These Terms of Service (the “Terms”) govern access to and use of the software, websites, mobile applications and related services provided by Stitchfloor (together, the “Service”). By signing an Order, creating an account, or accessing or using the Service, you agree to these Terms. If you accept these Terms on behalf of a company or other organisation, you represent that you have authority to bind it, and “you” means that organisation. If you do not agree to these Terms, do not use the Service.
1. Definitions
- “Stitchfloor”, “we”, “us” and “our” mean Stitchfloor, the organisation that operates stitchfloor.com.
- “Customer” and “you” mean the organisation or person that subscribes to or uses the Service.
- “Authorised User” means an individual whom you permit to access the Service under your account.
- “Customer Data” means data and content submitted to the Service by you or your Authorised Users.
- “Order” means any order form, quotation, invoice or online sign-up accepted by us that refers to these Terms.
2. The Service
2.1 Subject to these Terms and to payment of the applicable fees, we grant you a limited, non-exclusive, non-transferable, non-sublicensable and revocable right, during your subscription term, to access and use the Service for your internal business purposes, within the limits of your plan.
2.2 We may modify, update, add to, suspend or discontinue any part of the Service, its features or its functionality at any time. Descriptions of the Service on our website, in our sales material or in our documentation are for general information only and do not form part of these Terms unless expressly included in an Order.
2.3 We may use third-party service providers to operate the Service. We are not responsible for any third-party service, network, platform, government portal or system that we do not control, or for any interruption, error or loss caused by one.
2.4 Any trial, preview, beta or demonstration feature, including the public demo at demo.stitchfloor.com, is provided free of charge, “as is” and without any warranty or commitment, and may be changed, reset or withdrawn at any time. Do not enter real business or personal information into the public demo.
3. Accounts and Authorised Users
3.1 You are responsible for all activity that occurs under your account and the accounts of your Authorised Users, for keeping sign-in credentials, one-time codes and invitation links confidential, and for ensuring that your Authorised Users comply with these Terms. You must notify us promptly of any unauthorised access or use. We are not liable for any loss arising from the use of your or your Authorised Users’ credentials, whether or not authorised by you.
3.2 You must provide accurate and complete information when you register and keep it up to date.
3.3 The Service is intended for business use and is not intended for individuals under 18 years of age.
4. Fees and payment
4.1 You will pay the fees set out in your Order or, if none is set out, our published prices in effect at the time. Unless stated otherwise, fees are charged in Indian Rupees, are billed monthly in advance, and our published prices include GST.
4.2 Except as expressly set out in section 5 or as required by law, all fees are non-cancellable and non-refundable, and no refund or credit is given for partial billing periods, unused accounts, downgrades or periods of non-use.
4.3 We may change our fees by giving you notice. Changed fees apply from the start of the next billing period after the notice.
4.4 If any amount is not paid when due, we may, without limiting our other rights, suspend access to the Service until it is paid, and charge interest on the overdue amount at the rate of 1.5% per month or the maximum rate permitted by law, whichever is lower. You will reimburse our reasonable costs of collecting overdue amounts.
4.5 You are responsible for all taxes, duties and levies arising from your purchase, other than taxes on our income. If you are required by law to deduct tax at source, you will provide us with the corresponding certificate promptly.
5. First-month money-back guarantee
If you are a new Customer and you cancel your first subscription by written notice to us within 30 days of your first payment, we will refund that first payment. This guarantee applies once per Customer (including its affiliates and successors), only to its first subscription, and does not apply where we reasonably believe that these Terms have been breached or the Service has been misused. Refunds are made to the original method of payment. When a refund is made, your subscription and your access to the Service end. Our cancellation and refunds policy forms part of these Terms.
6. Customer Data
6.1 As between you and us, you own Customer Data. You grant us a worldwide, non-exclusive, royalty-free licence to host, copy, store, process, transmit and display Customer Data as necessary to provide, maintain, secure, support and improve the Service, and as required by law.
