Terms & Conditions

1. Acceptance of Terms

These Terms and Conditions ("Terms") constitute a legally binding agreement between Invasystems Pvt Ltd ("Invasystems", "we", "us", or "our") and the entity or individual ("Customer", "you", or "your") accessing or using the FieldDNA platform and related services (collectively, the "Service").

By (a) clicking "I Agree" or any similar acceptance mechanism, (b) accessing or using the Service, or (c) signing an Order Form that references these Terms, you agree to be bound by these Terms and our Privacy Policy, which is incorporated herein by reference.

If you are accepting these Terms on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind that entity to these Terms. In such a case, "you" and "your" refer to that entity.

2. Definitions

• "Authorised User" means any individual (employee, contractor, or agent) authorised by the Customer to access and use the Service under the Customer's subscription.
• "Customer Data" means all data, content, and information submitted, uploaded, or generated by or on behalf of the Customer through the Service.
• "Documentation" means user guides, technical specifications, and help content made available by Invasystems for the Service.
• "Order Form" means a written or electronic order or subscription agreement that specifies the commercial terms of the subscription, including the subscription tier, number of licences, fees, and term.
• "Service" means the FieldDNA SaaS platform, including all modules, APIs, mobile applications, and related services provided by Invasystems under these Terms.
• "Subscription Term" means the period for which the Customer has subscribed to the Service as specified in the relevant Order Form.

3. Account Registration and Eligibility

3.1 Eligibility

The Service is available only to businesses and their authorised personnel. FieldDNA is not designed for, and may not be used by, individuals for personal, family, or household purposes. You must be at least 18 years old and legally capable of entering into a binding contract.

3.2 Account Creation

To access the Service, the Customer must register for an account by providing accurate, current, and complete information as prompted. You agree to keep your registration information up to date.

3.3 Account Security

You are responsible for maintaining the confidentiality of your account credentials. You agree to:

• Use strong, unique passwords and enable multi-factor authentication where available
• Not share credentials with any party outside your organisation's Authorised Users
• Notify Invasystems immediately at security@invasystems.com if you suspect any unauthorised access
• Accept responsibility for all activity that occurs under your account

3.4 Administrator Responsibility

The Customer's designated administrator(s) are responsible for managing Authorised User access, including provisioning, deprovisioning, and ensuring users comply with these Terms.

4. Licence to Use FieldDNA

4.1 Grant of Licence

Subject to these Terms and timely payment of applicable fees, Invasystems grants the Customer a limited, non-exclusive, non-transferable, non-sublicensable licence to access and use the Service during the Subscription Term, solely for the Customer's internal business operations and in accordance with the Documentation and any applicable Order Form.

4.2 Restrictions

The Customer shall not, and shall not permit any Authorised User or third party to:

• Copy, modify, adapt, translate, create derivative works of, or reverse-engineer any part of the Service
• Sublicense, resell, rent, lease, transfer, or otherwise make the Service available to third parties except as expressly authorised
• Use the Service to build a competitive product or service
• Access the Service by means other than the interfaces authorised by Invasystems
• Circumvent, disable, or interfere with security features or access controls
• Scrape, harvest, or extract data from the Service using automated means without prior written consent
• Use the Service in any manner that violates applicable law or these Terms

4.3 Permitted Users

The licence is limited to the number of Authorised User seats specified in the Order Form. The Customer may not exceed the licensed seat count without purchasing additional licences.

5. Acceptable Use Policy

The Customer is responsible for ensuring that all use of the Service by its Authorised Users complies with this Acceptable Use Policy. The following are prohibited:

• Illegal activity: Using the Service in violation of any applicable local, national, or international law or regulation
• Harmful content: Uploading, transmitting, or storing content that is defamatory, obscene, hateful, threatening, or infringes third-party rights
• Interference: Attempting to interfere with, disrupt, or degrade the performance of the Service or its infrastructure
• Malicious code: Introducing viruses, malware, ransomware, or any other harmful code
• Unauthorised access: Attempting to gain unauthorised access to any part of the Service, other customers' data, or Invasystems' systems
• Excessive load: Placing an unreasonable or disproportionate load on the Service infrastructure
• Misrepresentation: Impersonating any person or entity or misrepresenting your affiliation
• Data scraping: Using bots, crawlers, or automated tools to extract data without authorisation

Invasystems reserves the right to suspend or terminate access if it reasonably believes a violation has occurred, without prior notice in cases of serious or urgent breach.

