Terms of Service

1. Definitions

• "Services" means our subscription-based cloud software for fuel stations and retail businesses, including ERP, point of sale, inventory, accounting, CRM, AI analytics and business automation features, our web application, mobile applications, APIs, bots and related documentation and support.
• "Subscription" means your paid right to use the Services for a Subscription Term under a selected plan.
• "Subscription Term" means the monthly or yearly period for which you have paid, and each renewal period.
• "Order" means the plan, pricing and quantities you select online, in the app, or in a quotation or order form accepted by both parties.
• "Authorised Users" means your employees, contractors and agents whom you allow to access the Services under your account.
• "Customer Data" means all data, records, images and content that you or your Authorised Users submit to the Services.
• "Documentation" means the user guides, help articles and plan descriptions we make available for the Services.

2. Eligibility

To use the Services you must:

• Be a business, sole proprietor, company, partnership or other organisation using the Services for business purposes.
• Be represented by an individual who is at least 18 years old and has legal capacity to enter into contracts.
• Not be located in, or owned or controlled by a person in, a country or region subject to comprehensive sanctions, and not appear on any government sanctions or restricted-party list.
• Not have previously had an account terminated by us for breach of these Terms.

The Services are offered to business customers only and are not intended for personal, family or household use. To the extent permitted by law, consumer protection laws that apply only to consumers do not apply to your Subscription.

3. Account creation and security

• You must provide accurate, current and complete registration and billing information and keep it up to date.
• You are responsible for all activity under your account, including the actions of your Authorised Users, and for keeping passwords, PINs, API keys and devices secure.
• You must designate at least one account administrator who manages users, roles and permissions for your organisation.
• Each login is for one individual. Credentials must not be shared, and user limits in your plan must not be circumvented.
• Notify us immediately at [email protected] if you suspect unauthorised access to your account.

4. Free trial

We may offer a free trial of up to 14 days or another period we specify. Trials are provided "as is", without any service level commitment, and may be limited in features, users or outlets. At the end of a trial your account will move to a paid plan if you have chosen one, or it will be paused. Data entered during a trial may be deleted if you do not subscribe within 30 days after the trial ends. We may end or change trial offers at any time.

5. Subscription plans

• Subscriptions are offered on monthly or yearly billing cycles. The features, limits (such as outlets, fuel stations, users, devices or transactions) and prices of each plan are described on our website, in the app, or in your Order.
• Upgrades take effect immediately. We charge the prorated difference for the rest of the current Subscription Term.
• Downgrades take effect at the start of the next Subscription Term. Downgrading may reduce features or capacity, and you are responsible for any resulting loss of data or functionality.
• If your usage exceeds your plan limits, we may ask you to upgrade or charge for the additional usage at our then-current rates after giving you notice.
• We may add, change or remove features over time. We will not materially reduce the core functionality of a plan during a paid Subscription Term.

6. Fees and payment terms

• Subscription fees are payable in advance at the start of each Subscription Term.
• Payments are processed by Razorpay (typically for customers in India, in INR) and Stripe (typically for international customers, in USD or another supported currency). By providing a payment method you authorise us and our payment processor to charge all fees, taxes and renewals to it.
• Fees are exclusive of taxes. You are responsible for all applicable taxes, including GST, VAT, sales tax and withholding tax, except taxes on our income. If you are required to withhold tax, you must gross up the payment so that we receive the full invoiced amount, unless we agree otherwise in writing.
• We will issue invoices electronically. Invoice disputes must be raised within thirty (30) days of the invoice date.
• Amounts paid by bank transfer or against an invoice are due within the period stated on the invoice, or fifteen (15) days if none is stated.
• We may change our prices by giving at least thirty (30) days' notice. New prices apply from your next renewal, not during a Subscription Term you have already paid for.
• Payment failures and late payment are handled as described in our Refund and Cancellation Policy. Overdue amounts may lead to suspension.
• Currency conversion charges and bank fees applied by your bank or card issuer are your responsibility.

7. Automatic renewal

Subscriptions renew automatically at the end of each Subscription Term for a period of the same length, at the then-current price for your plan, unless you cancel before the renewal date. You authorise us to charge your payment method on each renewal date without further action by you.

• For yearly plans, we will send a renewal reminder at least 7 days before the renewal date.
• For recurring payments in India, we follow the Reserve Bank of India framework for e-mandates, including pre-debit notifications and additional authentication where required.
• You can turn off auto-renewal or cancel at any time in your account billing settings or by emailing [email protected]. Cancellation takes effect at the end of the current Subscription Term.

8. Cancellation and refunds

You may cancel your Subscription at any time. Refunds are available only in the limited circumstances described in our Refund and Cancellation Policy, which forms part of these Terms.

9. Service delivery

The Services are delivered digitally. Access is provided by email, in-app activation or login credentials, normally immediately and in any case within one (1) business day after successful payment or order acceptance. Mobile apps are delivered through the Apple App Store and Google Play. No physical goods are shipped unless separately agreed in writing, for example hardware supplied under a separate quotation.

10. Software license

Subject to these Terms and payment of all fees, we grant you a limited, non-exclusive, non-transferable, non-sublicensable, revocable right during the Subscription Term for your Authorised Users to access and use the Services, and to install our mobile applications on devices you control, solely for your internal business operations and within your plan limits.

The Services are licensed as a subscription, not sold. You must not, and must not allow anyone to, use the Services in breach of our Acceptable Use Policy, including by copying, modifying, reverse engineering, reselling, sublicensing, framing or providing the Services to third parties on a service bureau basis, except as expressly permitted in writing.

Mobile applications are also subject to the terms of the app store from which they are downloaded. Where those terms conflict with these Terms, these Terms prevail to the extent permitted by the app store.

11. Customer Data

• You own your Customer Data. You grant us a worldwide, limited license to host, copy, process, transmit and display Customer Data only as necessary to provide, secure, support and improve the Services and as otherwise permitted by these Terms.
• Our processing of personal data within Customer Data is governed by our Data Processing Addendum, which forms part of these Terms.
• We may create aggregated and de-identified data that does not identify you, your business or any individual, and use it to operate, analyse and improve our products. We own that aggregated data.
• You can export your Customer Data using the export tools in the Services during the Subscription Term and for 30 days after it ends.

12. AI features

Some features use artificial intelligence to read images, interpret text, generate entries, reports and insights. AI outputs are generated automatically and may be incomplete or inaccurate.

• You must review AI-generated entries, reconciliations and reports before relying on them.
• AI outputs are not accounting, tax, legal or financial advice. You remain responsible for your books of account, tax filings and business decisions.
• You must have the right to submit any image, document or text you provide to AI features.

13. Intellectual property

Brook Code and its licensors own all rights, title and interest, including all intellectual property rights, in and to the Services, software, source code, designs, Documentation, trademarks, logos and all improvements and derivatives of them. Except for the limited license in these Terms, no rights are granted to you, whether by implication, estoppel or otherwise.

If you give us suggestions, ideas or feedback, you grant us a perpetual, irrevocable, royalty-free, worldwide right to use them for any purpose without obligation to you.

You may not use our names, logos or trademarks without our prior written consent. You agree that we may name your business as a customer and display your logo in our customer lists, unless you ask us not to in writing.

14. Customer responsibilities

You are responsible for:

• Complying with all laws that apply to your business, including laws on fuel retail, weights and measures, taxation, invoicing, employment, consumer protection and data protection.
• Having a lawful basis and any required notices and consents for the personal data you submit, as described in the Data Processing Addendum.
• The accuracy, quality and legality of Customer Data and of all entries made by your Authorised Users.
• Providing and maintaining the devices, operating systems, browsers, printers and internet connectivity needed to use the Services.
• Configuring user roles and permissions appropriately and removing access for users who leave your organisation.
• Keeping your own copies of records you are legally required to retain, using the export tools we provide.
• Complying with our Acceptable Use Policy and ensuring your Authorised Users do the same.