6.2 We may collect and use information about how the Service is used, and information derived from Customer Data in aggregated or de-identified form that does not identify you or any individual, for any lawful purpose, including to operate and improve the Service.
6.3 You are solely responsible for the accuracy, quality and legality of Customer Data, and for having all rights, notices and consents required for us to process it, including any personal data of your workers, customers, suppliers or other individuals. For such personal data you are the Data Fiduciary under the Digital Personal Data Protection Act, 2023, and we process it on your behalf as your Data Processor in accordance with these Terms.
6.4 You are responsible for keeping your own copies of Customer Data. Although we take reasonable steps to back up the Service, we do not guarantee that Customer Data will not be lost, corrupted or destroyed, and our sole obligation in that event is to use reasonable efforts to restore it from the most recent backup available to us.
6.5 While your subscription is active you may export Customer Data using the tools available in the Service. We have no obligation to retain Customer Data after your subscription ends and may delete it, subject to applicable law.
7. Your responsibilities
7.1 The Service is a tool. Calculations, reports, forecasts, ledgers, tax and GST figures, invoices, e-invoices, e-way bills, wage figures, voice-entry results, drafted messages and any other output of the Service are provided for convenience only, may contain errors, and are not accounting, tax, legal, financial or other professional advice. You must review and verify every output before relying on it or submitting it to any authority or third party.
7.2 You remain solely responsible for your statutory returns and filings, tax compliance, books of account, payroll, labour law obligations and all other legal obligations, and for every document created, issued, filed or cancelled using the Service, including anything submitted to a government portal through the Service using your credentials.
7.3 You are responsible for having the right to contact anyone to whom you send a message using the Service.
7.4 You will use the Service in compliance with these Terms, our acceptable use policy and all applicable laws.
8. Intellectual property and restrictions
8.1 The Service, our documentation, and all software, content, designs, names, logos and other materials we provide, together with all modifications, improvements and derivatives of them, are and remain the property of Stitchfloor and its licensors. No right is granted to you except as expressly set out in these Terms. The Service is licensed, not sold.
8.2 You will not, and will not permit anyone to: copy, modify, translate or create derivative works of the Service; reverse engineer, decompile or attempt to derive its source code, except to the extent the law expressly permits; sell, resell, rent, lease, sublicense or otherwise make the Service available to any third party; use the Service to build or benchmark a competing product; circumvent any access control, usage limit or security measure; or remove any proprietary notice.
8.3 If you or your Authorised Users give us any feedback or suggestion, we may use it without restriction or obligation to you.
9. Availability and support
We will use commercially reasonable efforts to make the Service available, but we do not guarantee that it will be uninterrupted, timely, secure or error-free, or available at any particular level. We may suspend or restrict the Service, with or without notice, for maintenance, upgrades, security or emergencies. Support is provided on a reasonable-efforts basis through the channels we designate, and we do not guarantee any response or resolution time.
10. Confidentiality
Each party will keep confidential the non-public information of the other that it receives in connection with the Service and will use it only for the purposes of these Terms. This does not apply to information that is or becomes public through no fault of the receiving party, that was already lawfully known to it, that it receives lawfully from a third party, or that it develops independently. A party may disclose confidential information where required by law or by a court or authority.
11. Disclaimer of warranties
To the maximum extent permitted by law, the Service and all outputs of it are provided “as is” and “as available”, and Stitchfloor disclaims all warranties, conditions and representations of any kind, whether express, implied or statutory, including any warranty of merchantability, satisfactory quality, fitness for a particular purpose, title, non-infringement, accuracy or completeness. We do not warrant that the Service will meet your requirements, that any output will be accurate or accepted by any authority, or that any data will not be lost.
12. Limitation of liability
12.1 To the maximum extent permitted by law, Stitchfloor will not be liable for any indirect, incidental, special, consequential, exemplary or punitive loss or damage, or for any loss of profit, revenue, business, contracts, goodwill or anticipated savings, any loss or corruption of data, the cost of substitute services, or any tax, interest, penalty or fine imposed by any authority, however caused and on any theory of liability, even if we have been advised of the possibility of it.
12.2 To the maximum extent permitted by law, our total aggregate liability arising out of or in connection with these Terms or the Service, whether in contract, tort (including negligence) or otherwise, will not exceed the fees actually paid by you to us for the Service in the three months immediately before the event giving rise to the claim. Where the Service is provided free of charge, including the public demo, we have no liability to you to the maximum extent permitted by law.
12.3 These limitations apply even if a limited remedy fails of its essential purpose. They do not limit your obligation to pay fees or your obligations under section 13.
13. Indemnity
You will defend, indemnify and hold harmless Stitchfloor and its personnel from and against all claims, demands, losses, liabilities, damages, penalties, costs and expenses (including reasonable legal fees) arising out of or in connection with: Customer Data; your or your Authorised Users’ use of the Service; any breach of these Terms or of applicable law by you or your Authorised Users; any document, invoice, filing or message created, issued, filed or sent using the Service; or any dispute between you and your workers, customers, suppliers or any other third party.
14. Suspension and termination
14.1 We may suspend or terminate your access to all or part of the Service immediately, with or without notice, if any amount is overdue; if you or any Authorised User breaches these Terms or our acceptable use policy; if we reasonably believe that your use creates a security, legal or reputational risk or may harm the Service or others; or if we are required to do so by law.
14.2 You may cancel your subscription at any time by written notice to us. Cancellation takes effect at the end of the billing period in which it is received, and no refund is due except under section 5. We may terminate your subscription for any reason by giving you notice; if we do so other than under section 14.1, we will refund any fees you have prepaid for the unused part of the current billing period.
14.3 On termination or expiry, all rights granted to you end, you must stop using the Service, and all unpaid fees become due immediately. Sections 4, 6, 7, 8, 10, 11, 12, 13, 14.3, 15, 16 and 17, and any other provision which by its nature should survive, survive termination.
15. Changes to these Terms
We may amend these Terms at any time by posting the amended Terms on our website with a new “Last updated” date. Where we consider a change to be material, we may also notify you by email or through the Service. Amended Terms take effect when posted, or on any later date stated in them. Your continued use of the Service after that date constitutes acceptance of the amended Terms. If you do not agree to them, you must stop using the Service and cancel your subscription.
16. Governing law and jurisdiction
These Terms and any dispute arising out of or in connection with them or the Service are governed by the laws of India. The courts at New Delhi, India have exclusive jurisdiction over any such dispute, and each party submits to that jurisdiction. Before starting any proceedings, the party raising a dispute will notify the other in writing, and the parties will try in good faith to resolve it for 30 days from that notice.
17. General
17.1 Entire agreement. These Terms, together with any Order and the policies referred to in them, are the entire agreement between you and us about the Service and supersede all prior discussions, proposals and representations. If an Order conflicts with these Terms, the Order prevails only as to the commercial terms it sets out.
17.2 Assignment. You may not assign or transfer these Terms or any right under them without our prior written consent. We may assign or transfer these Terms, in whole or in part, without your consent, including in connection with any reorganisation, merger, acquisition or sale of assets.
17.3 Force majeure. We are not liable for any delay or failure to perform caused by events beyond our reasonable control, including the failure of any third-party provider, network, power supply or government system, natural disaster, epidemic, war, civil unrest, labour dispute or act of government.
17.4 Notices. We may give notices to you by email to the address associated with your account or through the Service. Notices to us must be sent by email to hello@stitchfloor.com.
17.5 Customer references. We may identify you as a customer, by name and logo, in our marketing materials unless you ask us in writing not to.
17.6 Other terms. If any provision of these Terms is held invalid or unenforceable, it will be enforced to the maximum extent permitted and the remaining provisions will continue in full force. A failure or delay in exercising any right is not a waiver of it. The parties are independent contractors. No third party has any right to enforce these Terms. These Terms are an electronic record under the Information Technology Act, 2000 and do not require a physical or digital signature.
Contact
Questions about these Terms may be sent to hello@stitchfloor.com.