6. Subscriptions, Fees, and Payment

6.1 Subscription Tiers

The Service is offered on a subscription basis. Available tiers, features, and pricing are set out on the FieldDNA pricing page or in the relevant Order Form. Invasystems may update its pricing with reasonable notice as described in Section 16.

6.2 Billing and Payment

• Fees are billed in advance on a monthly or annual basis, as selected in the Order Form.
• Payment is due within [30] days of the invoice date unless otherwise specified.
• All fees are quoted exclusive of applicable taxes (including GST). The Customer is responsible for all taxes applicable to its subscription.
• Invoices will be issued in Indian Rupees (INR) unless an alternative currency is agreed in writing.

6.3 Late Payment

If payment is not received by the due date, Invasystems may: (a) charge interest on overdue amounts at the rate of 1.5% per month or the maximum rate permitted by applicable law, whichever is lower; and/or (b) suspend access to the Service after [10] business days' written notice, until payment is received in full.

6.4 No Refunds

Except as set out in our Refund & Cancellation Policy or as required by applicable law, all fees paid are non-refundable. Unused subscription periods are not eligible for refunds upon voluntary cancellation.

6.5 Price Changes

Invasystems may adjust subscription pricing with at least [60] days' written notice prior to the renewal of the Subscription Term. Continued use after the effective date of a price change constitutes acceptance of the new pricing.

7. Free Trials and Pilots

Invasystems may offer free trial or pilot access to the Service at its discretion. During a free trial or pilot period:

• These Terms apply in full, except that no fees are charged during the trial period
• The Service is provided "as is" without any warranties or SLA commitments
• Invasystems may terminate the trial at any time without notice
• Customer Data entered during a trial may be deleted upon trial expiry unless the Customer converts to a paid subscription within [30] days

8. Intellectual Property

8.1 Invasystems IP

The Service, including all software, algorithms (including AI models), user interfaces, documentation, trademarks, and all other content provided by Invasystems, is and remains the exclusive intellectual property of Invasystems Pvt Ltd or its licensors. These Terms do not transfer any ownership rights to the Customer.

8.2 Customer Data

The Customer retains all intellectual property rights in its Customer Data. The Customer grants Invasystems a limited, non-exclusive, royalty-free licence to access, process, and use Customer Data solely to the extent necessary to provide and improve the Service.

8.3 Aggregated Anonymous Data

Invasystems may use aggregated and anonymised data derived from Customer Data and usage patterns — in a form that does not identify the Customer or any individual — for purposes of product development, benchmarking, and improving the Service.

8.4 Feedback

If the Customer provides feedback, suggestions, or ideas regarding the Service, Invasystems may use such feedback without restriction or compensation. Feedback is not treated as confidential information.

9. Customer Data and Privacy

Invasystems handles Customer Data in accordance with its Privacy Policy and, where applicable, a separate Data Processing Agreement (DPA). The Customer represents and warrants that it has the right to submit Customer Data to the Service and that doing so does not violate any applicable law or third-party rights.

The Customer is solely responsible for the accuracy, quality, and legality of Customer Data and for ensuring Authorised Users are aware of their obligations under applicable data protection law.

10. Confidentiality

Each party agrees to keep confidential any non-public information disclosed by the other party in connection with these Terms that is designated as confidential or that reasonably should be understood to be confidential ("Confidential Information"). Each party shall:

• Use the other party's Confidential Information only as necessary to perform its obligations or exercise its rights under these Terms
• Protect Confidential Information with at least the same degree of care used to protect its own confidential information (but not less than reasonable care)
• Not disclose Confidential Information to third parties without the other party's prior written consent, except to employees or contractors who need to know and who are bound by equivalent obligations

Confidential Information does not include information that: (a) is or becomes publicly known without breach of these Terms; (b) was rightfully known before disclosure; (c) is independently developed without use of Confidential Information; or (d) is required to be disclosed by law or court order (in which case the disclosing party shall give reasonable prior notice where permitted).

11. Service Availability and Maintenance

Invasystems targets a monthly uptime of [99.5]% for the FieldDNA platform, measured excluding scheduled maintenance windows. Details of performance commitments, credits, and exclusions are set out in our Service Level Agreement (SLA).

Invasystems may perform scheduled maintenance (typically during off-peak hours in the IST timezone) and will provide at least [48 hours'] advance notice for planned downtime exceeding [30] minutes. Emergency maintenance may be performed without prior notice where necessary to maintain security or stability.

12. Warranties and Disclaimers

12.1 Invasystems Warranties

Invasystems warrants that: (a) it has the authority to enter into these Terms; (b) the Service will perform materially in accordance with the Documentation during the Subscription Term; and (c) it will implement reasonable technical and organisational measures to protect Customer Data against unauthorised access or disclosure.

12.2 Disclaimer of Other Warranties

13. Limitation of Liability

14. Indemnification

The Customer agrees to defend, indemnify, and hold harmless Invasystems and its officers, directors, employees, and agents from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable legal fees) arising out of or relating to:

• The Customer's or any Authorised User's use of the Service in violation of these Terms
• Customer Data infringing the rights of any third party or violating applicable law
• The Customer's breach of any representation, warranty, or obligation under these Terms

15. Term and Termination

15.1 Subscription Term

These Terms commence on the date the Customer first accepts them or executes an Order Form, and continue for the Subscription Term specified in the Order Form. Unless otherwise stated, subscriptions auto-renew for successive periods equal to the original Subscription Term unless either party provides written notice of non-renewal at least [30] days before the renewal date.

15.2 Termination for Breach

Either party may terminate these Terms with immediate effect if the other party: (a) materially breaches these Terms and fails to cure the breach within [30] days of written notice; or (b) becomes insolvent, makes an assignment for the benefit of creditors, or is subject to liquidation or administration proceedings.

15.3 Termination for Convenience

The Customer may terminate its subscription at any time by providing [30] days' written notice. Fees paid in advance are non-refundable except as set out in the Refund & Cancellation Policy. Invasystems may terminate these Terms for convenience with [90] days' written notice, in which case Invasystems will provide a pro-rata refund of prepaid fees for the unused period.

15.4 Effect of Termination

Upon termination: (a) the licence granted under Section 4 immediately expires; (b) the Customer must cease all use of the Service; (c) Invasystems will make Customer Data available for export for [30] days post-termination, after which it will be securely deleted unless legally required to retain it; and (d) all outstanding fees become immediately due and payable. Sections 8, 10, 12, 13, 14, and 17 survive termination.

16. Modifications to the Service and Terms

16.1 Service Modifications

Invasystems reserves the right to modify, enhance, or discontinue any feature or component of the Service at any time. For material changes that adversely impact the Customer's use, Invasystems will provide at least [30] days' notice.

16.2 Terms Modifications

Invasystems may update these Terms from time to time. Material changes will be communicated by email to the Customer's registered administrator at least [30] days before taking effect. The Customer's continued use of the Service after the effective date constitutes acceptance of the updated Terms. If the Customer does not accept a material change, it may terminate its subscription in accordance with Section 15.3.

17. Governing Law and Dispute Resolution

17.1 Governing Law

These Terms are governed by and construed in accordance with the laws of India. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

17.2 Dispute Resolution

The parties agree to attempt to resolve any dispute arising out of or in connection with these Terms amicably through good-faith negotiation for a period of at least [30] days following written notice of the dispute.

If a dispute is not resolved through negotiation, it shall be referred to and finally resolved by arbitration under the rules of the Indian Council of Arbitration (or such other rules as the parties agree in writing). The seat of arbitration shall be Pune, Maharashtra, India. The arbitration shall be conducted in English. The award shall be final and binding on both parties.

17.3 Courts

Notwithstanding the above, either party may seek interim or injunctive relief from the courts of Pune, Maharashtra, India, which shall have exclusive jurisdiction for such purpose.

18. General Provisions

• Entire Agreement: These Terms, together with any applicable Order Form and the Privacy Policy, constitute the entire agreement between the parties regarding the Service and supersede all prior understandings.
• Severability: If any provision is found invalid or unenforceable, it shall be modified to the minimum extent necessary to make it enforceable, or severed, without affecting the remaining provisions.
• Waiver: Failure to enforce any provision shall not constitute a waiver of future enforcement rights.
• Assignment: The Customer may not assign or transfer these Terms without Invasystems' prior written consent. Invasystems may assign these Terms in connection with a merger, acquisition, or sale of all or substantially all of its assets.
• 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, internet outages, or pandemics.
• Notices: All formal notices under these Terms must be in writing, delivered by email (with confirmation of receipt) or registered post to the addresses specified in the Order Form or as updated in writing.
• Relationship of Parties: The parties are independent contractors. These Terms do not create any partnership, joint venture, agency, or employment relationship.
• Language: These Terms are written in English. In case of any conflict between a translation and the English original, the English version shall prevail.

19. Contact Information