Terms And Conditions

1. Introduction and Acceptance

These Terms and Conditions ("Terms") constitute a legally binding agreement between Loyaltics Tech Pvt. Ltd., a company incorporated under the Companies Act, 2013, with its registered office at Topaz 36, Silver Springs Phase-II, Indore (MP), India ("Loyaltics", "we", "us", or "our"), and the entity or individual accessing or using our Services ("Client", "Customer", or "you").

By accessing, subscribing to, or using any of Loyaltics' platforms or services — including BzLoyalty (Loyalty Management, B2B and B2C), FSA (Field Sales Automation), DMS (Distributor Management System), ERP, and any future products (collectively, "Services") — you agree to be bound by these Terms in their entirety.

If you are entering into these Terms on behalf of a legal entity, you represent and warrant that you have the authority to bind that entity to these Terms.

2. Definitions

In these Terms, the following definitions apply:

• "Services" means all SaaS platforms, applications, APIs, and related services provided by Loyaltics, including BzLoyalty, FSA, DMS, ERP, and any future products.
• "Client" or "Customer" means the business entity that has entered into a subscription agreement with Loyaltics for access to the Services.
• "End Users" means individuals authorised by the Client to access and use the Services, including employees, field sales agents, distributors, retailers, and consumers.
• "Client Data" or "Customer Data" means all data, content, and information submitted to, processed by, or generated through the Services by the Client or its End Users.
• "Confidential Information" means any non-public information disclosed by either party in connection with the Services, including technical, commercial, and operational information.
• "Subscription Period" means the period for which the Client has subscribed to the Services, as specified in the applicable Order Form or Service Agreement.
• "Service Agreement" means the agreement between Loyaltics and the Client governing the specific terms of the subscription, including scope, pricing, and SLA.

3. Licence and Access

3.1 Grant of Licence

Subject to these Terms and timely payment of applicable subscription fees, Loyaltics grants the Client a non-exclusive, non-transferable, limited licence to access and use the Services during the Subscription Period, solely for the Client's internal business purposes.

3.2 Restrictions

The Client shall not, and shall ensure that End Users do not:

• Sublicense, resell, or make the Services available to any third party without Loyaltics' prior written consent
• Reverse engineer, decompile, disassemble, or attempt to derive the source code of any part of the Services
• Modify, adapt, or create derivative works based on the Services
• Access the Services for purposes of competitive analysis or to build a competing product
• Circumvent or disable any technical protection measures
• Use the Services in violation of applicable laws or regulations

3.3 User Accounts

The Client is responsible for maintaining the confidentiality of all account credentials and for all activities that occur under its accounts. The Client must notify Loyaltics immediately of any suspected unauthorised access or security breach.

4. Client Obligations

4.1 Lawful Use

The Client represents and warrants that it will use the Services in compliance with all applicable laws and regulations, including data protection laws applicable to the Client's business and jurisdiction. The Client is responsible for obtaining all necessary consents from End Users for the collection and processing of their personal data through the Services.

4.2 Acceptable Use

The Client shall not use the Services to:

• Transmit, store, or process any data that is unlawful, defamatory, abusive, or infringes any third-party intellectual property rights
• Introduce malware, viruses, or malicious code
• Conduct denial-of-service attacks or other activities that degrade platform performance
• Attempt unauthorised access to Loyaltics systems or data belonging to other Clients

4.3 Cooperation

The Client agrees to cooperate with Loyaltics in good faith in connection with the provision of the Services, including providing accurate information, timely approvals, and access to necessary contacts.

5. Data Ownership and Processing

5.1 Client Ownership of Data

The Client retains full ownership of all Client Data. Nothing in these Terms transfers any intellectual property rights in Client Data to Loyaltics. Loyaltics acts solely as a Data Processor with respect to Client Data and processes it only on the documented instructions of the Client.

5.2 Licence to Process

The Client grants Loyaltics a limited, non-exclusive licence to process, store, and use Client Data solely to the extent necessary to provide the Services and fulfil its obligations under the Service Agreement.

