Terms of Service & SaaS Agreement

These Terms of Service ("Terms") govern your access to and use of the products, services, and website provided by Innoval Digital Solutions Private Limited ("IVL", "we", "us", or "our"), including the OptiSuiteC platform and all associated products. Please read these Terms carefully before using our services.

1. Acceptance of Terms

By accessing our website, subscribing to our products, or using our services, you agree to be bound by these Terms. If you are accepting these Terms on behalf of a company or other legal entity, you represent that you have the authority to bind that entity. If you do not agree to these Terms, do not use our services.

2. Definitions

• "OptiSuiteC" refers to IVL's SAP BTP-certified compliance platform, including all products under the Taxation & Compliance, International Trade, and Digital Productivity categories.
• "Products" refers to individual software solutions including but not limited to OptiGST, OptiE-Invoice, OptiEwayBill, OptiEXIM, OptiEXIMc, OptiSign, OptiSignC, OptiVMS, OptiGSTReco, OptiTrack.Ai, OptiLIMS, and OptiE-Invoice UAE.
• "Services" refers to all professional services including Application Management (AMS), SAP Implementation, Migration & Upgrades, BTP Development, and SAP Consulting.
• "Customer" or "you" refers to the individual or entity subscribing to or using IVL products and services.
• "Customer Data" refers to all data uploaded, processed, or generated through the use of our products by the Customer.

3. Services & Subscriptions

3.1 Product Access

IVL grants you a non-exclusive, non-transferable right to access and use the subscribed products during the subscription term, subject to these Terms and the applicable order form or subscription agreement.

3.2 SAP BTP Products (SaaS)

Cloud-based products (OptiEXIMc, OptiSignC, OptiSuiteC 2.0) are delivered as multi-tenant SaaS on SAP Business Technology Platform. Access is provided via SAP Fiori launchpad or dedicated URLs. Availability is subject to SAP BTP infrastructure availability.

3.3 SAP Add-On Products (On-Premise)

On-premise products (OptiGST, OptiEXIM, OptiSign, OptiE-Invoice, OptiEwayBill) are deployed within your SAP ECC or S/4HANA landscape. You are responsible for infrastructure hosting, backup, and system administration. IVL provides product updates, patches, and support per the subscription agreement.

3.4 Professional Services

Professional services (AMS, implementation, migration, consulting) are governed by individual Statements of Work (SOW) that define scope, timelines, deliverables, and fees. SOWs are incorporated into these Terms by reference.

4. Account Responsibilities

• You are responsible for maintaining the confidentiality of account credentials and for all activities under your account.
• You must promptly notify IVL of any unauthorized access or security breach.
• You agree to provide accurate, current, and complete information during registration and keep it updated.
• You must not share, transfer, or sublicense your product access to third parties without IVL's prior written consent.

5. Intellectual Property

5.1 IVL Ownership

All OptiSuiteC products, including source code, architecture, design, documentation, trademarks, and related intellectual property, are and remain the exclusive property of IVL. Products are SAP-certified and listed on the SAP App Center. Nothing in these Terms transfers ownership of IVL's intellectual property to the Customer.

5.2 License Grant

Subject to payment of applicable fees, IVL grants you a limited, non-exclusive, non-transferable license to use the products for your internal business purposes during the subscription term.

5.3 Restrictions

You may not: (a) reverse engineer, decompile, or disassemble any product; (b) modify, adapt, or create derivative works; (c) sublicense, rent, lease, or distribute products to third parties; (d) use products to develop competing solutions; (e) remove or alter any proprietary notices or labels.

6. Data Ownership & Processing

6.1 Your Data

You retain all ownership rights to Customer Data. IVL processes Customer Data solely to provide the subscribed services and does not access, use, or share Customer Data for any purpose beyond service delivery.

6.2 Government Portal Submissions

Our compliance products transmit data to government portals (GSTN, ICEGATE, IRP, FTA UAE) as directed by you. IVL acts as a processing intermediary and is not responsible for government portal availability, regulatory changes, or data handling by government systems.

6.3 Data Portability

Upon subscription termination, you may request export of your Customer Data in a standard format. IVL will provide data export within 30 days of a written request. Customer Data is deleted from IVL systems within 90 days of subscription termination, unless retention is required by law.

7. Service Levels & Support

SaaS products are provided with a target uptime of 99.5% measured monthly, excluding scheduled maintenance windows. Support is provided per the subscribed SLA tier (Bronze, Silver, Gold, or Platinum) as defined in the service agreement. Scheduled maintenance windows are communicated at least 48 hours in advance.

8. Payment Terms

• Subscription fees are as specified in the applicable order form or subscription agreement.
• Invoices are due within 30 days of invoice date unless otherwise agreed.
• Late payments may incur interest at 1.5% per month or the maximum rate permitted by law.
• All fees are exclusive of applicable taxes (GST, withholding tax). Taxes are the Customer's responsibility.
• IVL may adjust pricing with 60 days' written notice prior to a renewal term.

9. Warranties & Disclaimers

9.1 Limited Warranty

IVL warrants that products will materially conform to published specifications during the subscription term. IVL will use commercially reasonable efforts to correct any material non-conformance reported by the Customer.

9.2 Disclaimer

EXCEPT FOR THE LIMITED WARRANTY ABOVE, PRODUCTS AND SERVICES ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. IVL DOES NOT WARRANT THAT PRODUCTS WILL BE UNINTERRUPTED OR ERROR-FREE.

9.3 Regulatory Compliance

While IVL products are designed to facilitate compliance with applicable regulations (GST, e-invoicing, EXIM, VAT), IVL does not guarantee regulatory compliance. The Customer remains responsible for ensuring their own regulatory compliance. Regulatory changes may require product updates that IVL will provide on a commercially reasonable basis.

10. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IVL'S TOTAL LIABILITY FOR ANY CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS SHALL NOT EXCEED THE TOTAL FEES PAID BY THE CUSTOMER TO IVL IN THE 12 MONTHS PRECEDING THE CLAIM.

IN NO EVENT SHALL IVL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, REVENUE, DATA, OR BUSINESS OPPORTUNITY, REGARDLESS OF THE CAUSE OF ACTION.

11. Termination

• By Customer: You may terminate your subscription by providing 30 days' written notice before the end of the current subscription term.
• By IVL: IVL may terminate for cause if you materially breach these Terms and fail to cure within 30 days of written notice.
• Effect of Termination: Upon termination, your access to products will cease. Data export rights under Section 6.3 apply. Fees for the current term are non-refundable.

12. Governing Law & Disputes

These Terms are governed by the laws of India. Any disputes arising from these Terms shall be subject to the exclusive jurisdiction of the courts in Trivandrum, Kerala, India. Before initiating legal proceedings, both parties agree to attempt resolution through good-faith negotiation for a period of 30 days.

13. General Provisions

• Entire Agreement: These Terms, together with applicable order forms, SOWs, and SLAs, constitute the entire agreement between the parties.
• Amendments: IVL may modify these Terms with 30 days' notice. Continued use after modification constitutes acceptance.
• Severability: If any provision is found unenforceable, the remaining provisions shall continue in full force.
• Assignment: You may not assign these Terms without IVL's written consent. IVL may assign these Terms in connection with a merger or acquisition.
• Force Majeure: Neither party shall be liable for delays caused by events beyond reasonable control, including natural disasters, government actions, pandemics, or telecommunications failures.

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