Subscription agreement

This agreement governs use of the FleekERP platform. The separate terms of service cover this website only. Where you and Nexfloe Technologies Private Limited sign an order form or quotation, that document and this agreement are read together, and the order form prevails on price, term and anything it expressly varies.

1. Parties and acceptance

This agreement is between Nexfloe Technologies Private Limited ("Nexfloe", "we") and the entity named on the order form ("Customer", "you"). It takes effect when you sign an order form, accept a quotation in writing, or first use the platform, whichever is earliest.

2. Definitions

• Platform: the FleekERP web application, the Android applications for supervisors, operators and quality, and the APIs we make available to you.
• User: a login with access to the web platform and the management app.
• Employee: a login with access to the mobile app in the Supervisor, Operator or Quality role.
• Customer Data: all data you or your people enter into, or generate through, the platform, including production records, master data and documents.
• Implementation: the one-time configuration, data setup and training described on the order form.

3. What we provide

We grant you a non-exclusive, non-transferable right to use the platform for your own manufacturing operations for the term, for the number of logins on the order form. We host, maintain, patch and back up the platform. We may change features, provided we do not materially reduce the functionality you are paying for during a paid term.

4. Implementation

Implementation is a separate one-time fee and is required before go-live. It covers the scope on the order form. Travel and accommodation for onsite days are billed at cost. Implementation depends on you providing the master data, access to the floor and the people for training that the order form assumes; where you cannot, the timeline moves and we will say so in writing.

5. Fees, billing and taxes

• Subscription fees are per login per month, billed per term in advance. Terms are quarterly, half-yearly or annual. There is no monthly billing.
• Implementation is invoiced 50 percent to start and 50 percent when the first line is live.
• All fees are exclusive of GST and any other tax, duty or withholding, which you pay in addition.
• Invoices are due within 15 days. Overdue amounts carry interest at 1.5 percent per month or the maximum permitted by law, whichever is lower.
• Fees paid are non-refundable except where this agreement expressly says otherwise.

6. Adding and reducing logins

You may add logins at any time; they are invoiced pro rata for the remainder of the term. Logins may be reduced at renewal, not mid-term. There is no per-plant fee and no limit on the number of plants.

7. Term, renewal and price changes

The term is stated on the order form and renews for the same length unless either side gives written notice at least 30 days before it ends. We may change list prices for a renewal term on at least 60 days' written notice before the renewal date. If you do not accept the new price, you may decline renewal within that notice period.

8. Your responsibilities

• Keep login credentials confidential, and tell us promptly if you believe an account has been compromised. Logins are per person and are not to be shared, except a shared station device where individuals are identified by PIN.
• Ensure the data you put into the platform is lawful, and that you have the right to provide any personal data of your employees or contacts.
• Use the platform for your own operations. Do not resell it, reverse engineer it, or use it to build a competing product.
• Do not attempt to breach or test the security of the platform without our written permission. Responsible disclosure is welcome; see the security page.

9. Customer Data

Customer Data is yours. You own it and all rights in it. We process it only to provide and support the platform, to meet a legal obligation, and as described in the data processing agreement. We do not sell it, and we do not use it to train models for other customers.

You may export your data at any time in a standard format. On termination for any reason, you may export for 30 days. After 60 days from termination we delete Customer Data from live systems, and from backups within a further 90 days, unless the law requires us to keep it.

We may use aggregated, de-identified statistics that cannot identify you or any individual to operate and improve the platform.

10. Availability and support

We aim for high availability and monitor the platform continuously, but the standard subscription carries no contractual uptime commitment. Planned maintenance is notified in advance where practicable. A contractual service level, dedicated hosting and a named support contact are available under an enterprise agreement. Support is provided during the hours published on the contact page, in English and Tamil.

11. Confidentiality

Each side will protect the other's confidential information with at least reasonable care, use it only for this agreement, and disclose it only to people who need it and are under equivalent obligations. This does not apply to information that is public through no fault of the receiver, already known, independently developed, or required to be disclosed by law or a court, in which case the receiver gives notice where it lawfully can. These obligations continue for three years after the agreement ends, and indefinitely for anything that is a trade secret.

12. Intellectual property

We own the platform, its software, design and documentation, and all improvements to it. Nothing here transfers any of that to you beyond the right to use it during the term. If you send us feedback or suggestions, we may use them without obligation to you, and doing so gives us no rights in your Customer Data.

13. Warranties

We warrant that we will provide the platform with reasonable skill and care, and that it will perform materially as described in the documentation. Your exclusive remedy for a breach of this warranty is that we correct the fault within a reasonable time or, if we cannot, you may terminate and receive a pro rata refund of prepaid fees for the unused part of the term.

Otherwise the platform is provided as is. We do not warrant that it will be uninterrupted or error-free, and we do not warrant any particular commercial result. Estimates on our website, including the ROI calculator, are illustrations, not promises.

14. Limitation of liability

Neither side is liable for indirect, incidental, special, consequential or punitive damages, or for loss of profit, revenue, goodwill, anticipated savings, or loss or corruption of data to the extent it arises from the other's failure to keep its own copies.

Each side's total aggregate liability arising out of or in connection with this agreement is limited to the total fees paid or payable by you to Nexfloe Technologies Private Limited in the twelve months immediately before the event giving rise to the claim.

This cap replaces the INR 5,000 cap in the website terms of service, which applies only to use of the website itself and not to the platform.

Nothing in this agreement limits liability that cannot be limited under Indian law, including liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for your obligation to pay fees due.

15. Indemnities

We will defend you against a third-party claim that the platform, used as permitted, infringes that party's intellectual property rights in India, and pay damages finally awarded. If such a claim is made, we may modify the platform, obtain a licence, or terminate and refund prepaid fees for the unused term. This does not apply to claims arising from Customer Data or from use outside this agreement.

You will defend us against third-party claims arising from Customer Data, from your use of the platform in breach of this agreement, or from your breach of law.

16. Suspension and termination

We may suspend access where fees are more than 30 days overdue, where use threatens the security or integrity of the platform, or where required by law. Except for a security or legal emergency we give notice first and a reasonable chance to fix the problem.

Either side may terminate for material breach that is not remedied within 30 days of written notice, or immediately if the other becomes insolvent or enters winding up. Termination does not relieve you of fees accrued up to the termination date.

17. Data protection

Each side complies with the Digital Personal Data Protection Act, 2023 and, where it applies, the GDPR. For personal data in Customer Data, you are the Data Fiduciary or Controller and we are the Data Processor. Our processing terms are in the data processing agreement, which forms part of this agreement.

18. Force majeure

Neither side is liable for delay or failure caused by circumstances beyond its reasonable control, including natural disaster, war, civil unrest, government action, epidemic, failure of internet infrastructure, power outage, or failure of a third-party service. Payment obligations are not excused.

19. Governing law and disputes

This agreement is governed by the laws of India. The parties will first attempt to resolve any dispute by discussion between senior representatives within 30 days. Failing that, the dispute is referred to arbitration by a sole arbitrator under the Arbitration and Conciliation Act, 1996, seated in Chennai, conducted in English. The courts of Chennai, Tamil Nadu have exclusive jurisdiction over anything not subject to arbitration.

20. General

• Neither side may assign this agreement without the other's written consent, except to a successor of substantially all its business.
• Notices are given in writing to the addresses on the order form, and are effective on delivery. Notices to us are copied to the email on this page.
• We may name you as a customer and use your logo on our website unless you tell us in writing not to.
• This agreement, the order form and the data processing agreement are the entire agreement between the parties on this subject and replace any earlier proposal or discussion.
• A failure to enforce a term is not a waiver of it. If a term is held unenforceable, the rest stands.
• The parties are independent contractors. Nothing here creates a partnership, agency or employment relationship.

21. Contact

Nexfloe Technologies Private Limited, Chennai, Tamil Nadu, India. Email info@fleekerp.com. Phone +91 99411 11019.

Grievance Officer: K. Silambarasan, Grievance Officer and Data Protection Contact. Email grievance@fleekerp.com. We acknowledge within 48 hours and respond within 30 days, as required by the Digital Personal Data Protection Act, 2023 and the Information Technology (Intermediary Guidelines) Rules, 2021.