Truebooks ERP — Platform Terms & Conditions

1. Definitions

"Company", "we", "us" means Truebooks Information Systems LLP, the provider of the Truebooks ERP platform. "Service" means the Truebooks ERP software-as-a-service platform, including all modules, reports, mobile or web interfaces and related support. "Customer", "you", "Tenant" means the business entity that registers a tenant account on the Service. "Subscription" means a paid licence to use the Service after activation. "Trial" means the free evaluation period granted before activation.

2. Nature of the Service

The Service is provided on a subscription basis. You are granted a limited, non-exclusive, non-transferable right to use the Service for your own internal business purposes for the duration of your Subscription. The software is licensed, not sold; no ownership of the software, its source code, or any intellectual property passes to you.

3. Multi-Tenant Platform — Standardisation

The Service is a multi-tenant system: a single shared application and infrastructure serves all customers, with each customer's data logically separated and isolated. Because the platform is shared:

• The user interface — including font colours, font sizes, themes, layouts and screen designs — is standardised across all tenants and cannot be customised for an individual tenant.
• Features, screens and workflows are common to all tenants. Requests to change platform behaviour for one tenant will not be accepted where they affect the shared system.
• Upgrades, fixes and improvements are applied platform-wide and benefit all tenants simultaneously; individual tenants cannot opt out of platform updates.

4. Reports — Standard and Special

The Service includes a set of standard reports as shipped with the product. These are provided as-is and are common to all tenants.

Any report that is not part of the standard set — including new reports, modified layouts of existing reports, additional columns, custom groupings, or tenant-specific formats — is a "Special Report". Special Reports:

• are chargeable separately and are not included in the Subscription fee;
• will be scoped, estimated and priced only after a requirement analysis carried out by the Company;
• are delivered on timelines quoted per request; no delivery timeline is guaranteed before the requirement analysis is complete;
• once delivered, become part of the platform and remain the intellectual property of the Company.

The Company may, at its sole discretion, decline a Special Report request that is not technically feasible or that conflicts with the shared platform design.

5. Trial Period and Activation

The Trial is provided free of charge, strictly for evaluation, and on an as-is basis. The Company may limit, extend or terminate a Trial at any time. On expiry of the Trial, access is suspended until the Subscription is activated and applicable fees are paid. Data entered during the Trial is retained on activation; if you do not activate, trial data may be deleted after the retention period in Clause 9.

6. Fees, Payment, AMC and Renewal

Subscription fees, user/branch/module limits and billing cycles are as per the plan or written quotation agreed at activation. Fees are exclusive of applicable taxes (including GST), which are payable by you. Annual Maintenance Contract (AMC) charges, where applicable, are payable by the due date communicated to you. Fees paid are non-refundable except where required by law. The Company may revise fees for a renewal term with prior notice. Non-payment may result in suspension of access under Clause 15.

7. Service Availability and Maintenance

The Company will use commercially reasonable efforts to keep the Service available, but does not guarantee uninterrupted or error-free operation and does not commit to any specific uptime level unless a separate service-level agreement is signed. The Service may be unavailable during scheduled maintenance, upgrades, or due to events outside the Company's reasonable control (including hosting-provider, network or power failures).

8. Data Ownership

All business data you enter into the Service remains your property. The Company acts only as a processor/custodian of that data for the purpose of providing the Service. The Company may use anonymised, aggregated data (which does not identify you or any person) to operate, secure and improve the platform.

9. Backup, Data Export and Retention

The Company performs periodic platform-level backups as part of normal operations. However, you are responsible for periodically exporting and verifying your own data using the export facilities provided. On termination or expiry of your Subscription, your data will be retained for sixty (60) days, during which you may request an export; after this period the Company may permanently delete the data without further notice.

