Terms of Service

By registering for a free trial, by purchasing a subscription or licence, or by installing, activating, accessing, or using the software in any manner, the Customer confirms that it has read these Terms in full, that it understands them, and that it accepts and agrees to be bound by them. Where a person accepts these Terms on behalf of a business, firm, or other entity, that person represents and warrants that they are duly authorised to bind that entity, and "you" and "your" shall be read accordingly. If the Customer does not agree with any part of these Terms, it must not access or use the software.

The Customer acknowledges and agrees that it is acquiring and using the software exclusively for its business, trade, professional, or commercial purposes, and not as a "consumer", and that this Agreement is a commercial, business-to-business arrangement entered into in the course of the Customer's business. The Customer further acknowledges that it enters into this Agreement on an arm's-length basis, of its own free will, with equal opportunity to review its terms, to seek independent legal and professional advice, and to negotiate or decline, and that the terms — including those limiting SCREL's liability and allocating risk — are fair, reasonable, and were understood by the Customer before acceptance. These terms have been priced into the fees, and the Customer would have been charged materially higher fees in their absence.

SCREL grants to the registered Customer a limited, non-exclusive, non-transferable, non-sublicensable, and revocable licence to use the software solely for the Customer's own internal business purposes, for the duration of an active subscription or support plan and subject to continuing compliance with these Terms. The licence extends only to the location or locations, number of users, terminals, branches, devices, and modules specified in the plan or order accepted by the Customer, and any use beyond that scope requires a separate arrangement and additional fees. The licence confers a right to use only and transfers no ownership of, or title to, the software or any part of it.

Except to the extent expressly permitted by these Terms or by a law that cannot be excluded, the Customer shall not, and shall not permit any person to: copy, reproduce, republish, distribute, rent, lease, lend, sell, or otherwise commercially exploit the software; reverse engineer, decompile, disassemble, or attempt to discover or derive its source code, structure, or underlying ideas; modify, adapt, translate, or create derivative works from it without SCREL's prior written consent; remove, alter, or obscure any proprietary notice, mark, or label; use it to build or assist in building a competing product, or provide it to third parties on a bureau, hosting, or service basis; share licence keys or access credentials beyond the licensed scope; or circumvent, disable, or interfere with any licensing, security, or authentication mechanism. Any breach of this clause is a material breach entitling SCREL to suspend or terminate the licence immediately.

SCREL reserves the right, on reasonable notice, to verify the Customer's compliance with the licensed scope, including through technical means built into the software or through a reasonable audit of usage. If verification reveals use in excess of the licensed scope, the Customer shall promptly pay the additional fees applicable to the actual usage, without prejudice to SCREL's other rights.

The software, together with all intellectual property rights in it — including its source code and object code, its design, structure, and architecture, its user interface and visual elements, its documentation, databases, and the SCREL and SincA names, logos, and trademarks, and all associated know-how — is and shall at all times remain the sole and exclusive property of SCREL and its licensors, and is protected under the Copyright Act, 1957, the Trade Marks Act, 1999, and other applicable laws. Nothing in these Terms transfers any such right to the Customer, and all rights not expressly granted are reserved by SCREL. The Customer shall not use the SCREL or SincA name, logo, or trademarks without SCREL's prior written permission, except as reasonably necessary to identify SCREL as the provider of the software. Where the Customer offers any feedback, suggestion, or idea for improvement, SCREL may use and exploit it freely, without restriction and without any obligation or payment to the Customer.

Unless otherwise agreed in writing, the software is supplied on a subscription basis and the right to use it is limited to the subscription term. Each subscription must be renewed on or before its expiry date for access to continue without interruption, and it is solely the Customer's responsibility to track the expiry date and to arrange renewal in good time. Any renewal reminder that SCREL may issue is a courtesy only, and the issuing of, or any failure to issue, such a reminder does not shift that responsibility to SCREL.

If a subscription is not renewed before it expires, SCREL may, without liability, suspend or discontinue the associated services, including access to the software, technical support, and updates. Renewal fees are payable at the rates prevailing at the time of renewal, which may differ from those paid for any earlier term. On expiry or non-renewal, the Customer's right to use the software ceases, and the Customer remains solely responsible for retrieving or exporting its own data before that right ends.

Full payment of the applicable fees must be made before the software is activated, unless SCREL has expressly approved credit terms in writing. All fees are exclusive of taxes; Goods and Services Tax (GST) and any other statutory tax, levy, cess, or duty shall be charged in addition and borne by the Customer. Where credit terms are approved, each invoice must be settled within the agreed credit period.

Without prejudice to any other right, SCREL may suspend software access and support services where any amount is overdue, and any amount not paid by its due date shall carry interest at one and a half percent (1.5%) per month (18% per annum), or such lower rate as the law may require, from the due date until payment. The parties agree that this rate is a genuine and reasonable pre-estimate of the cost to SCREL of delayed payment and constitutes reasonable compensation within the meaning of Section 74 of the Indian Contract Act, 1872, and not a penalty. Save as expressly provided in Clause 6, all fees once paid are final and non-refundable. SCREL may revise its fees, plans, and pricing from time to time, with revised fees taking effect from the next renewal or as otherwise notified. The Customer is responsible for supplying accurate billing information and for any bank, payment-gateway, or transaction charges.

SCREL provides a three-day free trial of the SincA ERP software so that a prospective customer may evaluate its features and assess its suitability before purchase. The Customer is encouraged to test the software thoroughly during the trial against its own business requirements and to satisfy itself as to the software's features and functionality before making any payment. The trial may carry limited features or capacity and is provided strictly on an "as is" basis, without warranty of any kind.

Once the Customer proceeds, after the free trial, to purchase a subscription or licence, all payments become final and non-refundable. No refund whatsoever will be given in respect of subscription fees, licence fees, implementation charges, customization charges, training fees, renewal fees, onsite charges, or any other service charge, once payment has been made, whether or not the software is subsequently used. By making payment, the Customer irrevocably acknowledges and confirms that it has completed the trial period, evaluated the software, and accepted its features and functionality in their then-current state, and that its decision to purchase is informed and final. This policy operates to the fullest extent permitted by applicable law.

Standard installation of the software and basic user training are included as part of the plan selected by the Customer. Onsite visits and any custom implementation fall outside the standard scope and may be charged separately, subject to scheduling and the availability of SCREL's engineers. The Customer shall provide a suitable operating environment — including compatible hardware, a supported operating system, reliable internet connectivity, and adequate electrical infrastructure — as reasonably required. Where installation or training is delayed by the Customer's failure to provide access, information, or a properly prepared environment, timelines may be affected and additional charges may apply, and SCREL shall not be liable for any resulting delay.

SCREL provides technical support on a 24/7 basis through remote assistance, telephone, and WhatsApp. While SCREL endeavours to respond promptly, response and resolution times are not guaranteed and may vary with the nature, complexity, and priority of the issue. If every support engineer is engaged when a request is made, the request will be logged and attended to as soon as an engineer becomes available; issues that critically affect the Customer's business operations will be prioritised so far as reasonably practicable. Nothing in this clause constitutes a binding service-level guarantee unless a separate service-level agreement has been signed.

Support is provided only for software-related issues within the Customer's active subscription or support plan. Onsite support, custom development, additional training, and any service outside the standard scope may attract additional charges. Support does not extend to issues arising from third-party software or services, hardware faults, network or power failures, misuse or unauthorised modification of the software, or any use contrary to these Terms or to SCREL's reasonable instructions, and SCREL shall have no liability in respect of such issues.

SCREL may from time to time release updates, patches, and minor improvements, which may be applied automatically or on request to correct errors, address security, or enhance performance. Major upgrades and new modules fall outside routine maintenance and may require additional payment, and may be offered as separate plans or optional add-ons. SCREL may modify, enhance, or discontinue particular features where it reasonably considers this necessary or desirable — for example to improve performance, strengthen security, or maintain legal compliance — and will give reasonable notice of material changes where practicable. The Customer is responsible for keeping its own environment compatible with supported versions of the software, and SCREL is not obliged to support superseded or unsupported versions.

The Customer agrees to provide accurate, current, and complete business information at registration and to keep it up to date. The Customer is responsible for maintaining the confidentiality and security of its usernames, passwords, and access credentials, and is treated as responsible for all activity under its account. Except where a backup service is specifically included in its subscription, the Customer is responsible for keeping regular backups of its own data. The Customer shall use the software only for lawful business purposes and in compliance with all applicable laws, including its tax, GST, invoicing, and record-keeping obligations, and shall not use the software to store or process unlawful content or to infringe the rights of any person. The Customer shall promptly notify SCREL of any unauthorised access to, security breach affecting, or suspected misuse of the software or its account, and warrants that it holds all rights and consents necessary in respect of the data it enters and that such data is accurate. The Customer alone is responsible for the correctness of its configurations, master data, tax settings, pricing, and the outputs it generates and relies upon.

All customer data remains the property of the Customer. In relation to personal data processed through the software, the Customer is the Data Fiduciary and SCREL acts as a Data Processor processing such personal data only on the Customer's documented instructions and for the purpose of providing, supporting, maintaining, and improving the software, in accordance with the Digital Personal Data Protection Act, 2023 and the Digital Personal Data Protection Rules, 2025. As the Data Fiduciary, the Customer is solely responsible for establishing a lawful basis for processing, for issuing all required notices, for obtaining and managing all consents from its own customers, employees, and contacts, for responding to data-principal rights requests, and for the lawfulness, accuracy, and content of the customer data. The Customer shall indemnify SCREL against any claim, proceeding, penalty, or loss brought by a data principal, the Data Protection Board of India, or any authority to the extent arising from the customer data or from the Customer's instructions, acts, or omissions.

SCREL will take reasonable technical and organisational security safeguards to protect customer data against loss, misuse, and unauthorised access, consistent with its obligations under applicable law. Given the inherent nature of information technology, however, SCREL does not and cannot guarantee absolute security or protection against every cyber threat, vulnerability, intrusion, or unforeseen event, and, to the maximum extent permitted by law, SCREL is not liable for any unauthorised access to, or loss or corruption of, data that occurs despite such reasonable safeguards, or that results from the Customer's own acts, omissions, credential handling, or environment. In the event of a personal data breach, SCREL will, as processor, cooperate reasonably with the Customer and provide such assistance as is reasonably required to enable the Customer to meet its statutory notification obligations; the parties acknowledge that certain breach-notification and cooperation duties under the DPDP Act, 2023 and the CERT-In directions are statutory and apply regardless of this Agreement. On termination or expiry, SCREL may retain, delete, or return customer data in accordance with its data-retention practices and applicable law, and the Customer should export any data it requires before its access ends.

Unless a backup service is expressly included in the Customer's subscription, the Customer is solely responsible for taking and verifying regular backups of its data, and SCREL shall bear no liability for any loss of data that the Customer could have avoided by maintaining its own backups. It is the Customer's responsibility to retrieve or export its data before the expiry, suspension, or termination of its subscription, after which SCREL is under no obligation to preserve or provide such data except as required by law.

The software may integrate with, or rely upon, services operated by third parties, including but not limited to WhatsApp, payment gateways, SMS providers, the GST portal, and delivery platforms. These services are provided and controlled by the third parties concerned and not by SCREL. SCREL is therefore not responsible for any service interruption, pricing change, change to an application programming interface, feature removal, or downtime caused by a third-party provider. The Customer's use of any such service may be governed by the separate terms, policies, and charges of the relevant provider, which the Customer is responsible for reviewing and accepting. SCREL does not warrant the availability, accuracy, or performance of any third-party service and shall not be liable for any loss arising from its use, unavailability, or malfunction.

Any customization requested by the Customer will be assessed and quoted separately, and will proceed only once the Customer has approved the quotation. Once approved, customization charges are non-refundable. Delivery timelines may vary with the complexity of the project, the extent of any change to the agreed scope, and the timeliness of the Customer's cooperation and approvals, and any change to an approved scope may require a revised quotation and timeline. Unless the parties agree otherwise in writing, all intellectual property in any custom development, and in the tools, frameworks, and reusable components created by SCREL in the course of it, vests in and remains the property of SCREL, and the Customer receives a licence to use that customization as part of the software.

SCREL warrants only that it has the right to grant the licence set out in these Terms and that it will provide the software and support with reasonable skill and care. Except for that express warranty, and to the maximum extent permitted by applicable law, the software is provided on an "as is" and "as available" basis, without warranty or condition of any kind, whether express, implied, statutory, or otherwise, including any implied warranty of merchantability, fitness for a particular purpose, non-infringement, accuracy, or uninterrupted or error-free operation, all of which are expressly disclaimed. SCREL does not warrant that the software will meet all of the Customer's requirements, that every defect will be corrected, or that operation will be uninterrupted or error-free. The Customer is responsible for satisfying itself that the software is suitable for its business and for verifying the accuracy of the outputs it generates — including tax, invoice, and financial figures — before relying on them.

To the maximum extent permitted by applicable law, SCREL (together with its directors, officers, employees, and agents) shall not be liable, whether in contract, tort (including negligence), under statute, or otherwise, for any indirect, incidental, special, consequential, exemplary, or punitive loss or damage, nor for any loss of profits, revenue, business, production, goodwill, data, or anticipated savings, nor for business interruption or third-party claims, arising out of or in connection with the software or this Agreement, even if SCREL has been advised of the possibility of such loss.

In every case, and regardless of the number or nature of claims, the total aggregate liability of SCREL arising out of or in connection with this Agreement shall not exceed the total amount of fees actually paid by the Customer to SCREL for the software during the twelve (12) months immediately preceding the event giving rise to the claim. This limitation reflects a deliberate and reasonable allocation of risk between commercial parties, has been taken into account in setting the fees, and the Customer accepts it as fair and reasonable.

Nothing in these Terms excludes or limits any liability that cannot lawfully be excluded or limited, including liability for fraud, for wilful misconduct, or for death or personal injury caused by negligence; this Agreement is to be read as preserving such liability. SCREL shall have no liability for any loss arising from the Customer's own failure to maintain backups, to keep its credentials secure, to renew its subscription, to configure the software correctly, or otherwise to comply with these Terms, or from any matter beyond SCREL's reasonable control.

The Customer shall indemnify, defend, and hold harmless SCREL together with its directors, officers, employees, and agents, from and against any and all claims, demands, actions, proceedings, damages, losses, liabilities, penalties, costs, and expenses (including reasonable legal fees) arising out of or in connection with: the Customer's use or misuse of the software; the Customer's breach of these Terms or of any applicable law; any customer data, including any claim that it infringes or has harmed the rights of a third party or breaches data-protection law; the Customer's failure to obtain any necessary consent or to maintain any required record; and any claim by a data principal, authority, or third party to the extent arising from the Customer's acts, omissions, or instructions. This indemnity survives termination or expiry of this Agreement.

SCREL may suspend or restrict access to the software where the subscription has expired, where fees are overdue, where the Customer is in breach of these Terms, or where suspension is reasonably necessary to protect the security or integrity of the software or of other customers, and shall not be liable for any consequence of a suspension properly made. Either party may terminate this Agreement by written notice if the other commits a material breach that is not remedied within thirty (30) days of written notice requiring it to be remedied. SCREL may terminate with immediate effect in cases of unlawful use, non-payment, breach of the licence or intellectual property provisions, insolvency of the Customer, or conduct that harms the software, other customers, or SCREL's systems.

On termination or expiry for any reason, the Customer's right to use the software ceases immediately and the Customer must stop all use of it. Termination does not relieve the Customer of any obligation to pay fees accrued up to the date of termination, and no refund is payable on termination. Those provisions which by their nature are intended to survive — including those on intellectual property, fees, confidentiality, data protection, warranties and disclaimers, limitation of liability, indemnity, and governing law and dispute resolution — survive termination or expiry.

Each party may receive confidential information of the other, including pricing, business processes, technical information, and non-public data. Each party shall keep such information confidential, use it only for the purposes of this Agreement, and not disclose it to any third party without the other's consent. These obligations do not apply to information that is or becomes public otherwise than through breach of this Agreement, that is independently developed without reference to the other party's confidential information, or that is required to be disclosed by law or a competent authority, provided that, where lawful, prompt notice of any required disclosure is given.

SCREL shall not be liable for any delay in performing, or failure to perform, its obligations where that delay or failure results from a cause beyond its reasonable control, including natural disasters, floods, fire, epidemics or pandemics, failures of power or internet connectivity, acts or restrictions of government, changes in law, strikes and industrial action, war, civil unrest, acts of terrorism, cyber-attacks, and the failure or unavailability of third-party providers or infrastructure. During such an event, the affected obligations are suspended, and SCREL shall use reasonable efforts to resume performance as soon as the event allows.

Any notice under these Terms shall be in writing and sent to the contact details on record for the relevant party, and may be given by email, which the parties agree constitutes valid written notice. Notices are deemed received on the day of delivery if sent during business hours on a working day, and otherwise on the next working day.

SCREL may update or modify these Terms from time to time to reflect changes in the software, in its business practices, or in applicable legal or regulatory requirements. Updated Terms take effect from the date they are published or notified, and the Customer's continued use of the software after that date constitutes acceptance of the revised Terms. It is the Customer's responsibility to review the current version from time to time.

This Agreement, and any dispute or claim arising out of or in connection with it or its subject matter, shall be governed by and construed in accordance with the laws of India. The parties shall first attempt to resolve any dispute amicably through good-faith discussion. If a dispute is not resolved within thirty (30) days, it shall be referred to and finally resolved by arbitration before a sole arbitrator appointed by SCREL with the Customer's consent (such consent not to be unreasonably withheld), conducted under the Arbitration and Conciliation Act, 1996 and any statutory amendment or re-enactment of it; the seat and venue of arbitration shall be Kerala, India, the language shall be English, and the arbitral award shall be final and binding on the parties. Subject to the arbitration provision, the courts at Kerala, India shall have exclusive jurisdiction over any matter arising out of or in connection with this Agreement, including any application for interim or injunctive relief, which either party may seek from those courts. Nothing in this clause shortens or purports to shorten the period of limitation prescribed by law for bringing a claim.

These Terms, together with any order, plan, or quotation accepted by the Customer, constitute the entire agreement between the parties in relation to the software and supersede all prior discussions, understandings, representations, and warranties relating to it. The Customer acknowledges that it has not relied on any statement, representation, or assurance that is not expressly set out in these Terms, and waives any claim based on any such representation (save for fraud). If any provision, or part of a provision, of these Terms is held by a court, tribunal, or authority to be invalid, unenforceable, or excessive, that provision shall be read down and enforced to the maximum extent permissible, or, if that is not possible, severed, and the remaining provisions shall continue in full force and effect; in particular, if any limitation of liability is held to exceed what the law permits, it shall be reduced to the maximum permissible and not struck out entirely. No failure or delay by SCREL in exercising any right operates as a waiver of it, and no single or partial exercise prevents any further exercise. The Customer may not assign or transfer its rights or obligations without SCREL's prior written consent, whereas SCREL may assign or transfer this Agreement in connection with a merger, acquisition, or transfer of its business. Nothing in these Terms creates any partnership, joint venture, agency, or employment relationship, and this Agreement confers no rights on any third party.

Any question about these Terms, about a subscription, or about support may be directed to SCREL INFO Private Limited at its registered office at Kakkanchery, Kerala, India, by email at info@screl.com, by telephone or WhatsApp on +91 8001070000, or through the Company's website at www.screl.com.