data isolation:

• Each tenant operates in an isolated database schema
• Subdomain-based access (yourcompany.ilogitix.com)
• We implement technical measures to prevent cross-tenant data access
• Tenants cannot access other tenants' data

No liability for data breaches caused by:

• Tenant credential compromise
• Subdomain hijacking due to tenant negligence
• API misuse allowing unauthorized access
• Social engineering attacks on tenant employees

Tenants are responsible for maintaining subdomain security and access controls.

8. Data Portability & Export

You may export your data at any time via:

• API endpoints (JSON format)
• UI export features (CSV, Excel formats)
• Bulk export tools for large datasets

Terms:

• Export formats: CSV, Excel (XLSX), JSON (where available)
• Pre-termination export is your responsibility
• No obligation to provide data in proprietary formats
• Export may be subject to reasonable rate limits
• Large exports (>10,000 records) may require advance notice or incur fees
• Export functionality provided "AS IS" without warranty

You are responsible for backing up critical data regularly. We are not obligated to retain data beyond retention periods.

9. Service Modifications & Feature Deprecations

We reserve the right to:

• Modify, deprecate, or discontinue features with 30-90 days notice
• Introduce new features or change existing functionality
• Update UI/UX and platform design
• Change underlying technology or infrastructure

Important:

• No liability for business impact due to feature changes
• Migrations to new versions are your responsibility
• Beta/preview features provided "AS IS" without SLA
• Breaking API changes will follow versioning strategy (v1, v2, etc.)
• Deprecated features will be supported for reasonable transition period

10. Third-Party Integrations & Services

The Service integrates with third-party services:

Communication Services

• SMS Providers: Twilio, MSG91, TextLocal, AWS SNS
• WhatsApp Services: Twilio WhatsApp, WhatsApp Business API, Gupshup

Financial & Compliance Services

• Payment Gateways: For subscription and transaction processing
• E-Invoice Services: For GST-compliant invoice generation

Other Services

• Mapping/Navigation Services
• Cloud Infrastructure Providers

You acknowledge:

• Third-party services are subject to their own terms and privacy policies
• We are not liable for third-party service failures, outages, or breaches
• API costs from third parties (SMS/WhatsApp) may be passed through or included in subscription
• Third-party credential management is your responsibility where applicable
• We may change providers with reasonable notice
• Service availability depends on third-party service availability

11. Intellectual Property Rights

All rights in the Service, including software, architecture, UI/UX, documentation, trademarks, and proprietary algorithms, belong to iFleetify Technologies LLP.

You receive a limited, non-exclusive, non-transferable, revocable license for internal business use only.

You may NOT:

• Copy, modify, or create derivative works
• Reverse-engineer or decompile the Service
• Remove or alter copyright notices
• Use trademarks without permission

Your data remains yours; however, you grant us rights to process it solely to provide and improve the Service.

12. Data & Privacy

(Governed by Privacy Policy & Annexure D – Data Protection Addendum)

• You are the Data Fiduciary for your customers' data
• We act as Data Processor
• You confirm lawful consent from your customers
• We follow reasonable security practices (see Privacy Policy)
• You are responsible for your own backups
• Data retention policies apply (see Privacy Policy)

13. Service Availability & SLA

(See Annexure B – Service Level Agreement)

• Service is provided AS IS / AS AVAILABLE
• No guarantee of uninterrupted uptime
• Downtime may occur due to maintenance, force majeure, third-party failures
• Scheduled maintenance will be announced when possible
• Emergency maintenance may occur without notice

14. Support & Service Levels

Included Support

• Email support during business hours (Mon-Fri, 9 AM - 6 PM IST)
• Documentation and help resources
• Bug fixes and security patches
• System updates and improvements

Not Included

• Custom development or feature requests
• Integration assistance beyond documentation
• Training sessions or personalized onboarding
• 24/7 support (unless specified in enterprise plan)
• Support for deprecated features or versions

Response Times (Best Effort)

• Critical bugs: 24-48 hours
• General inquiries: 3-5 business days
• Feature requests: Evaluated on case-by-case basis

15. Limitation of Liability

To the maximum extent permitted by Indian law:

• We are not liable for indirect, incidental, special, or consequential damages
• No liability for business loss, data loss, revenue loss, or downtime
• No liability for loss of profits, goodwill, or reputation
• Total liability shall not exceed fees paid in the previous 12 months or ₹10,000, whichever is higher
• Some jurisdictions may not allow exclusion of implied warranties - our liability is limited to maximum extent permitted by law

16. Indemnification

You agree to indemnify and hold harmless iFleetify Technologies LLP, its partners, directors, officers, employees, and agents from claims, damages, losses, costs, and expenses (including legal fees) arising from:

• Your use of the Service
• Your data or customer disputes
• Legal or regulatory violations
• API misuse or improper integration
• Breach of these Terms
• Infringement of third-party rights

This indemnification obligation survives termination of these Terms.