5.3 Data Processing Agreement

Where required under applicable law (including the DPDP Act 2023 or GDPR), the parties shall execute a Data Processing Agreement (DPA) setting out the specifics of how Client Data is processed. The DPA forms part of and is incorporated into these Terms.

5.4 Data Deletion

Upon termination or expiry of the Subscription Period, Loyaltics will retain Client Data for a post-termination period as specified in the Service Agreement (typically 30–90 days), during which the Client may request export of their data. Thereafter, Client Data will be securely and irreversibly deleted unless Loyaltics is required by law to retain it for a longer period.

6. Security Responsibilities

6.1 Loyaltics Responsibilities

Loyaltics is responsible for the security of the platform and infrastructure, including:

• Maintaining appropriate technical and organisational security measures as described in the Security Policy
• Implementing and operating access controls, encryption, monitoring, and incident response processes
• Notifying the Client of confirmed security incidents affecting Client Data within 72 hours of becoming aware of the incident

6.2 Client Responsibilities

The Client is responsible for:

• Managing and securing End User access credentials and ensuring only authorised users access the Services
• Configuring access controls and permissions within the platform appropriately for their organisation
• Ensuring End Users comply with applicable security policies and these Terms
• Promptly reporting any suspected security incidents or vulnerabilities to Loyaltics
• Security of Client-side devices, networks, and infrastructure used to access the Services

7. Intellectual Property

7.1 Loyaltics Intellectual Property

All intellectual property rights in the Services, including the software, platform, algorithms, user interface, documentation, trademarks, and brand assets, are and shall remain the exclusive property of Loyaltics. Nothing in these Terms grants the Client any rights in or to the Services beyond the limited licence set out in Section 3.

7.2 Feedback

If the Client or its End Users provide suggestions, feedback, or recommendations regarding the Services ("Feedback"), the Client grants Loyaltics a perpetual, irrevocable, royalty-free licence to use such Feedback to improve the Services without any obligation of compensation or attribution.

8. Fees, Payment, and Billing

8.1 Subscription Fees

The Client agrees to pay subscription fees as set out in the applicable Order Form or Service Agreement. All fees are quoted in Indian Rupees (INR) or such other currency as agreed, exclusive of applicable taxes.

8.2 Invoicing and Payment Terms

Invoices are issued in accordance with the billing cycle agreed in the Service Agreement. Payment is due within 15 days of the invoice date unless otherwise specified. Overdue amounts may attract interest at the rate of 1.5% per month or the maximum rate permitted by law, whichever is lower.

8.3 Taxes

The Client is responsible for all applicable taxes, including GST, arising from the Client's use of the Services. Loyaltics will apply GST as required under Indian tax law.

8.4 Suspension for Non-Payment

Loyaltics reserves the right to suspend access to the Services upon 7 days' written notice if payment is more than 30 days overdue, without prejudice to any other rights or remedies.

9. Confidentiality

Each party agrees to keep the other's Confidential Information strictly confidential and not to disclose it to any third party without prior written consent, except as required by law or to authorised employees or advisors on a need-to-know basis. This obligation survives termination of the agreement for a period of 3 years.

Confidential Information does not include information that: (a) is or becomes publicly known through no breach of these Terms; (b) was lawfully in the receiving party's possession before disclosure; (c) is independently developed by the receiving party; or (d) is required to be disclosed by law or court order.

10. Subprocessors and Third-Party Services

Loyaltics may engage sub-processors and third-party technology providers to support the delivery of the Services. All such providers are bound by appropriate data processing agreements and security obligations. An up-to-date list of sub-processors is available upon written request.

The Services may integrate with or link to third-party platforms selected by the Client. Loyaltics is not responsible for the performance, availability, security, or compliance of third-party services outside its control.

11. Service Levels and Support

Service availability commitments, support response times, maintenance windows, and escalation procedures are set out in the Service Level Agreement (SLA) which forms part of the Service Agreement. Loyaltics will use commercially reasonable efforts to achieve the agreed service levels.

Planned maintenance will be communicated with a minimum of 48 hours advance notice for routine windows and 7–10 business days for major changes. Emergency maintenance may be carried out without advance notice where necessary to protect platform security or stability.

12. Limitation of Liability

12.1 Exclusion of Indirect Losses

To the maximum extent permitted by applicable law, neither party shall be liable for any indirect, incidental, special, consequential, or punitive damages, including loss of profits, loss of revenue, loss of data, or loss of goodwill, arising out of or in connection with these Terms or the Services, even if advised of the possibility of such damages.

12.2 Cap on Liability

Loyaltics' total aggregate liability to the Client for any claims arising under or in connection with these Terms shall not exceed the total subscription fees paid by the Client to Loyaltics in the twelve (12) months immediately preceding the event giving rise to the claim.

12.3 Exceptions

Nothing in these Terms shall limit or exclude either party's liability for: (a) death or personal injury caused by negligence; (b) fraud or fraudulent misrepresentation; (c) any liability that cannot be limited or excluded under applicable law.

13. Warranties and Disclaimers

Loyaltics warrants that the Services will perform materially in accordance with the applicable documentation and service levels during the Subscription Period. In the event of a material breach of this warranty, Loyaltics' sole obligation is to use commercially reasonable efforts to correct the non-conformance.

Except as expressly stated herein, the Services are provided "as is" and "as available". Loyaltics makes no warranties, express or implied, including warranties of merchantability, fitness for a particular purpose, or non-infringement, to the fullest extent permitted by applicable law.

14. Term and Termination

14.1 Term

These Terms commence on the date the Client first accesses the Services and continue for the Subscription Period, which renews automatically unless either party provides written notice of non-renewal at least 30 days before the end of the then-current Subscription Period.

14.2 Termination for Cause

Either party may terminate the Service Agreement immediately upon written notice if the other party: (a) materially breaches these Terms and fails to cure such breach within 30 days of written notice; (b) becomes insolvent, enters administration, or ceases to carry on business.

14.3 Effect of Termination

Upon termination: (a) the Client's licence to use the Services shall immediately cease; (b) each party shall return or destroy the other's Confidential Information; (c) the Client may request export of Client Data within the post-termination period specified in the Service Agreement; (d) all accrued payment obligations shall survive.

15. Governing Law and Dispute Resolution

These Terms are governed by and construed in accordance with the laws of India. Any dispute arising out of or in connection with these Terms shall first be subject to good-faith negotiation between the parties.

If the dispute is not resolved within 30 days of written notice, it shall be referred to binding arbitration under the Arbitration and Conciliation Act, 1996, with the seat of arbitration in Indore, Madhya Pradesh, India. The arbitral tribunal shall consist of a sole arbitrator agreed upon by both parties. The language of arbitration shall be English.

The courts of Indore, Madhya Pradesh shall have exclusive jurisdiction over any matters not subject to arbitration.

16. General Provisions

• Entire Agreement: These Terms, together with the Service Agreement, SLA, DPA, and any Order Forms, constitute the entire agreement between the parties with respect to the subject matter hereof.
• Amendments: Loyaltics may amend these Terms upon 30 days' written notice. Continued use of the Services after the effective date constitutes acceptance of the amended Terms.
• Severability: If any provision of these Terms is found to be unenforceable, the remaining provisions shall continue in full force and effect.
• Waiver: Failure to enforce any provision of these Terms shall not constitute a waiver of future enforcement of that provision.
• Assignment: The Client may not assign its rights or obligations under these Terms without Loyaltics' prior written consent. Loyaltics may assign its rights to an affiliate or in connection with a merger or acquisition.
• Force Majeure: Neither party shall be liable for delays or failures in performance resulting from circumstances beyond its reasonable control, including natural disasters, government actions, or infrastructure outages, provided prompt notice is given.
• Notices: All formal notices under these Terms shall be in writing and sent to the addresses specified in the Service Agreement or to info@bzloyalty.com for Loyaltics.