15. Third-party services

The Services may interoperate with third-party products and services, such as Razorpay, Stripe, WhatsApp, Telegram, Google services, app stores, accounting software, payment terminals and hardware. Your use of third-party services is governed by their own terms and privacy policies. We are not responsible for third-party services, their availability, or any loss caused by them, and we may stop supporting an integration if the third party changes or withdraws it.

16. Availability and support

We will use commercially reasonable efforts to make the Services available in accordance with our Service Level Agreement, which describes our uptime target, maintenance windows, support hours, response times, backups and service credits. Service credits under the SLA are your sole remedy for unavailability, except where the SLA or these Terms provide otherwise.

17. Confidentiality

Each party will keep the other party's non-public business, technical and financial information confidential, use it only to perform under these Terms, and protect it with at least reasonable care. These obligations do not apply to information that is or becomes public through no fault of the receiving party, was already lawfully known to it, is independently developed, or is lawfully received from a third party. A party may disclose confidential information when required by law, after giving the other party prompt notice where legally permitted.

18. Suspension and termination

Suspension

We may suspend all or part of your access to the Services, with notice where reasonably practicable, if:

• Any amount remains unpaid after the grace period described in our Refund and Cancellation Policy.
• You or your Authorised Users breach these Terms or the Acceptable Use Policy.
• Your use poses a security risk or could harm the Services, other customers or third parties.
• We are required to do so by law or by a court, regulator or payment network.

We will restore access promptly once the reason for suspension has been resolved.

Termination

• By you: you may cancel at any time, effective at the end of the current Subscription Term.
• For breach: either party may terminate these Terms by written notice if the other party materially breaches them and fails to cure the breach within fifteen (15) days after receiving notice, or immediately if the breach cannot be cured.
• Insolvency: either party may terminate immediately if the other becomes insolvent, enters liquidation or administration, or ceases to carry on business.
• By us for convenience: we may terminate your Subscription on at least thirty (30) days' notice, in which case we will refund prepaid fees for the unused part of the Subscription Term.

Effect of termination

On termination, your right to use the Services ends and all unpaid fees become due immediately. You may export Customer Data for 30 days after termination, after which we delete it as described in the Data Processing Addendum. Sections that by their nature should survive termination, including fees owed, intellectual property, confidentiality, disclaimers, limitation of liability, indemnities and governing law, will survive.

19. Warranties and disclaimers

We warrant that during a paid Subscription Term the Services will perform materially in accordance with the Documentation. If they do not, and you notify us in writing, we will use reasonable efforts to correct the non-conformity. If we cannot do so within a reasonable time, either party may terminate the affected Subscription and we will refund prepaid fees for the unused period. This is your exclusive remedy for breach of this warranty.

EXCEPT AS EXPRESSLY STATED IN THESE TERMS, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE". TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE DISCLAIM ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT AI OUTPUTS WILL BE ACCURATE.

20. Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW:

• NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, BUSINESS, GOODWILL OR ANTICIPATED SAVINGS, OR LOSS OR CORRUPTION OF DATA (EXCEPT OUR OBLIGATION TO RESTORE DATA FROM AVAILABLE BACKUPS), HOWEVER CAUSED, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
• EACH PARTY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS WILL NOT EXCEED THE TOTAL FEES PAID AND PAYABLE BY YOU TO US FOR THE SERVICES IN THE TWELVE (12) MONTHS IMMEDIATELY BEFORE THE EVENT GIVING RISE TO THE CLAIM.
• THESE LIMITATIONS DO NOT APPLY TO YOUR OBLIGATION TO PAY FEES, TO EITHER PARTY'S INDEMNIFICATION OBLIGATIONS, TO A BREACH OF YOUR LICENSE RESTRICTIONS OR THE ACCEPTABLE USE POLICY, OR TO LIABILITY THAT CANNOT BE LIMITED UNDER APPLICABLE LAW, SUCH AS LIABILITY FOR FRAUD, GROSS NEGLIGENCE OR WILFUL MISCONDUCT.