17. Termination

Either party may terminate:

• By You: Cancel subscription or request account deletion
• By Us: For Terms violations, non-payment, or as otherwise permitted

Upon termination:

• Access ceases immediately
• Data may be deleted after 30–90 days (see Privacy Policy)
• No obligation to retain data beyond retention periods
• Outstanding dues remain payable
• Export data before termination (your responsibility)

WE ARE NOT OBLIGATED TO MAINTAIN OR PROVIDE YOUR DATA AFTER TERMINATION.

18. Force Majeure

No liability for delays or failure caused by events beyond reasonable control, including:

• Cyberattacks, hacking, or security breaches
• Natural disasters (earthquakes, floods, pandemics)
• Government actions, regulations, or orders
• Network failures or internet connectivity issues
• Third-party service failures
• War, terrorism, or civil unrest

In case of force majeure, we will use reasonable efforts to resume service as soon as practicable.

19. Governing Law & Dispute Resolution

Governing Law

These Terms are governed by the laws of India, without regard to conflict of law principles. Jurisdiction: Courts of Ahmedabad, Gujarat.

Informal Resolution (30 days)

Parties agree to attempt good faith negotiation before formal dispute resolution.

Mediation (45 days)

If negotiation fails, mediation per Arbitration & Conciliation Act, 2015. Mediator mutually agreed or appointed by designated institution. Costs shared equally.

Arbitration

• Binding arbitration if mediation fails
• Single arbitrator in Ahmedabad, Gujarat
• Language: English
• Award final and binding

Exceptions to Arbitration

• IP infringement claims (direct to courts)
• Injunctive relief (courts)
• Small claims (<₹50,000) - summary procedure

Class action waiver applies - disputes resolved individually.

20. Audit Rights & Compliance

We maintain:

• Security and audit logs (90-365 days retention)
• System activity logs for troubleshooting and compliance
• Access logs for security monitoring

Enterprise customers may:

• Request audit reports (upon request, subject to fees)
• Request compliance certifications (if available)

You are responsible for:

• Compliance with industry-specific regulations (GST, transport licenses, etc.)
• Maintaining your own audit trails where required
• Meeting regulatory requirements for your business

21. Change of Control & Business Transfers

If iFleetify Technologies LLP is acquired, merged, or undergoes a change of control:

• Service continuity will be maintained or data migrated with 90 days notice
• You may terminate within 30 days of change notification without penalty
• Data transfer subject to successor entity's privacy policy (with opt-out rights where applicable)
• Outstanding obligations transfer to successor entity

22. Export Control & International Use

The Service is subject to Indian export control laws. You must:

• Comply with all applicable international trade laws
• Not use the Service if you are on any sanctions list
• Not export or re-export the Service in violation of export control laws
• Restrictions may apply based on geographic location of data storage

23. Professional Services (If Applicable)

Implementation, training, or customization services (if offered) are governed by separate Statement of Work (SOW):

• Professional services fees separate from subscription
• No IP rights in customizations developed under SOW unless specified
• Support for customizations limited to warranty period
• SOW terms supersede these Terms only for professional services scope

24. Modifications to Terms

We may update these Terms at any time. Material changes will be notified via:

• Email to registered email address
• In-service notifications
• Updated Terms posted on website

Continued use after changes constitutes acceptance. If you disagree with changes, you must terminate your account.

25. Entire Agreement & Severability

These Terms, Privacy Policy, and Annexures constitute the entire agreement between you and iFleetify Technologies LLP regarding the Service.

• Supersede all prior agreements, discussions, proposals, and representations
• Modifications must be in writing and signed (for material changes)
• If any provision is invalid or unenforceable, remainder remains in effect
• Invalid provision will be modified to minimum extent necessary to be enforceable

26. Assignment & Transfer

By You: You may not assign or transfer these Terms or your account without our written consent.

By Us: We may assign to affiliate or successor with notice. Change of control triggers termination rights (as per Section 21).

27. Survival of Terms

The following sections survive termination of these Terms:

• Intellectual Property Rights (Section 11)
• Limitation of Liability (Section 15)
• Indemnification (Section 16)
• Data Retention/Deletion rights (Section 12, Privacy Policy)
• Dispute Resolution (Section 19)
• Governing Law (Section 19)

28. Contact Information

For questions, concerns, or legal notices, contact: