Terms of Service & Commercial Agreement
Solanacy Websoft Suite & POS Engines

Preamble, Acceptance & Electronic Contract

This Master Commercial Terms of Service Agreement ("Agreement") constitutes a legally binding electronic contract executed under the provisions of the Information Technology Act, 2000 (specifically Section 10A regarding validity of contracts formed through electronic means), the Indian Contract Act, 1872, and the Bharatiya Sakshya Adhiniyam, 2023 (BSA) governing the legal recognition and admissibility of electronic agreements, digital signatures, and electronic records (Sections 61 & 63).

This Agreement is entered into between Solanacy Technologies (hereinafter "Solanacy", "We", "Us", or "Service Provider"), having its principal development office in Howrah, West Bengal 711101, India, and the business entity or individual proprietor registering for, purchasing, deploying, or utilizing any component of the Solanacy Websoft Suite (hereinafter "Merchant", "Client", "Licensee", or "You").

Licensing Models vs. Full Code Ownership

Solanacy Websoft provides two distinct commercial deployment models to suit varying enterprise requirements:

Merchant Accounts & Role-Based Security

To maintain system integrity and statutory audit trails across all POS terminals and administrative dashboards:

• Business Identity Verification: Merchants must provide verifiable business details including registered GSTIN, trade name, and authorized signatory contact numbers prior to production deployment.
• Staff Role-Based Permissions: The Merchant is solely responsible for creating and provisioning internal staff roles (Cashier, Steward, Pharmacist, Store Manager). Actions performed under an employee login (such as applying discounts, voiding bills, or processing returns) are legally attributed to the Merchant.
• Credential Hygiene: Super-admin passwords and API secret keys must be kept strictly confidential. Solanacy will never solicit passwords via phone or email.

Industry-Specific Operational Compliance

Each Websoft edition includes specialized workflows subject to relevant statutory guidelines in India:

• Pharmacy & Clinic ERP: Designed in compliance with the Drugs and Cosmetics Act, 1940 and Pharmacy Practice Regulations. The Merchant warrants that Schedule H/H1 and narcotic drugs are dispensed strictly pursuant to valid registered doctor prescriptions. Solanacy Technologies provides enterprise software infrastructure only and does not manufacture, verify, or dispense pharmaceuticals.
• Restaurant & Cafe KOT: The Merchant is responsible for configuring accurate Goods and Services Tax (GST) slabs (e.g. 5% without ITC or 18% with ITC) and maintaining compliance with FSSAI Food Safety Standards for menu allergens and nutritional declarations.
• Grocery POS & Supermarket: Hardware integrations with digital weighing scales must comply with the Legal Metrology Act, 2009. The Merchant is responsible for periodic physical calibration of connected scales and barcode scanners.
• E-Commerce & Retail Engine: The Merchant must comply with the Consumer Protection (E-Commerce) Rules, 2020, including accurate product descriptions, country of origin disclosures, clear return/refund policies, and transparent delivery fee displays.

WhatsApp Business API & Anti-Spam Policy

Solanacy Websoft integrates directly with the official Meta WhatsApp Cloud API to facilitate automated digital billing and transactional notifications. The Merchant agrees to the following binding messaging rules:

• Mandatory Opt-Out Honoring: All automated WhatsApp invoices generated by Websoft include the statutory opt-out instruction. If an end-customer replies with STOP, the system automatically blacklists that number from automated receipts. Merchants must not circumvent this block.

Payment Gateways, Settlements & UPI QR

Solanacy Websoft facilitates integrations with RBI-authorized payment aggregators (Razorpay, Cashfree, Pine Labs, Paytm) and dynamic UPI QR generators:

• Direct Merchant Settlements: Solanacy Technologies is not a payment aggregator, money transmitter, or escrow holder. All customer payments processed via UPI QR codes, soundboxes, or payment gateway links settle directly into the Merchant's verified bank account via the respective payment aggregator.
• Merchant Disputed Charges (Chargebacks): The Merchant is solely responsible for handling customer refunds, dispute settlements, and chargebacks resulting from store transactions.
• PCI-DSS Card Security: Solanacy Websoft does not store, view, or retain cardholder credit/debit card numbers, expiration dates, or CVVs. All electronic payment data is processed using encrypted tokenization compliant with RBI mandates.

Service Level Agreement (SLA) & Support

For clients operating on Solanacy-hosted cloud infrastructure, the following Service Level Agreement standards apply:

Direct Engineering WhatsApp Desk: Solanacy eliminates multi-tier support queues. Active commercial clients receive direct access to development engineers via dedicated WhatsApp channel (+91 62907 56823) operating Monday through Saturday, 09:00 to 21:00 IST, with emergency 24/7 on-call coverage for P1 outages.

Commercial Fees, Invoicing & Taxation

Software licensing, custom development, and cloud hosting fees are governed by the following commercial conditions:

• Goods and Services Tax (GST): All quoted software licensing and engineering fees are exclusive of GST. In accordance with Indian tax statutes, GST @ 18% (SAC Code 998314 - Information Technology Software Services) will be added to all tax invoices.
• Payment Milestone Deliverables: Bespoke development or full buyout projects follow a structured milestone schedule (typically 50% advance upon project commissioning and 50% upon final staging approval and handover).
• Annual Hosting & Maintenance Renewals: For hosted cloud accounts, renewal invoices are generated 30 days prior to expiration. Failure to remit hosting fees following a 15-day grace period may result in automated instance suspension.

Data Sovereignty & DPDP Act Compliance

Both parties agree to uphold statutory data protection obligations in accordance with the Digital Personal Data Protection Act, 2023 and the Solanacy Websoft Privacy Policy:

• Data Ownership: All merchant inventory records, customer lists, prescription archives, sales histories, and financial ledgers remain the sole and exclusive proprietary property of the Merchant. Solanacy asserts zero property rights over merchant data.
• Indian Data Localization: All production databases and automated backups are physically maintained in AWS Asia Pacific (Mumbai) data centers.
• Statutory Privacy Reference: Complete details regarding data processing categories, subprocessors, encryption protocols, and data principal rights are incorporated herein by reference from the Websoft Privacy Policy.

Intellectual Property Rights & Restrictions

Intellectual property rights governing Solanacy Websoft are delineated as follows:

• Solanacy Core Frameworks: The underlying foundational architecture, core billing algorithms, proprietary WebAssembly modules, and framework libraries remain the copyrighted intellectual property of Solanacy Technologies.
• Client Customizations: Custom UI themes, merchant-specific business logic, and bespoke workflow scripts developed specifically for the Merchant become the property of the Merchant upon full payment of fees.
• Prohibited Conduct: Unless expressly authorized under a Zero-Rent Full Buyout agreement, the Licensee shall not: (i) reverse engineer, decompile, or disassemble binary modules; (ii) resell or sublicense Websoft to competing third-party businesses; (iii) remove proprietary copyright notices or trademarks.

Limitation of Liability & Indemnification

To the maximum extent permitted by applicable Indian law:

Exclusions: Solanacy Technologies shall not be liable for: (i) merchant tax miscalculations resulting from improper tax rate configurations entered by store staff; (ii) local internet service provider (ISP) outages or hardware malfunctions of connected third-party barcode scanners, thermal receipt printers, or weighing scales; (iii) lost profits, indirect, punitive, or consequential damages.

Merchant Indemnification & Criminal Liabilities (BNS 2023): The Merchant agrees to defend, indemnify, and hold harmless Solanacy Technologies, its engineers, and officers against any third-party claims, statutory penalties, or legal costs arising from: (i) merchant sale of counterfeit, illegal, or expired goods; (ii) dispensing of prescription medicines in violation of the Drugs and Cosmetics Act; (iii) transmission of unsolicited spam via the WhatsApp API. Any fraudulent chargebacks, deliberate alteration of digital fiscal records, or unauthorized data exfiltration will be prosecuted under the Bharatiya Nyaya Sanhita, 2023 (BNS) (including Section 316 for Criminal Breach of Trust, Section 318 for Cheating, and Section 336 for Forgery of electronic records) in conjunction with the Information Technology Act, 2000.

Termination, Jurisdiction & Dispute Resolution

This Agreement remains in effect until terminated in accordance with the following provisions:

• Termination for Convenience: Either party may terminate a hosted SaaS subscription by providing thirty (30) days written notice prior to the renewal date.
• Data Extraction Window: Upon contract termination, the Merchant will be afforded a fourteen (14) calendar day grace period to generate a complete export of all database ledgers and customer records in standard CSV or SQL dump format, after which hosted cloud databases are permanently shredded.
• Governing Law & Arbitration: This Agreement shall be governed by and construed in accordance with the laws of the Republic of India. Any dispute, controversy, or claim arising out of this Agreement shall be resolved through binding arbitration conducted in Kolkata / Howrah, West Bengal, in accordance with the Arbitration and Conciliation Act, 1996. The courts in Howrah / Kolkata, West Bengal shall hold sole and exclusive jurisdiction.