Terms & Conditions

These Terms & Conditions (the "Terms") constitute a legally binding agreement between you and Compreo Business Systems India Private Limited. Please read them carefully before accessing or using the Compreo platform. If you do not agree to these Terms, you must not access or use the Service.

1. Acceptance

By accessing, signing in to, or using the Compreo platform, its web portals, or its mobile applications, you confirm that you have read, understood, and 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 that entity, in which case "you" and "your" refer to that entity. Where a separate signed order form, master subscription agreement, or statement of work exists between the parties, these Terms supplement that agreement, and in the event of conflict the signed agreement prevails. Your continued use of the Service following any update to these Terms constitutes acceptance of the revised Terms.

2. Definitions

In these Terms, the following capitalised words have the meanings set out below. "Company", "we", "us" and "our" mean Compreo Business Systems India Private Limited. "Service" means the Compreo ERP and low-code platform, including the Customer Portal, Vendor Portal, and Field-Sales Portal, the associated mobile applications, APIs, and any related documentation. "Customer" means the organisation that subscribes to the Service under an Order Form, and "Authorised User" means an individual the Customer permits to access the Service. "Customer Data" means all data, records, and content submitted to or processed by the Service by or on behalf of the Customer, and "Order Form" means the ordering document specifying the subscription, fees, and term agreed between the parties.

3. The Service & Licence to Use

The Service is provided as a cloud-hosted, software-as-a-service offering, hosted on Microsoft Azure infrastructure. Subject to your compliance with these Terms and payment of all applicable fees, the Company grants you a non-exclusive, non-transferable, non-sublicensable, revocable licence to access and use the Service during the subscription term solely for your internal business purposes. This licence extends to the Customer Portal, Vendor Portal, Field-Sales Portal, and the mobile applications, in each case only to the extent specified in the applicable Order Form. The Company reserves all rights not expressly granted, and you may not resell, lease, or make the Service available to any third party except as expressly permitted under these Terms.

4. Accounts & Responsibilities

To use the Service, Authorised Users must register for an account using accurate, current, and complete information, and must keep that information up to date. You are responsible for safeguarding account credentials, for all activity that occurs under your account, and for ensuring that each Authorised User keeps their credentials confidential. You must notify us promptly at legal@compreo.ai if you become aware of any unauthorised access to or use of an account. The Customer is responsible for the acts and omissions of its Authorised Users and for ensuring that their use of the Service complies with these Terms.

5. Acceptable Use

You agree to use the Service only for lawful purposes and in accordance with these Terms. You must not:

• attempt to gain unauthorised access to the Service, its systems, or other customers' data;
• reverse engineer, decompile, or disassemble any part of the Service except to the extent permitted by applicable law;
• upload or transmit any malicious code, or any content that is unlawful, infringing, or harmful; or
• use the Service in a manner that disrupts, degrades, or imposes an unreasonable load on the infrastructure.

We may suspend access where we reasonably believe these obligations have been breached, in accordance with Clause 13.

6. Customer Data & Ownership

As between the parties, the Customer retains all right, title, and interest in and to Customer Data, and the Company claims no ownership over it. The Customer grants the Company a limited licence to host, process, transmit, and display Customer Data solely as necessary to provide, maintain, secure, and support the Service. The Company processes personal data contained in Customer Data in accordance with applicable data-protection laws, including India's Digital Personal Data Protection Act, 2023 (DPDP Act) and, where applicable, the EU General Data Protection Regulation (GDPR), and in line with the parties' data processing agreement. The Customer is responsible for the accuracy, quality, and legality of Customer Data and for obtaining all consents and authorisations required for the Company to process it on the Customer's behalf. For more on how we protect data, see our Privacy Policy and Security overview.

7. Intellectual Property

The Service, including all software, source code, low-code framework components, designs, user interfaces, documentation, and the Compreo name and logos, is and remains the exclusive property of the Company and its licensors, and is protected by intellectual property and other applicable laws. Except for the limited licence granted in Clause 3, nothing in these Terms transfers to you any right, title, or interest in the Service or any related intellectual property. If you provide feedback, suggestions, or ideas relating to the Service, you grant the Company a perpetual, irrevocable, royalty-free licence to use and incorporate that feedback without restriction or obligation to you. Configurations, customisations, and reports that you build using the platform's low-code tooling remain governed by the ownership terms set out in your Order Form.

8. Fees & Subscription

The Service is provided on a subscription basis, and all fees, billing frequency, subscription term, and user or usage limits are set out in the applicable Order Form. Unless otherwise stated in the Order Form, fees are payable in advance, are non-cancellable and non-refundable, and are exclusive of applicable taxes, including Goods and Services Tax (GST), which you are responsible for paying. Subscriptions renew in accordance with the renewal terms specified in the Order Form, and the Company may revise fees upon renewal with prior written notice. The Company may suspend the Service for undisputed fees that remain unpaid beyond the period stated in the Order Form, following reasonable written notice.

9. Confidentiality

Each party (the "Receiving Party") may have access to confidential information of the other party (the "Disclosing Party"), including non-public business, technical, and financial information, and the terms of any Order Form. The Receiving Party shall use the Disclosing Party's confidential information solely to perform its obligations under these Terms, shall protect it using at least the same degree of care it uses for its own confidential information (and no less than a reasonable standard of care), and shall not disclose it to third parties except to personnel and contractors who need to know it and are bound by comparable obligations. These obligations do not apply to information that is or becomes publicly available through no fault of the Receiving Party, was lawfully known prior to disclosure, or is independently developed. The Receiving Party may disclose confidential information where required by law or court order, provided it gives reasonable prior notice where legally permitted.

10. Warranties & Disclaimers

The Company warrants that it will provide the Service with reasonable skill and care and in material conformity with its published documentation. Except for that express warranty, and to the maximum extent permitted by applicable law, the Service is provided "as is" and "as available", and the Company disclaims all other warranties, whether express, implied, or statutory, including any implied warranties of merchantability, fitness for a particular purpose, and non-infringement. The Company does not warrant that the Service will be uninterrupted, error-free, or completely secure, or that all defects will be corrected. No advice or information obtained from the Company creates any warranty not expressly stated in these Terms.

11. Limitation of Liability

To the maximum extent permitted by applicable law, neither party shall be liable for any indirect, incidental, special, consequential, or punitive damages, or for any loss of profits, revenue, goodwill, or anticipated savings, arising out of or relating to these Terms or the Service, even if advised of the possibility of such damages. Except for liability that cannot be excluded or limited by law, the Company's total aggregate liability arising out of or relating to these Terms shall not exceed the total fees paid by the Customer for the Service in the twelve (12) months immediately preceding the event giving rise to the claim. Nothing in these Terms excludes or limits either party's liability for fraud, gross negligence, wilful misconduct, or any other liability that cannot lawfully be excluded. These limitations apply regardless of the form of action, whether in contract, tort, or otherwise.

12. Indemnity

The Customer shall defend, indemnify, and hold harmless the Company and its officers, directors, employees, and agents from and against any third-party claims, damages, liabilities, and reasonable costs (including legal fees) arising out of the Customer's breach of these Terms, its misuse of the Service, or its violation of applicable law or third-party rights, including in relation to Customer Data. The Company shall defend the Customer against any third-party claim alleging that the Service, as provided by the Company and used in accordance with these Terms, infringes that third party's intellectual property rights, and shall indemnify the Customer for amounts finally awarded against it on such a claim. The indemnified party shall promptly notify the indemnifying party of the claim, provide reasonable cooperation, and allow the indemnifying party to control the defence and settlement, provided that no settlement imposing a non-financial obligation on the indemnified party is made without its consent. These indemnity obligations are each party's sole liability and exclusive remedy in respect of the matters they cover.

13. Term, Suspension & Termination

These Terms commence on the date you first accept them or first access the Service and continue for the subscription term set out in the applicable Order Form, including any renewals. Either party may terminate these Terms for cause if the other party materially breaches them and fails to cure the breach within thirty (30) days of written notice. The Company may suspend access to the Service, in whole or in part, where required by law, where there is a security or integrity risk, or where the Customer is in breach of Clause 5 or has fees overdue, in each case with notice that is reasonable in the circumstances. Upon termination, your right to access the Service ceases, and the Company will, on request made within the period stated in the Order Form, make Customer Data available for export, after which it may delete Customer Data in accordance with its retention and data-protection obligations. You may also request erasure of personal data through our Data Deletion process. Clauses that by their nature should survive termination, including Clauses 6, 7, 9, 10, 11, 12, and 14, survive.

14. Governing Law & Jurisdiction

These Terms and any dispute or claim arising out of or in connection with them, their subject matter, or formation are governed by and construed in accordance with the laws of India, without regard to conflict-of-laws principles. The parties agree that the courts at [city], India shall have exclusive jurisdiction to settle any such dispute or claim, subject to any binding arbitration provisions agreed in the applicable Order Form. Each party irrevocably submits to the jurisdiction of those courts and waives any objection to proceedings on the grounds of venue or inconvenient forum. Nothing in this clause prevents either party from seeking urgent injunctive or equitable relief in any court of competent jurisdiction.

15. Changes to Terms

The Company may update these Terms from time to time to reflect changes in the Service, legal or regulatory requirements, or its business practices. Where changes are material, the Company will provide reasonable prior notice, for example by email to the Customer's account contact or by posting a notice within the Service, and will update the "Last updated" date at the top of this page. Your continued use of the Service after the changes take effect constitutes your acceptance of the revised Terms. If you do not agree to the revised Terms, you must stop using the Service and may exercise any termination rights available under your Order Form. Related policies are set out in our Privacy Policy and Cookie Policy.

16. Contact

If you have any questions about these Terms, or wish to send a legal notice, please contact us:

Compreo Business Systems India Private Limited
Registered office: [registered office address]
Attention: [legal contact / officer name]
Email: legal@compreo.ai

We aim to respond to legitimate enquiries promptly and within any timeframes required by applicable law, including the DPDP Act 2023 and the GDPR where relevant.