10. Customer Responsibilities

• You are solely responsible for the accuracy, completeness and legality of all data entered into the Service by you or your users.
• All outputs of the Service (invoices, payroll, tax computations, financial statements, e-invoicing submissions and other reports) are generated from the data and configuration you provide. You are responsible for reviewing outputs and for your own statutory, tax and regulatory compliance. The Service is a software tool and does not constitute accounting, tax or legal advice.
• You are responsible for safeguarding login credentials, controlling user access and promptly deactivating users who leave your organisation. All activity under your users' accounts is attributed to you.
• You must not use the Service for any unlawful purpose, attempt to access another tenant's data, resell or sublicense the Service, reverse-engineer the software, or introduce malicious code, and you must not overload or disrupt the shared platform.

11. Third-Party Services

The Service may interoperate with third-party services (payment gateways, e-invoicing service providers, email providers, AI services, banks). Those services are governed by their own terms, and the Company is not responsible for their availability, accuracy or acts and omissions.

12. Confidentiality and Data Protection

Each party will keep the other's confidential information confidential and use it only for purposes of this agreement. The Company will implement reasonable technical and organisational measures to protect your data, and will process personal data in accordance with applicable Indian data-protection law, including the Digital Personal Data Protection Act, 2023, to the extent applicable.

13. Warranty Disclaimer

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE". TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. THE COMPANY DOES NOT WARRANT THAT THE SERVICE WILL MEET ALL OF YOUR REQUIREMENTS OR THAT IT WILL BE UNINTERRUPTED, SECURE OR ERROR-FREE.

14. Limitation of Liability

To the maximum extent permitted by law: (a) the Company shall not be liable for any indirect, incidental, special, consequential or punitive damages, or for loss of profits, revenue, business, goodwill or data, even if advised of the possibility of such damages; (b) the Company shall not be liable for losses arising from incorrect or incomplete data entered by you or your users, from your failure to review outputs, from your statutory or tax non-compliance, or from unauthorised access resulting from your failure to safeguard credentials; and (c) the Company's total aggregate liability arising out of or relating to the Service shall not exceed the Subscription fees actually paid by you in the twelve (12) months preceding the event giving rise to the claim. For a claim arising during the free Trial, the Company's total liability shall be nil.

15. Indemnity

You agree to indemnify and hold harmless the Company, its directors, employees and agents from any claim, demand, loss or expense (including reasonable legal fees) arising from your data, your use of the Service in violation of these terms, or your violation of any law or third-party right.

16. Suspension and Termination

The Company may suspend access on non-payment of fees or AMC, on material breach of these terms, or where continued access poses a security or legal risk. Either party may terminate for the other's material breach not cured within thirty (30) days of written notice. On termination, your right to access the Service ceases and Clause 9 (retention/export) applies. Clauses which by their nature survive termination (including 8, 9, 12–15, 17) shall survive.

17. Force Majeure

The Company shall not be liable for delay or failure to perform caused by events beyond its reasonable control, including natural disasters, war, terrorism, riots, embargoes, acts of government, fire, floods, epidemics, or failures of hosting, telecommunications or power infrastructure.

18. Changes to the Service and to these Terms

The Company may modify the Service and these terms from time to time. Material changes to these terms will be notified in-app and will require re-acceptance; continued use of the Service after the effective date constitutes acceptance. No individually negotiated variation of these terms is valid unless agreed in writing and signed by the Company.

19. Assignment

You may not assign or transfer your rights under these terms without the Company's prior written consent. The Company may assign this agreement in connection with a merger, acquisition or sale of business.

20. Governing Law and Jurisdiction

These terms are governed by the laws of India. The courts at Bangalore (Bengaluru), Karnataka, India shall have exclusive jurisdiction over any dispute arising out of or in connection with these terms or the Service.

21. General

These terms, together with the plan/quotation agreed at activation, constitute the entire agreement between the parties regarding the Service and supersede all prior discussions. If any provision is held unenforceable, the remainder continues in effect. Failure to enforce a provision is not a waiver of it.