21. Indemnification

By us. We will defend you against any third-party claim alleging that the Services, as provided by us, infringe that third party's intellectual property rights, and pay damages finally awarded or agreed in settlement. This does not apply to claims arising from Customer Data, third-party services, modifications not made by us, combination with items we did not supply, or use in breach of these Terms. If a claim is made or likely, we may modify the Services, obtain a license, or terminate the affected Subscription and refund prepaid fees for the unused period.

By you. You will defend and indemnify us against any third-party claim arising from Customer Data, your use of the Services in breach of these Terms or applicable law, or your products and services.

The indemnified party must promptly notify the indemnifying party of the claim, give it sole control of the defence and settlement, and provide reasonable cooperation.

22. International users

• The Services are operated from India and may be accessed from other countries. You are responsible for complying with local laws where you use the Services, including tax, invoicing and fuel retail regulations in your country.
• You must comply with all applicable export control and economic sanctions laws, including those of India, the United States, the European Union and the United Kingdom, and must not use the Services in or for the benefit of a sanctioned country, region or person.
• Some features, integrations, payment methods or languages may not be available in every country.
• These Terms are written in English. If we provide a translation, the English version prevails in the event of any inconsistency.

23. Force majeure

Neither party is liable for any delay or failure to perform its obligations (other than payment obligations) caused by events beyond its reasonable control, including natural disasters, epidemics, war, terrorism, riots, government action, labour disputes not involving that party's own employees, failures of public utilities, internet or telecommunications networks, cyberattacks that could not reasonably have been prevented, or failures of third-party hosting or payment providers. The affected party will notify the other promptly and use reasonable efforts to resume performance. If a force majeure event continues for more than sixty (60) days, either party may terminate the affected Subscription on written notice, and we will refund prepaid fees for the unused period.

24. Governing law and disputes

These terms are governed by the laws of India, without regard to conflict of laws principles.

Before starting any formal proceedings, the parties will try in good faith to resolve the dispute through negotiation for at least thirty (30) days after written notice. Disputes with Brook Code Technologies that are not resolved in that period will be finally resolved by arbitration under the Arbitration and Conciliation Act, 1996, by a sole arbitrator appointed by mutual agreement. The seat of arbitration is the city in which our registered office is located, the language is English, and the award is final and binding. Subject to arbitration, the courts at the city in which our registered office is located have exclusive jurisdiction. Either party may seek urgent injunctive relief from any court of competent jurisdiction.

The United Nations Convention on Contracts for the International Sale of Goods does not apply to these terms.

25. Changes to these Terms

We may update these Terms from time to time. For material changes we will give at least thirty (30) days' notice by email or in the Services. The updated Terms apply from your next renewal or from the date stated in the notice, whichever is later. If you do not agree to the changes, you may cancel before they take effect. Changes required by law or to address security may take effect immediately.

26. General

• Entire agreement: these Terms, your Order and the policies referenced in them are the entire agreement between the parties about the Services. If there is a conflict, the order of precedence is: a signed Order or agreement, the Data Processing Addendum (for data protection matters), these Terms, then other policies.
• Assignment: you may not assign these Terms without our prior written consent. We may assign them to an affiliate or in connection with a merger, acquisition or sale of assets.
• Notices: we may give notices by email to your account administrator or in the Services. You must send legal notices to [email protected].
• Severability and waiver: if any provision is found unenforceable, the rest remains in effect. A failure to enforce a provision is not a waiver.
• Relationship: the parties are independent contractors. Nothing in these Terms creates a partnership, agency or employment relationship.
• No third-party beneficiaries: these Terms do not confer rights on anyone other than the parties.

27. Contact information

Questions about these Terms can be sent to: