Legal

Terms & Conditions

1. Definitions

1.1. “Software” means the cloud-based platform, applications, POS solutions, inventory management systems, dashboards, reports, integrations and other technology provided by Carture.

1.2. “Subscription” means paid or trial access to the Software for a specified period under a specified plan or Order Form.

1.3. “Order Form” means any quotation, proposal, invoice, online checkout or plan selection that sets out the plan, number of stores or users, fees and term, accepted by the Customer.

1.4. “Customer Data” means all data, records, transactions, inventory, documents and other information entered, uploaded or generated by or for the Customer through the Software, including any Personal Data in it.

1.5. “Personal Data” has the meaning given in the Digital Personal Data Protection Act, 2023.

1.6. “Data Protection Law” means the Digital Personal Data Protection Act, 2023, the Digital Personal Data Protection Rules, 2025, the Information Technology Act, 2000 and rules under it, each as amended.

1.7. “Aggregated Data” means data derived from use of the Services that is aggregated and de-identified so that it does not identify the Customer or any individual.

1.8. “Sub-processor” means a third party engaged by Carture that processes Customer Data on Carture’s behalf.

1.9. “Subscription Fees” means the fees payable for the Services under the applicable plan or Order Form.

1.10. “Authorized User” means an employee, representative or other person authorised by the Customer to access the Software under its account.

1.11. “Policies” means the Privacy Policy and Refund & Cancellation Policy, which form part of these Terms.

2. Eligibility and Account Registration

2.1. The Services are for businesses only. The Customer must be a validly existing business entity or sole proprietorship, and every Authorized User must be at least 18 years old.

2.2. The Customer must hold, and keep valid, all licences and registrations required to run its business, including excise licences where it deals in alcoholic beverages.

2.3. The Customer must provide accurate, complete and current information during registration and onboarding, and keep it up to date.

2.4. The Customer is responsible for keeping login credentials confidential, for all activity under its account, and for adding and removing Authorized Users promptly, including when staff leave.

2.5. The Customer must notify Carture immediately at [support@carture.in] of any unauthorised access or suspected security breach.

2.6. Carture may suspend or restrict access where information provided is inaccurate, misleading, fraudulent or incomplete.

3. Subscription and Licence

3.1. Subject to payment of the Subscription Fees, Carture grants the Customer a limited, non-exclusive, non-transferable, non-sublicensable and revocable right for its Authorized Users to access and use the Software during the subscription period, for the Customer’s internal business purposes and within the stores, users and limits in its plan or Order Form.

3.2. The Software is provided on a Software-as-a-Service basis. The Customer acquires no ownership of the Software, source code, technology, algorithms or intellectual property.

3.3. The Customer shall not, and shall not permit anyone to:

• copy, reproduce or modify the Software;
• reverse engineer, decompile or disassemble it, except to the extent the law expressly permits;
• attempt to access the source code;
• resell, sublicense, lease or commercially distribute it without written permission;
• circumvent security, access controls or plan limits, including by sharing one user’s login among several people;
• use it to build a competing product, or benchmark it for publication without consent;
• access it by bots, scrapers or other automated means except through APIs Carture provides.

4. Subscription Fees and Payment

4.1. The Customer shall pay the Subscription Fees for its selected plan or Order Form, in advance, for each billing period.

4.2. Fees, billing frequency and applicable taxes are communicated at onboarding or in the Order Form. GST and other applicable taxes are payable in addition to the fees. Where the Customer deducts TDS, it shall provide the TDS certificate within the statutory period.

4.3. Auto-renewal. Unless cancelled under the Refund & Cancellation Policy before the renewal date, each Subscription renews automatically for the same period at Carture’s then-current price. Carture will send a renewal reminder as stated in that policy.

4.4. Price changes. Carture may change its prices with at least [30] days’ written notice. Changes apply from the next renewal.

4.5. Payments may be processed through third-party payment gateways. Carture is not responsible for delays or failures caused by them. Any auto-debit or e-mandate is subject to RBI rules and the Customer’s bank.

4.6. Invoices are due within [7] days of issue unless the Order Form states otherwise. Overdue amounts may attract interest at [18]% per annum, or the maximum rate permitted by law if lower, from the due date until payment.

4.7. If payment is delayed or fails, Carture may send reminders, restrict features, suspend the account, or terminate the Subscription under clause 20.

4.8. Refunds and cancellations are governed by the Refund & Cancellation Policy. Except as stated there or agreed in writing, Subscription Fees are non-refundable.

5. Trial Period

5.1. Carture may offer a free trial or demonstration at its discretion, with limits on features, users, transactions, storage or duration.

5.2. Carture may modify or end a trial programme at any time.

5.3. To continue after the trial, the Customer must subscribe to a paid plan. Data entered during a trial may be deleted [30] days after the trial ends if no paid plan is taken.

5.4. Trials are provided “as is”, without any service commitment or liability on Carture’s part, to the extent permitted by law.

6. Software Features and Updates

6.1. Carture may update, modify, improve or discontinue features for security, regulatory, technical, operational or business reasons.

6.2. Carture will not materially reduce the core functionality of the Customer’s plan during a paid subscription period. If it must remove a material feature for legal or regulatory reasons, it will give reasonable notice where possible.

6.3. Some features depend on third-party APIs, payment gateways, government systems such as excise or GST portals, banks or internet providers (clause 12).

7. Customer Data

7.1. The Customer retains all ownership of Customer Data.

7.2. The Customer grants Carture a limited right to process Customer Data solely to provide, maintain, secure, support and improve the Services, and as described in clause 8.

7.3. The Customer is responsible for the accuracy, quality and legality of Customer Data, and for having all rights, notices and consents needed to upload and process it.

7.4. Carture may create and use Aggregated Data to operate, analyse and improve its Services and to publish industry insights, provided that Aggregated Data does not identify the Customer, its stores or any individual.

7.5. Carture’s handling of Personal Data for which it is the Data Fiduciary is governed by its Privacy Policy.

8. Data Protection and Processing

8.1. Roles. For Personal Data contained in Customer Data — such as details of the Customer’s end consumers, employees and suppliers — the Customer is the Data Fiduciary and Carture is its Data Processor under Data Protection Law. For account, billing and Authorized User login data, Carture is the Data Fiduciary.

8.2. Customer’s obligations. As Data Fiduciary, the Customer shall: (a) give notices to and obtain any consents from its end consumers and staff that Data Protection Law requires; (b) collect only the Personal Data it needs; (c) handle rights requests and grievances from those individuals; and (d) not instruct Carture to process Personal Data unlawfully.

8.3. Carture’s obligations. As Data Processor, Carture shall:

• process Customer Data only on the Customer’s documented instructions, which are these Terms and the Customer’s use of the Software’s features;
• ensure its personnel are bound by confidentiality;
• maintain reasonable security safeguards, including encryption, access controls, logging and backups, consistent with Rule 6 of the DPDP Rules;
• notify the Customer without undue delay, and in any case within [24] hours, after becoming aware of a personal data breach affecting Customer Data, and provide the information the Customer reasonably needs to notify the Data Protection Board and affected individuals;
• assist the Customer, through the Software’s features or on request, in responding to rights requests;
• on termination, return Customer Data through the export facility and then delete it under clause 21, unless the law requires retention.

8.4. Sub-processors. The Customer authorises Carture to engage Sub-processors, such as hosting, communication and support providers. Carture will bind each Sub-processor by a written contract with protections no less than this clause, remain responsible for their performance, and publish its current list at [link]. Carture will give [15] days’ notice of new Sub-processors; the Customer may object on reasonable data-protection grounds.

8.5. Location. Customer Data is primarily hosted in India. Any transfer outside India will comply with Section 16 of the DPDP Act and any restrictions notified under it.

8.6. Information and audit. On reasonable written request, not more than once a year, Carture will provide information needed to show compliance with this clause, such as security summaries or third-party certifications, subject to confidentiality.

9. Data Backup

9.1. Carture maintains regular backups as part of its operational processes.

9.2. The Customer remains responsible for exporting and keeping copies of business records it is legally required to maintain, including excise and GST records.

9.3. Carture is not liable for data loss caused by circumstances beyond its reasonable control (clause 25), or by the Customer’s own actions, such as deletion by an Authorized User.

10. POS, Inventory and Business Records

10.1. The Customer is responsible for the accuracy of information entered into the Software. Inventory balances, sales figures, purchase information and reports depend on the accuracy and completeness of Customer Data.

10.2. The Software assists the Customer with business operations and record-keeping. The Customer must verify records before relying on them for commercial, financial, tax or regulatory decisions.

10.3. Software-generated reports do not replace professional accounting, legal, tax or regulatory advice.

11. Regulatory, Tax and Excise Compliance

11.1. Features relating to GST, e-invoicing, excise registers, purchase indents, state beverage corporation integrations, statutory reporting or other regulatory requirements are tools to help the Customer manage its processes. The Customer remains solely responsible for complying with all applicable laws, rules, licence conditions and government requirements.

11.2. Without limiting clause 11.1, the Customer alone is responsible for: (a) holding valid excise and trade licences for each store; (b) complying with restrictions on sale, including minimum legal drinking age, dry days, permitted hours, quantity limits and permit requirements under applicable State excise laws; and (c) verifying the age and eligibility of its buyers. The Software does not verify the identity or age of any buyer.

11.3. Regulatory requirements change from time to time. Carture will use reasonable efforts to update the Software for such changes where commercially and technically feasible, but does not guarantee that any change will be supported by a particular date.

11.4. Carture does not guarantee acceptance, approval or certification by any government authority, and is not responsible for penalties arising from the Customer’s filings, records or conduct, except to the extent caused by Carture’s breach of these Terms.

12. Third-Party Services and Integrations

12.1. The Software may integrate with third-party services, including payment gateways, banks, accounting platforms, government or regulatory portals, SMS, email and WhatsApp providers, cloud infrastructure providers and other APIs.

12.2. Third-party services are subject to their providers’ own terms, policies and availability. Carture is not responsible for their interruptions, failures, changes or discontinuation.

12.3. Where the Customer enables a third-party integration, it authorises Carture to exchange Customer Data with that provider as needed for the integration to work.

13. Customer Responsibilities

The Customer shall: use the Software only for lawful business purposes; keep account information accurate; protect login credentials; ensure its Authorized Users comply with these Terms and remain responsible for their acts; comply with applicable laws, including Data Protection Law; maintain appropriate internal security controls on its own devices and networks; and notify Carture of suspected unauthorised access.

14. Prohibited Activities

The Customer shall not use the Services to: conduct unlawful activities, including sales in breach of excise laws; upload malicious software or harmful code; attempt unauthorised access to Carture’s or other customers’ systems or data; interfere with the security, integrity or performance of the Services; infringe intellectual property or privacy rights; circumvent subscription or usage restrictions; or facilitate fraud, tax evasion or unauthorised transactions.

15. Intellectual Property and Feedback

15.1. All rights, title and interest in the Software, including its source code, object code, design, user interface, trademarks, logos, databases (excluding Customer Data), documentation, technology and workflows, remain with Carture or its licensors.

15.2. Nothing in these Terms transfers ownership of Carture’s intellectual property to the Customer. The Customer shall not use Carture’s trademarks or branding without prior written consent.

15.3. If the Customer or its Authorized Users suggest improvements or give feedback, Carture may use it freely, without obligation or payment, provided that it does not disclose the Customer’s Confidential Information.

16. Confidentiality

16.1. Each party shall keep confidential all non-public information received from the other that is marked confidential or would reasonably be understood to be confidential, including Customer Data, pricing and product roadmaps (“Confidential Information”), and use it only to perform under these Terms.

16.2. A party may disclose Confidential Information: where required by law or a court or government order (with prompt notice to the other party where lawful); to its employees, professional advisers and service providers who need to know it and are bound by similar confidentiality duties; or with the other party’s prior written consent.

16.3. These obligations do not apply to information that is or becomes public through no breach, was already lawfully known to the recipient, or is independently developed.

16.4. These obligations survive for [3] years after termination, and indefinitely for Customer Data and trade secrets.

17. Publicity

Carture may name the Customer as a customer and display its logo on Carture’s website and marketing materials only with the Customer’s prior consent, which the Customer may withdraw at any time by written notice.

18. Service Availability

18.1. Carture will use reasonable efforts to keep the Services available and will try to schedule planned maintenance outside peak retail hours, with advance notice where practicable.

18.2. The Services may occasionally be unavailable due to scheduled or emergency maintenance, updates, network or infrastructure failures, third-party interruptions, cybersecurity incidents or force majeure events.

18.3. Carture does not guarantee uninterrupted or error-free operation unless agreed in a separate Service Level Agreement (“SLA”). Where an SLA applies, its service credits are the Customer’s sole remedy for availability shortfalls.

19. Customer Support

Carture provides support through email, telephone, chat, WhatsApp or ticketing systems. Support hours, response times and service levels depend on the Customer’s plan or SLA.

20. Suspension and Termination

20.1. Carture may suspend access, with notice where practicable, if: Subscription Fees remain unpaid after the period in the Refund & Cancellation Policy; the Customer’s use poses a security risk to the platform or other customers; or suspension is required by law or a government order.

20.2. Either party may terminate the Subscription by written notice if the other materially breaches these Terms and does not cure the breach within [15] days of notice. Carture may terminate immediately for unlawful use, fraud or attempted unauthorised access.

20.3. The Customer may cancel its Subscription as set out in the Refund & Cancellation Policy.

20.4. On termination, the Customer’s right to access the Software ends, subject to the data export period in clause 21. Fees accrued before termination remain payable.

21. Data Export and Deletion After Termination

21.1. For [30] days after termination or expiry, Carture will give the Customer read-only access to export its Customer Data in standard formats such as CSV or Excel, at no extra charge. Assisted or custom-format exports may be charged at Carture’s then-current rates.

21.2. After the export period, Carture will delete Customer Data from its live systems within [60] days, and from backups as they cycle, unless the law requires longer retention. On request, Carture will confirm deletion in writing.

21.3. Carture may retain Aggregated Data and the account and billing records it needs as Data Fiduciary, as described in its Privacy Policy.

22. Warranties and Disclaimer

22.1. Carture warrants that it will provide the Services with reasonable skill and care, and that the Software will perform materially as described in its documentation during a paid subscription. The Customer’s remedy for breach of this warranty is for Carture to correct the defect or, if it cannot do so within a reasonable time, to let the Customer terminate and receive a pro-rata refund of prepaid fees for the unused period.

22.2. Except as stated in clause 22.1 or a written agreement, the Services are provided “as is” and “as available”. Carture does not warrant that the Software will be uninterrupted or error-free; that regulatory or statutory requirements will be satisfied automatically; that outputs depending on Customer Data or third-party systems will be accurate; or that third-party integrations will remain available.

23. Limitation of Liability

23.1. To the maximum extent permitted by law, neither party is liable for indirect, incidental, special or consequential losses, or for loss of profits, revenue, business opportunity, goodwill or anticipated savings.

23.2. Carture’s aggregate liability arising from or relating to the Services is limited to the Subscription Fees actually paid by the Customer in the twelve (12) months immediately preceding the event giving rise to the claim.

23.3. The limits in this clause do not apply to: the Customer’s obligation to pay fees; either party’s indemnity obligations under clause 24; a party’s infringement of the other’s intellectual property; breach of confidentiality under clause 16; or liability that cannot be limited or excluded by law.

24. Indemnification

24.1. By the Customer. The Customer shall indemnify and hold harmless Carture, its directors, employees and representatives against third-party claims, losses, liabilities, penalties and reasonable expenses arising from: misuse of the Software; breach of these Terms; violation of applicable laws, including excise and Data Protection Law; unauthorised use of its account through its failure to safeguard credentials; Customer Data or content it uploads; or infringement of third-party rights by the Customer.

24.2. By Carture. Carture shall indemnify the Customer against third-party claims that the Software, as provided by Carture and used in accordance with these Terms, infringes an Indian patent, copyright or trademark. Carture may modify the Software to make it non-infringing, obtain a licence, or, if neither is reasonably possible, terminate the affected Services and refund prepaid fees for the unused period. This does not apply to claims arising from Customer Data, third-party services, or modifications not made by Carture.

24.3. Process. The indemnified party shall promptly notify the indemnifying party of the claim, allow it to control the defence and settlement, and give reasonable cooperation at its cost.

25. Force Majeure

Neither party is liable for failure or delay in performing its obligations (other than payment obligations) due to circumstances beyond its reasonable control, including natural disasters, war, government actions, strikes, internet or power failures, cyber incidents not caused by its negligence, pandemics, or failures of third-party providers. If a force majeure event continues for more than [30] days, either party may terminate the affected Subscription by notice, and Carture will refund prepaid fees for the unused period.

26. Changes to These Terms

26.1. Carture may modify these Terms from time to time. For material changes, Carture will notify the Customer by email or in-app notice at least [30] days before they take effect, unless a shorter period is required by law.

26.2. If the Customer does not agree to a material change, it may terminate before the change takes effect and receive a pro-rata refund of prepaid fees for the unused period. Continued use after the effective date constitutes acceptance.

27. Governing Law and Jurisdiction

These Terms are governed by the laws of India. Subject to clause 28, the courts at Bengaluru, Karnataka have exclusive jurisdiction over disputes arising out of or relating to these Terms.

28. Dispute Resolution

28.1. The parties shall first try to resolve any dispute through good-faith discussions between senior representatives for [30] days after written notice of the dispute.

28.2. If unresolved, the dispute shall be referred to and finally resolved by arbitration under the Arbitration and Conciliation Act, 1996, by a sole arbitrator appointed by mutual agreement. The seat and venue of arbitration is Bengaluru, and the language is English.

28.3. Nothing in this clause prevents either party from seeking urgent interim relief from a competent court.

29. General

29.1. Entire agreement. These Terms, the Policies, the Order Form and any signed SLA or agreement form the entire agreement between the parties on the Services. If they conflict, the order of precedence is: a signed agreement or SLA, the Order Form, these Terms, then the Policies.

29.2. Severability. If any provision is held invalid or unenforceable, the rest continue in full force.

29.3. Assignment. The Customer may not assign these Terms without Carture’s written consent. Carture may assign them to an affiliate or a successor in a merger, acquisition or sale of its business, with notice to the Customer.

29.4. Notices. Notices to the Customer may be sent to its registered email or shown in-app. Notices to Carture must be sent to [legal@carture.in] and to its registered address.

29.5. Electronic record. These Terms are an electronic record under the Information Technology Act, 2000 and do not require a physical or digital signature.

29.6. No waiver. A failure or delay in exercising a right is not a waiver of it.

29.7. Independent parties. The parties are independent contractors. Nothing creates a partnership, agency or employment relationship.

29.8. Survival. Clauses on fees owed, Customer Data, data protection, intellectual property, confidentiality, data export, limitation of liability, indemnification, governing law and dispute resolution survive termination.

30. Contact Information

[Carture Legal Entity Name]
Registered Address: [Full Address]
Email: [support@carture.in] · Legal: [legal@carture.in] · Phone: [+91 XXXXX XXXXX]
Website: [www.carture.in]

By using our Services, you acknowledge that you have read and accepted these Terms & Conditions.