N&T Software Service Agreement

This Agreement becomes binding when the Customer performs any of the following:

• Signs this Agreement or an order form;
• Accepts a quotation electronically or in writing;
• Makes full or partial payment;
• Creates or activates a customer account;
• Accesses or uses the Services;
• Authorises N&T Software to begin implementation, configuration or development.

The individual accepting this Agreement confirms that they are legally authorised to bind the Customer.

N&T Software may provide standard, configurable or custom software solutions for food businesses, retailers, franchises, multi-branch organisations and other businesses.

Services may include:

• POS and billing software;
• KOT and kitchen-order workflows;
• Stock, inventory and purchase management;
• Customer, supplier and employee management;
• Shift, attendance and petty-cash management;
• Business reports and analytics;
• Web dashboards and mobile applications;
• Online ordering and delivery workflows;
• Payment, SMS, WhatsApp and API integrations;
• Custom software development;
• Hosting, implementation, training and support;
• Compatible POS hardware where separately ordered.

The Customer will receive only the modules, users, outlets, devices, integrations and services identified in the applicable Order Form or Statement of Work.

Each Order Form should identify, where applicable:

• Selected product or subscription;
• Included modules and features;
• Number of outlets, devices and users;
• Implementation and migration activities;
• Custom-development deliverables;
• Support plan and hosting arrangement;
• Fees, taxes and payment schedule;
• Subscription or project term;
• Customer-specific assumptions and exclusions.

If documents conflict, the following order of precedence applies:

1. Signed amendment or addendum;
2. Signed Agreement;
3. Accepted Order Form or quotation;
4. Statement of Work;
5. Data Processing Agreement;
6. Service Level Agreement;
7. This online Service Agreement;
8. General website and marketing content.

A more specific provision takes priority over a general provision for the subject it addresses.

Implementation may include requirement review, account creation, outlet setup, product or menu configuration, tax setup, bill formatting, user setup, hardware configuration, data import, testing, deployment and training.

Delivery dates are estimates unless expressly identified as guaranteed milestones in the Statement of Work.

Timelines may be extended where delays result from:

• Incomplete or inaccurate Customer information;
• Delayed approvals or feedback;
• Unavailability of Customer personnel;
• Changes in the agreed scope;
• Hardware, network or infrastructure problems;
• Third-party API or service delays;
• Events beyond N&T Software’s reasonable control.

Additional work arising from Customer delays, incorrect data or changed requirements may be separately chargeable.

The Customer must:

• Provide accurate requirements, data and operational information;
• Appoint an authorised project and account representative;
• Provide timely approvals, feedback and testing results;
• Verify product prices, tax rates, opening stock and imported data;
• Maintain compatible devices, internet, power and local networks;
• Secure its administrator accounts, users and passwords;
• Obtain all legally required business and sector licences;
• Obtain permission to collect and process personal data;
• Ensure that Users comply with this Agreement;
• Review reports before relying on them for accounting, tax or regulatory purposes;
• Maintain independent copies of legally required records and reports.

N&T Software is not responsible for errors or losses caused by inaccurate Customer data, unauthorised access or failure to follow the agreed workflow.

The Customer is responsible for controlling all accounts and Users connected with its subscription.

The Customer must:

• Create only authorised Users;
• Assign suitable roles and permissions;
• Use strong and confidential credentials;
• Disable access when a User leaves or changes role;
• Notify N&T Software promptly of suspected compromise;
• Prevent account sharing except where expressly supported.

Activity performed through an authorised account may be treated as Customer activity unless the Customer promptly reports unauthorised use.

Subject to payment and compliance with this Agreement, N&T Software grants the Customer a limited, non-exclusive, non-transferable, non-sublicensable and revocable right to use the purchased software for its internal business operations during the applicable term.

The licence is limited to the purchased:

• Business entity;
• Number of outlets or branches;
• Number of devices and Users;
• Modules and integrations;
• Subscription or licence period;
• Territory, if stated in the Order Form.

No ownership interest in the software or source code is transferred to the Customer.

The Customer must not:

• Copy, sell, rent, sublicense or commercially distribute the software;
• Reverse engineer, decompile or attempt to obtain source code;
• Bypass subscription, outlet, device or User limits;
• Remove copyright, trademark or ownership notices;
• Use the Services to build or support a competing product;
• Upload malware or interfere with system security;
• Access another customer’s data or account;
• Use the Services for unlawful, fraudulent or misleading activity;
• Allow unauthorised third parties to access the Services;
• Conduct security or performance testing without written approval.

The Customer must pay the fees specified in the applicable Order Form or invoice.

Unless expressly stated otherwise:

• All prices exclude applicable taxes;
• Invoices are payable within [7/15/30] days;
• Implementation begins after receipt of the agreed advance;
• Hardware and third-party fees are payable before ordering;
• Bank and foreign-exchange charges are the Customer’s responsibility;
• Undisputed overdue amounts may attract interest of [percentage]% per month or the maximum permitted by law, whichever is lower;
• N&T Software may suspend overdue accounts after reasonable notice.

Payments are subject to the Refund and Cancellation Policy.

This Agreement begins on the earlier of the acceptance date, first payment date, account activation date or service start date.

Each subscription continues for the period specified in the Order Form.

Automatic renewal will apply only where expressly stated and authorised. Otherwise, renewal requires payment of a renewal invoice.

The Customer must provide at least [30] days’ written notice to prevent an upcoming renewal.

N&T Software may revise renewal fees by providing at least [30] days’ notice before the next renewal period.

Requirements outside the accepted scope will be treated as a change request.

N&T Software may assess the requested change and provide:

• A revised technical scope;
• Additional fees;
• A revised timeline;
• New assumptions and dependencies;
• Impact on existing functionality.

N&T Software is not required to begin additional work until the Customer accepts the change request in writing and pays any required advance.

Support is provided according to the purchased support plan or SLA.

Standard support may include:

• Investigation of reproducible software errors;
• Guidance on existing features;
• Account and configuration assistance;
• Supported software updates;
• Remote troubleshooting during support hours.

Standard support does not automatically include:

• New modules or custom reports;
• Major custom-development work;
• Data entry, data correction or reconciliation;
• Onsite visits;
• Hardware repair or replacement;
• Third-party provider administration;
• Retraining caused by Customer staff turnover;
• Recovery from unauthorised changes or Customer misuse.

Additional services may be charged according to the applicable quotation or support rate.

N&T Software will use commercially reasonable efforts to provide the Services during the applicable subscription period.

Unless a separate SLA states otherwise, N&T Software does not guarantee a specific uptime percentage.

Availability may be affected by:

• Planned maintenance;
• Emergency security maintenance;
• Internet or telecommunications failure;
• Cloud or data-centre outages;
• Third-party API or payment-provider failure;
• Customer devices, networks or configuration;
• Force-majeure events;
• Suspension permitted under this Agreement.

Any applicable uptime commitment, response target or service credit must be expressly stated in the SLA.

Offline billing or local order capture is available only where expressly included and technically configured.

Offline operation may depend on compatible hardware, local software, device storage, power supply and correct local configuration.

Supported data may synchronise after internet connectivity returns. The Customer must review synchronised transactions and promptly report:

• Duplicate transactions;
• Missing records;
• Stock conflicts;
• Settlement inconsistencies;
• Failed synchronisation.

The Services may integrate with payment gateways, banks, SMS providers, WhatsApp providers, delivery services, accounting systems, marketplaces, cloud platforms or other third-party services.

Third-party services are governed by their own:

• Terms and conditions;
• Privacy policies;
• Fees and billing rules;
• Availability commitments;
• Technical and API limitations.

N&T Software is not responsible for:

• Third-party downtime or discontinued services;
• API or policy changes;
• Payment rejection or settlement delay;
• Delayed SMS, WhatsApp messages or OTPs;
• Third-party account suspension;
• Third-party pricing or fees;
• Independent third-party processing of personal data.

Integration modifications required because of third-party changes may be separately quoted.

Unless expressly included in an Order Form, the Customer is responsible for obtaining and maintaining:

• Computers and POS terminals;
• Printers, scanners and cash drawers;
• Biometric or attendance devices;
• Weighing scales and compatible accessories;
• Internet, routers and local networks;
• Power backup and electrical infrastructure;
• Operating systems and third-party software licences.

N&T Software does not guarantee compatibility with every hardware model.

Hardware supplied by N&T Software is subject to the applicable supplier or manufacturer warranty and the Refund and Cancellation Policy.

As between the parties, the Customer retains ownership of Customer Data.

The Customer grants N&T Software a limited right to host, store, copy, transmit, back up and process Customer Data as necessary to:

• Provide and support the Services;
• Perform authorised integrations;
• Maintain system security;
• Investigate errors and incidents;
• Meet legal and contractual obligations.

The Customer confirms that it has all permissions and lawful authority required to provide Customer Data to N&T Software.

N&T Software may use aggregated or de-identified information for analytics, service improvement, performance monitoring and security, provided it does not identify the Customer or an individual.

Each party must comply with applicable privacy and data-protection requirements relevant to its role.

The Customer is responsible for:

• Providing privacy notices to its customers, employees and suppliers;
• Obtaining valid consent or another lawful authority where required;
• Responding to requests concerning its Customer Data;
• Using promotional SMS, WhatsApp and email functions lawfully;
• Giving N&T Software lawful and documented processing instructions.

Where N&T Software processes personal data on behalf of the Customer, the parties may execute a separate Data Processing Agreement.

Website and account data is handled according to the Privacy Policy.

N&T Software will maintain reasonable technical and organisational safeguards appropriate to the Services.

Safeguards may include:

• Role-based access controls;
• Authentication controls;
• Logging and monitoring;
• Infrastructure and application security;
• Backup and recovery arrangements;
• Incident investigation procedures;
• Confidentiality obligations;
• Service-provider security requirements.

No internet-based or locally installed software can be guaranteed to be completely secure.

The Customer must secure its own devices, Users, credentials, networks and administrator access.

Each party may receive non-public technical, commercial, financial, operational or business information belonging to the other party.

The receiving party must:

• Use confidential information only for the Agreement;
• Protect it using at least reasonable security measures;
• Disclose it only to personnel and advisers who need access and are subject to confidentiality obligations;
• Not disclose it to another person without permission, except where legally required.

Confidential information does not include information that:

• Becomes public without breach;
• Was lawfully known before disclosure;
• Is received lawfully from another source;
• Is independently developed without using it.

Where disclosure is legally required, the receiving party should provide advance notice where legally permitted.

N&T Software and its licensors retain all rights in:

• Software and source code;
• Reusable modules and frameworks;
• Database structures and architecture;
• User-interface components;
• Documentation and methodologies;
• APIs, integrations and development tools;
• Trademarks, logos and branding;
• Updates, improvements and derivative works.

Payment for configuration or custom development does not transfer ownership of source code or reusable technology.

Any source-code assignment, exclusive ownership or intellectual-property transfer must be expressly described in a separate signed agreement.

The Customer retains ownership of its business name, logo, content and Customer Data.

The Customer may provide suggestions, ideas, feature requests or other feedback concerning the Services.

Unless otherwise agreed in writing, N&T Software may use general feedback to improve its products and services without payment or restriction, provided it does not disclose Customer confidential information.

Each party represents that:

• It has authority to enter into this Agreement;
• Its performance will not knowingly violate another binding agreement;
• It will comply with laws applicable to its responsibilities under this Agreement.

N&T Software warrants that it will provide professional services using reasonable skill and care.

Where the Customer reports a reproducible material failure to meet the agreed specification during the applicable acceptance or warranty period, N&T Software will use reasonable efforts to correct it.

Except for express commitments in this Agreement, Order Form or SLA, the Services are provided on an “as available” basis.

N&T Software does not guarantee that:

• The Services will be uninterrupted or error-free;
• Every third-party service or hardware model will remain compatible;
• Reports will be accurate where source data is inaccurate;
• Use of the Services will increase revenue or profit;
• The Services alone will ensure tax, accounting or regulatory compliance;
• Internet, payment, messaging or external APIs will always be available.

N&T Software provides operational software and does not provide legal, tax, accounting, medical or regulatory advice.

The Customer will indemnify and defend N&T Software against third-party claims, penalties, losses and reasonable expenses arising from:

• Unlawful or unauthorised Customer Data;
• Customer misuse of the Services;
• The Customer’s breach of privacy, tax, employment or industry-specific requirements;
• Infringement caused by Customer-provided material;
• Fraudulent Customer transactions;
• Unauthorised use attributable to the Customer;
• The Customer’s material breach of this Agreement.

N&T Software will provide reasonable notice of an indemnified claim and allow the Customer to participate in its defence, subject to N&T Software’s right to protect its interests.

To the maximum extent permitted by applicable law, neither party will be liable for indirect, incidental, special, exemplary, punitive or consequential loss.

N&T Software will not be liable for loss of:

• Profit or anticipated revenue;
• Business opportunity;
• Goodwill or reputation;
• Anticipated savings;
• Data resulting from Customer failure to maintain required exports or backups;
• Operations caused by Customer hardware, power, internet or third-party failure.

Subject to liabilities that cannot legally be limited, N&T Software’s total aggregate liability arising from the affected Services will not exceed the fees paid by the Customer for those Services during the twelve months immediately before the event giving rise to the claim.

Nothing in this Agreement excludes liability that cannot lawfully be excluded or limited.

N&T Software may suspend access where:

• Undisputed fees remain overdue;
• The Customer breaches licence restrictions;
• Use threatens security or service availability;
• Fraudulent or unlawful activity is suspected;
• Suspension is required by law or a government authority;
• A required third-party provider suspends its service;
• Immediate action is necessary to protect data or Users.

Where reasonably possible, N&T Software will provide notice and an opportunity to remedy the issue.

Emergency security suspension may occur without advance notice where necessary to prevent material harm.

Either party may terminate an affected Order Form for a material breach if:

• The breach is described in written notice; and
• The breaching party does not remedy it within [15/30] days, where the breach can be remedied.

N&T Software may terminate immediately where:

• The Services are used fraudulently or unlawfully;
• Security is intentionally compromised;
• The Customer becomes insolvent or ceases business;
• Continued service is prohibited by law;
• A serious breach cannot reasonably be remedied.

On termination:

• The Customer’s licence and access rights end;
• Outstanding fees become payable;
• Each party must return or protect confidential information;
• Data export and deletion will be handled under this Agreement;
• Provisions intended to survive termination remain in force.

Termination and refunds are subject to the Refund and Cancellation Policy and the applicable Order Form.

During an active subscription, the Customer should regularly export reports and records needed for operational, tax, accounting and legal purposes.

Following termination, N&T Software may provide a limited period of [15/30] days for the Customer to request an available standard data export, subject to:

• Payment of all outstanding charges;
• Identity and authority verification;
• Technical availability of the requested data;
• Applicable export or professional-service charges;
• Legal and security restrictions.

After the applicable retention period, Customer Data may be deleted or anonymised from active systems.

Backup copies may remain temporarily until overwritten under the normal backup cycle, unless longer retention is required by law, security or an active dispute.

Neither party is liable for delay or failure caused by events beyond its reasonable control, including:

• Natural disasters, fire or flood;
• Epidemic or public emergency;
• War, terrorism or civil disturbance;
• Government restrictions or legal changes;
• Power, internet or telecommunications failure;
• Cloud-provider or data-centre failure;
• Cyberattacks despite reasonable safeguards;
• Labour disruption or supply-chain failure.

Force majeure does not excuse payment for Services already delivered or third-party costs already incurred.

Contractual notices must be sent by email, recognised courier or another method stated in the applicable Order Form.

Notices to N&T Software may be sent to:

• Email: [email protected]
• Address: 3rd Floor, Diamond Complex, SH 41, Industrial Area, Chhapi, North Gujarat 385210, India

The Customer must keep its registered contact, billing and authorised-representative information current.

This Agreement is governed by the laws of India.

Before beginning formal proceedings, the parties will attempt in good faith to resolve the dispute through authorised representatives for at least 30 days after written notice.

If the dispute is not resolved, it will be referred to arbitration under the Arbitration and Conciliation Act, 1996.

• Number of arbitrators: One mutually appointed arbitrator;
• Language: English;
• Seat and venue: [Confirmed City], Gujarat, India;
• Governing substantive law: Laws of India.

Courts at [Confirmed Jurisdiction], Gujarat, India will have jurisdiction over matters not subject to arbitration and applications concerning the arbitration.

Independent Contractors

The parties are independent contractors. This Agreement does not create a partnership, employment, agency, franchise or joint-venture relationship.

Assignment

The Customer may not assign this Agreement without N&T Software’s prior written consent. N&T Software may assign it as part of a merger, restructuring, financing or transfer of the relevant business.

Subcontractors

N&T Software may use employees, affiliates and subcontractors to provide the Services while remaining responsible for its contractual obligations.

No Third-Party Beneficiaries

Unless expressly stated, this Agreement does not grant rights to any third party.

Waiver

Failure to enforce a provision does not waive the right to enforce it later.

Severability

If a provision is unenforceable, it will be modified to the minimum extent necessary, and the remaining provisions will continue.

Entire Agreement

The Agreement and incorporated commercial documents form the entire agreement concerning the purchased Services and replace earlier discussions about the same subject.

Amendments

Customer-specific amendments must be recorded in writing and accepted by authorised representatives of both parties.

Electronic Records

The parties may accept and maintain this Agreement, quotations, orders and related communications electronically. Electronic copies may be treated as originals to the extent permitted by law.

Complete these details in the signed or electronically accepted copy of the Agreement or Order Form.