Terms of Service

1. The Service

Verdeshell IM is a cloud-based multi-tenant inventory management platform. The Service includes web application access, mobile application access, REST API access, automated notifications, reporting, and any additional features made available under your subscription plan.

Features available to you are determined by your subscription plan and any feature flags enabled for your organization. Verdeshell reserves the right to add, modify, or deprecate features with reasonable notice.

2. Account Registration and Access

• You must provide accurate, complete, and current information when registering.
• You are responsible for maintaining the confidentiality of your account credentials.
• You must immediately notify us at connect@verdeshell.com if you suspect unauthorized access.
• Organization administrators are responsible for managing user access, roles, and permissions within their account.
• Each user must have their own account; credential sharing is not permitted.

3. Acceptable Use

You agree not to:

• Use the Service for any unlawful purpose or in violation of applicable Indian law, including the IT Act 2000 and the DPDP Act 2023.
• Attempt to gain unauthorized access to any account, system, or network connected to the Service.
• Reverse-engineer, decompile, or derive source code from the Service.
• Use the Service to store or transmit malicious code, viruses, or disruptive content.
• Scrape, crawl, or programmatically harvest data beyond your own organization's data through the REST API without a valid API token.
• Use the Service in a manner that places unreasonable load on our infrastructure (e.g., denial-of-service).
• Resell, sublicense, or white-label the Service without a separate written agreement.

Verdeshell reserves the right to suspend or terminate access for violations of this section without prior notice.

4. Subscription and Billing

4.1 Plans and Pricing

Subscriptions are offered on monthly or annual billing cycles. Current pricing is published at verdeshell.com/pricing and may change with 30 days written notice to the Customer.

4.2 Trial Period

New organizations may be offered a free trial period. At the end of the trial, access will continue only if a paid subscription is activated. Trial data is retained for 14 days after trial expiry; after which it is permanently deleted unless a paid subscription is started.

4.3 Payment

• Invoices are issued at the start of each billing cycle.
• Payment is due within the terms stated on the invoice. Invoices overdue by more than 30 days may result in service suspension.
• All amounts are in Indian Rupees (INR) unless otherwise stated, and are exclusive of applicable taxes (GST).
• Payment processing is handled by Razorpay. Verdeshell does not store card or payment instrument data.

4.4 Refunds

Annual subscriptions may be refunded on a pro-rata basis within 14 days of purchase if no more than 10% of the subscription period has elapsed. Monthly subscriptions are non-refundable after the billing date. Exceptions may be made at Verdeshell's sole discretion.

5. Service Level Agreement (SLA)

Verdeshell targets 99.9% monthly uptime for the API and web application (excluding scheduled maintenance windows communicated at least 48 hours in advance).

If monthly uptime falls below 99.9%, Customers on paid plans may request a service credit of 10% of the monthly subscription fee per percentage point below the target, up to a maximum of 30% of the monthly fee. Credits must be claimed within 30 days of the incident. Credits are the sole remedy for downtime; Verdeshell's liability does not extend to consequential damages from downtime.

6. Intellectual Property

The Service, including its source code, design, trademarks, and documentation, is the exclusive property of Verdeshell Technologies Private Limited. These Terms grant you a limited, non-exclusive, non-transferable right to use the Service for your internal business operations during the subscription period.

Customer Data — all inventory, product, supplier, and operational data you enter into the Service remains your property. Verdeshell claims no ownership over Customer Data. You grant Verdeshell a limited license to process Customer Data solely to provide the Service.

7. Data Ownership and Export

You own your data. You may export your data at any time using the platform's export features or by contacting connect@verdeshell.com. Upon subscription termination, your data is retained for 90 days to allow export, after which it is permanently deleted.

8. Confidentiality

Each party agrees to keep confidential any non-public information of the other party (“Confidential Information”) and not to disclose it to third parties without prior written consent, except as required by law or to perform obligations under these Terms.

9. Warranties and Disclaimer

THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE.” VERDESHELL MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE OF HARMFUL COMPONENTS.

10. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, VERDESHELL'S TOTAL LIABILITY TO YOU FOR ANY CLAIM ARISING FROM OR RELATED TO THESE TERMS OR THE SERVICE SHALL NOT EXCEED THE FEES PAID BY YOU IN THE THREE (3) MONTHS PRECEDING THE CLAIM.

IN NO EVENT SHALL VERDESHELL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, DATA, GOODWILL, OR BUSINESS INTERRUPTION, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

11. Indemnification

You agree to indemnify, defend, and hold harmless Verdeshell and its officers, directors, employees, and agents from any claims, liabilities, damages, and expenses (including legal fees) arising from: (a) your use of the Service in violation of these Terms; (b) your Customer Data infringing the rights of a third party; or (c) your violation of applicable law.

12. Termination

• Either party may terminate the subscription at the end of the current billing cycle by providing written notice.
• Verdeshell may suspend or terminate your access immediately for material breach of these Terms, non-payment, or if required by law.
• Upon termination, your right to access the Service ceases. Data export obligations (section 7) remain in effect.

13. Governing Law and Dispute Resolution

These Terms are governed by the laws of India. Any disputes shall first be attempted to be resolved through good-faith negotiation. If unresolved within 30 days, disputes shall be submitted to the exclusive jurisdiction of the courts of Gurgaon, Haryana, India.

14. Changes to These Terms

We may update these Terms at any time. We will notify Customers by email and update the effective date above for material changes. Your continued use of the Service after the effective date constitutes acceptance of the revised Terms. If you disagree, you may terminate your subscription before the effective date.

15. Contact