Terms of Service

Last updated: [Effective date]

These Terms of Service (the "Terms") are a binding agreement between you and [Spexx Technologies legal name], a company incorporated in India with registered office at [Registered office address] (GSTIN: [GSTIN]; CIN: [CIN]) ("Spexx", "we", "us", or "our"). By creating an account, subscribing to a product, or otherwise using our websites and services, you agree to these Terms. Please read them carefully.

1. Acceptance

By accessing or using the Services, you confirm that you have read, understood, and agree to be bound by these Terms and by our Privacy Policy and Acceptable Use Policy. If you are entering into these Terms on behalf of a business or other legal entity, you represent that you are authorised to bind that entity, and "you" refers to that entity. If you do not agree, you must not use the Services.

2. Definitions

In these Terms, the following words have the meanings set out below:

• Spexx ID — the single sign-on identity that authenticates a person across Spexx products. A Spexx ID belongs to an individual user.
• Business — an organisation account that you create and administer, under which one or more branches operate.
• Branch — an individual operating location or unit within a business. The branch is the unit of subscription and billing.
• Product — a distinct Spexx application (for example, Spexx Health or Spexx Skool) that you may enable for a business or branch.
• Subscription — the paid plan under which a product is made available to a branch for a recurring term.
• Services — the Spexx websites, products, applications, APIs, and related support that we make available to you.

3. Account and eligibility

You must be at least 18 years old and capable of forming a binding contract under the Indian Contract Act, 1872 to use the Services. You are responsible for maintaining the confidentiality of your Spexx ID and credentials and for all activity that occurs under your account. You must provide accurate, current, and complete information and keep it updated. Notify us promptly at grievance@spexx.in if you suspect any unauthorised use of your account. You are responsible for the acts and omissions of users you invite to your business or branches.

4. Subscriptions, billing, and taxes

Subscriptions are charged per branch. When you enable a product for a branch, you subscribe to the applicable plan for that branch, and fees accrue for each branch separately. Current prices are shown on our pricing page and at checkout.

• Taxes — All fees are exclusive of taxes. Goods and Services Tax (GST) and any other applicable statutory levies will be added to your invoice at the prevailing rate and are payable by you. We issue GST-compliant tax invoices.
• Payment methods — You may pay online through our supported payment partners or, where we agree in writing, by offline methods such as bank transfer. You authorise us and our payment partners to charge your selected method for all fees due.
• Renewals — Subscriptions renew automatically at the end of each term at the then-current price unless cancelled before the renewal date. You may manage or cancel a branch subscription from your account.
• Late or failed payment — If a payment fails or remains unpaid, we may suspend or downgrade the affected branch or product after reasonable notice.

Refunds, where available, are governed by our Refund Policy.

5. Trials

We may offer a free trial for some products. A trial gives you access for a stated period at no charge. Unless you cancel before the trial ends, the subscription for the relevant branch will begin and you will be charged at the applicable price. We may change or withdraw trial offers at any time. Trials are intended for evaluation and are subject to these Terms.

6. Acceptable use

Your use of the Services must comply with our Acceptable Use Policy and with applicable law, including the Information Technology Act, 2000 and the Information Technology (Intermediary Guidelines and Digital Media Ethics Code) Rules, 2021. You must not use the Services to store or transmit unlawful content, to infringe the rights of others, to attempt to gain unauthorised access to systems, or to disrupt the integrity or performance of the Services.

7. Customer data and roles

You retain all rights in the data you and your users submit to the Services ("Customer Data"). For personal data contained in Customer Data, you act as the Data Fiduciary (controller) and Spexx acts as a Data Processor that processes such data on your behalf and on your documented instructions, in accordance with the Digital Personal Data Protection Act, 2023 (DPDP Act). Where required, we will enter into a Data Processing Addendum with you. You are responsible for the accuracy and lawful collection of Customer Data, for providing required notices, and for obtaining any consents needed for us to process it. We will process Customer Data only as necessary to provide the Services and as described in our Privacy Policy.

8. Intellectual property

The Services, including all software, designs, text, and trademarks, are owned by Spexx or its licensors and are protected by applicable laws. Subject to these Terms, we grant you a limited, non-exclusive, non-transferable, revocable right to access and use the Services for your internal business purposes during your subscription. You may not copy, modify, reverse engineer, resell, or create derivative works from the Services except as permitted by law. We may use aggregated, anonymised data that does not identify you or any individual to operate and improve the Services.

9. Third-party services

The Services may integrate with or link to third-party services, such as payment gateways, communication providers, or government systems. Your use of those services is governed by their own terms and policies. We are not responsible for third-party services and do not control or guarantee their availability, content, or practices.

10. Warranties and disclaimers

We will provide the Services with reasonable skill and care. Except as expressly stated in these Terms, the Services are provided "as is" and "as available" without warranties of any kind, whether express or implied, including implied warranties of merchantability, fitness for a particular purpose, and non-infringement. We do not warrant that the Services will be uninterrupted, error-free, or fully secure. Any service availability commitments are stated only in our Service Level Agreement where one applies.

11. Limitation of liability

To the maximum extent permitted by law, neither party will be liable for any indirect, incidental, special, consequential, or punitive damages, or for any loss of profits, revenue, data, or goodwill, arising out of or relating to these Terms or the Services. Our total aggregate liability arising out of or relating to these Terms will not exceed the total fees you paid to us for the affected branch and product in the twelve months immediately preceding the event giving rise to the claim. Nothing in these Terms excludes liability that cannot be excluded under applicable law.

12. Indemnity

You agree to indemnify and hold harmless Spexx and its officers, employees, and agents from and against any claims, damages, liabilities, and reasonable expenses arising out of your Customer Data, your use of the Services in breach of these Terms or applicable law, or your infringement of the rights of any third party. We will give you prompt notice of any such claim and reasonable cooperation in its defence.

13. Suspension and termination

You may stop using the Services and cancel a subscription at any time through your account. We may suspend or terminate your access, in whole or in part, if you materially breach these Terms, fail to pay fees when due, or use the Services in a way that poses a security, legal, or reputational risk. Where practical, we will give you notice and an opportunity to cure. On termination, your right to use the affected Services ends. We will make Customer Data available for export for a limited period after termination, after which we may delete it in accordance with our retention practices and applicable law.

14. Governing law and jurisdiction

These Terms are governed by the laws of India. Subject to any agreed dispute resolution process, the courts at [City], India will have exclusive jurisdiction over any dispute arising out of or relating to these Terms or the Services.

15. Changes

We may update these Terms from time to time to reflect changes in our Services or in law. When we make material changes, we will post the updated Terms and revise the "Last updated" date above, and where required we will give you reasonable notice. Your continued use of the Services after the changes take effect constitutes acceptance of the updated Terms.

16. Contact

For questions about these Terms, or to raise a grievance, you may contact our Grievance Officer: