Terms of Service

Important summary

These Terms apply to the Ace Softwares website, CampusConnect, ClearShift, BizViz, custom software development, implementation, support and other services that refer to these Terms.

A quotation, proposal, order form, invoice, statement of work, service level agreement or other written order document may contain additional or different terms. The more specific document will govern the relevant service where it conflicts with these general Terms.

This summary is provided for convenience. The complete Terms below form the applicable agreement.

1. Scope and parties

These Terms of Service, together with the documents incorporated into them, govern access to and use of:

• the Ace Softwares website at acesoftwares.com;
• other Ace Softwares websites that link to these Terms;
• CampusConnect, ClearShift and BizViz;
• custom software development and implementation services;
• hosting, maintenance, support, messaging and related digital services; and
• future Ace Softwares products or services that adopt these Terms.

In these Terms, “Ace Softwares”, “we”, “us” and “our” refer to Ace Softwares, located at 15A, PM Samy Colony, Rathinapuri, Coimbatore, Tamil Nadu 641027, India.

“You” and “your” refer to the person accessing the website or service and, where applicable, the Customer Organisation on whose behalf that person acts.

2. Acceptance and authority

You accept these Terms by doing any of the following:

• accessing or continuing to use a website that links to these Terms;
• selecting an acceptance checkbox or creating an account;
• signing or approving an Order Document;
• paying an invoice or subscription charge that refers to these Terms; or
• accessing or using a product or service after being given notice of these Terms.

If you use a service on behalf of a Customer Organisation, you represent that you have authority to bind that organisation. If you do not have that authority, you must not accept the Terms or use the service on its behalf.

A person must be legally capable of entering into a binding agreement to independently accept these Terms. Student or child access to CampusConnect must be arranged or authorised by the relevant institution, parent, guardian or other authorised person as applicable.

3. Important definitions

Customer Organisation

A school, college, business, employer, institution or other organisation that purchases, subscribes to or is authorised to use an Ace Softwares product or service.

Authorised user

A person permitted by a Customer Organisation to access its account or workspace, including an administrator, employee, teacher, parent, student, customer or other approved user.

Customer Organisation data

Information, records, files, content and instructions entered, uploaded, imported, generated or transmitted by a Customer Organisation or its authorised users through a service.

Order Document

A quotation, proposal, order form, invoice, subscription selection, statement of work, service level agreement, written confirmation or similar document describing a purchased service.

Service

Any website, software product, custom development, hosting, implementation, support or related service supplied by Ace Softwares.

4. Products and services covered

• CampusConnect A school and college operations platform supporting administration, student and staff records, attendance, fees, communication, reports and related institutional workflows.
• ClearShift An attendance and workforce management platform supporting shifts, attendance events, leave, permissions, overtime and reports.
• BizViz A website and e-commerce platform used by Customer Organisations to create and operate websites, catalogues, stores and related digital services.
• Professional and custom services Website creation, software development, implementation, configuration, consultation, integration, maintenance, support and related services.

Specific features, limits, storage, support, availability and deliverables are determined by the applicable plan or Order Document. Product descriptions, demonstrations and marketing materials are illustrative and do not add obligations unless expressly included in an Order Document.

5. Website use

You may access the public Ace Softwares website for lawful personal or business information purposes. You must not:

• copy, republish or commercially exploit website material without permission;
• use automated tools to scrape, harvest or overload the website;
• attempt to bypass security, access controls or usage restrictions;
• introduce malware, harmful code or disruptive requests;
• misrepresent an affiliation with Ace Softwares or its products; or
• use our names, logos or content in a misleading or unlawful manner.

Website information is provided for general information. It may be corrected, changed or removed without notice. A website statement is not a binding quotation, warranty or service commitment unless expressly confirmed in an Order Document.

6. Accounts and authorised users

Customer Organisations are responsible for account administration and for the activities of their authorised users.

You and the Customer Organisation must:

• provide accurate registration and billing information;
• keep credentials confidential and use reasonable account security;
• assign only appropriate roles and permissions;
• promptly remove access that is no longer required;
• notify us promptly of suspected compromise or unauthorised use; and
• not share individual credentials unless a feature expressly permits it.

Ace Softwares may rely on instructions received through an authenticated account unless we have reasonable grounds to believe that the account has been compromised.

We are not responsible, to the extent permitted by law, for consequences arising from access authorised by the Customer Organisation, compromised credentials, insecure devices or a failure to revoke access promptly.

7. Orders, scope and precedence

Each purchased service may be described in an Order Document. An Order Document becomes binding when accepted by the parties, paid, electronically approved or acted upon in a manner showing acceptance.

If documents conflict, the following order of precedence applies unless expressly agreed otherwise:

1. a mutually signed agreement or statement of work;
2. the applicable Order Document;
3. a service level agreement or data-processing agreement;
4. these Terms;
5. the Privacy Policy and Refund Policy; and
6. general website or marketing material.

Additional customer purchase-order terms do not apply unless Ace Softwares expressly accepts them in writing.

8. Custom development and implementation

Scope and assumptions

Custom work is limited to the deliverables, assumptions and exclusions stated in the applicable Order Document. Requests outside that scope may require a written change request, additional fees and revised timelines.

Customer dependencies

The Customer Organisation must provide timely content, access, approvals, test data, decisions, third-party credentials and other dependencies. Timelines may be reasonably extended where delays or rework are caused by missing, late, inaccurate or changed customer inputs.

Review, trials and acceptance

No free trial, testing period, evaluation period or acceptance period applies by default. Any such period must be expressly offered in a promotion or agreed with the Customer Organisation in an Order Document or written communication.

The Customer Organisation must review deliverables promptly and report any reproducible material failure to meet the agreed scope within the review or acceptance period, if one has been expressly agreed.

A deliverable may be treated as accepted when the Customer Organisation:

• confirms acceptance;
• approves publication, deployment or launch;
• uses the deliverable in production or for ordinary business operations; or
• otherwise communicates or acts in a manner clearly indicating acceptance.

Minor defects, cosmetic preferences and matters outside the agreed scope do not prevent acceptance. Ace Softwares will use reasonable efforts to correct a verified material non-conformity covered by the agreed scope.

Customer changes and third-party changes

Ace Softwares is not responsible, to the extent permitted by law, for failures caused by changes made by the Customer Organisation, another vendor, an unsupported plugin, a third-party API, hosting configuration or an environment outside our reasonable control. Investigation or correction may be chargeable.

9. Fees, taxes and payment

Fees, billing periods, payment methods and payment dates are stated in the applicable Order Document, invoice, proforma invoice, payment link, checkout page or other written communication. Unless stated otherwise:

• fees are quoted in Indian rupees;
• applicable GST and other taxes are additional;
• subscription fees are payable in advance;
• custom project milestones are payable when invoiced;
• third-party charges may be billed separately or directly by the provider; and
• bank, gateway, currency-conversion and collection charges may be additional.

You must pay undisputed invoices by the stated due date. A billing dispute must be raised promptly with reasonable supporting details. Raising a dispute does not excuse payment of undisputed amounts.

Interest, late fees or other overdue-payment charges will apply only where they are expressly stated in an Order Document, invoice or other written payment terms and are permitted by applicable law.

Ace Softwares may suspend or restrict services for overdue undisputed amounts after reasonable notice. Suspension or termination does not cancel fees already accrued or committed under an Order Document.

10. Subscriptions, renewal and cancellation

Subscription duration, modules, limits, billing frequency, renewal method and cancellation terms are determined by the applicable plan, Order Document, invoice, payment link, checkout page or written understanding with the Customer Organisation.

Manual renewal

A subscription may be renewed through a proforma invoice, invoice, payment link or another payment request sent by Ace Softwares. Access may expire, become restricted or be suspended if renewal payment is not completed by the applicable due date.

Automatic renewal or automatic payment

A subscription will renew or be charged automatically only where automatic renewal or an automatic-payment arrangement has been expressly discussed, selected or authorised by the Customer Organisation and a valid payment mandate or payment method is available.

The amount, frequency and other applicable payment details will be disclosed through the Order Document, checkout flow, payment mandate or related communication. The Customer Organisation is responsible for maintaining a valid authorised payment method and cancelling an automatic-payment mandate through the available process before the next charge where it does not wish to renew.

No default trial

No free trial or promotional access applies by default. A trial or promotional period applies only where it is expressly offered or agreed, and may be subject to additional limits, expiry dates and conversion terms disclosed at that time.

Cancellation and downgrade

Cancellation prevents a future renewal where applicable but does not ordinarily produce a refund for a current or already-committed billing period. Access may continue until the paid period ends unless the service is suspended or terminated for breach.

Downgrades may reduce available modules, storage, users, support or access and may take effect immediately or at the next billing period, as stated in the applicable communication or Order Document.

11. Refunds

Refund eligibility is governed by the applicable Order Document and the Ace Softwares Refund Policy available at acesoftwares.com/refundpolicy.

Unless required by law or expressly agreed in writing, payments are not refundable after custom work has commenced, resources have been reserved, third-party charges have been incurred or a subscription refund period has expired.

Any approved refund may be reduced by work completed, usage, non-refundable third-party charges, taxes, payment-gateway charges and deductions allowed under the applicable Refund Policy or Order Document.

12. Customer Organisation data and content

As between the parties, the Customer Organisation retains its rights in Customer Organisation data and content.

The Customer Organisation grants Ace Softwares and its authorised service providers a non-exclusive, worldwide, limited licence to host, store, copy, transmit, display, format, back up and otherwise process that information only as reasonably required to:

• provide and support the service;
• follow authorised instructions;
• prevent or investigate security incidents and misuse;
• comply with law and enforce applicable agreements; and
• create aggregated or de-identified service statistics where appropriate.

The Customer Organisation represents that it has all rights, notices, permissions and lawful authority required to provide the information and permit this processing.

Ace Softwares does not endorse Customer Organisation content and is not responsible for its accuracy, legality, quality or suitability. We may restrict or remove content where reasonably necessary to comply with law, protect the service or address an alleged violation.

13. Customer Organisation responsibilities

The Customer Organisation is responsible for:

• its business, educational, employment and operational decisions;
• the lawfulness, accuracy and relevance of information it supplies;
• user access, role assignments, approvals and internal authorisations;
• notices, consent and permissions required from employees, parents, students, customers or others;
• its products, services, taxes, invoices, returns, fulfilment and customer relationships;
• verifying reports and outputs before relying on them;
• retaining independent copies of information it is required to preserve;
• configuring integrations, messaging and automation responsibly; and
• complying with laws applicable to its operations and use of the service.

Ace Softwares is not responsible, to the extent permitted by law, for decisions made by a Customer Organisation based solely on software outputs without appropriate human review.

14. Acceptable use and prohibited technical activity

You must not, and must not permit another person to, use a service to:

• violate any law, regulation, court order or third-party right;
• upload unlawful, defamatory, fraudulent, infringing, abusive or harmful content;
• send spam, deceptive messages or communications without required permission;
• impersonate another person or misrepresent authority or affiliation;
• introduce malware, ransomware, malicious scripts or other harmful code;
• disrupt, overload, damage or interfere with a service, server, network, database or connected system;
• probe, scan, test or attempt to discover vulnerabilities without prior written authorisation from Ace Softwares;
• hack, gain unauthorised access to, or bypass authentication, security, access controls, usage limits, licensing controls or technical restrictions;
• access, view, alter, extract or interfere with another Customer Organisation's account, workspace, information or configuration;
• reverse engineer, decompile, disassemble, decode, translate or otherwise attempt to derive source code, algorithms, data structures or internal operation, except where a non-waivable law expressly permits it;
• copy, reproduce, adapt, imitate or create derivative works from protected portions of a service, website, documentation, template, design or user interface except as expressly authorised;
• systematically extract, scrape, harvest, mirror, index or download data, content, metadata or interface elements except through an authorised feature or API;
• resell, sublicense, rent, lease, commercially share or provide unauthorised access to a service;
• remove, conceal or alter copyright, trademark, ownership or confidentiality notices;
• use confidential or protected aspects of a service to develop, train, benchmark, market or assist a competing product or service;
• use the service or its outputs to misrepresent that another product is connected with, approved by or derived from Ace Softwares;
• use the service for emergency response, life-support or safety-critical control systems; or
• assist, encourage or enable another person to do any of the above.

Authorised security testing

Security research, penetration testing, vulnerability scanning and similar activity require prior written authorisation from Ace Softwares specifying the permitted scope, systems, methods and period. A good-faith report does not authorise testing outside that approved scope.

Investigation and protective action

Ace Softwares may investigate suspected misuse and may preserve relevant logs, restrict access, suspend affected accounts, remove harmful content and cooperate with lawful requests from authorities. Reasonable investigation, remediation and recovery costs caused by deliberate or negligent misuse may be charged to the responsible Customer Organisation to the extent permitted by law.

15. CampusConnect-specific terms

CampusConnect is an operational software tool. The subscribing institution remains responsible for its administration, educational decisions, statutory records, fee policies, student welfare, communications and relationships with students, parents, staff and authorities.

The institution is responsible for:

• the accuracy and lawfulness of student, parent and staff information;
• providing required notices and obtaining required consent or permission;
• deciding which users may view or modify institutional records;
• verifying attendance, fee, academic and other reports before official use;
• responding to requests concerning institution-controlled records; and
• ensuring communications are appropriate, authorised and correctly addressed.

Student attendance is ordinarily entered or confirmed by teachers or other authorised institutional staff. Where staff biometric attendance is configured, CampusConnect may receive staff attendance data, including employee or device identifiers, timestamps, attendance results and other biometric-related information supplied by connected devices or systems.

Unless expressly configured and agreed otherwise, CampusConnect is not intended to collect or process student biometric attendance information.

CampusConnect does not replace professional educational, legal, financial, safeguarding or medical judgement. It must not be used as an emergency alert or life-safety system unless a separate written agreement expressly states otherwise.

Ace Softwares is not responsible, to the extent permitted by law, for disciplinary, admission, examination, fee, welfare or other institutional decisions made using information entered, approved or interpreted by the institution.

16. ClearShift-specific terms

ClearShift assists with staff attendance and workforce administration. The Customer Organisation remains responsible for employment decisions, payroll, wages, overtime, leave, disciplinary action, staffing levels, labour-law compliance and verification of attendance records.

Staff attendance information may be received from biometric or other connected attendance devices, network connections, imports, APIs, manual entries and third-party systems. Depending on the integration, ClearShift may receive employee or device identifiers, timestamps, attendance results, biometric-related attendance data and other information supplied by the connected device or system.

The Customer Organisation must investigate missing, duplicated, delayed, inaccurate or inconsistent records before relying on them for payroll, disciplinary action, statutory reporting or other material decisions.

Unless expressly agreed in writing, ClearShift is not a payroll, professional HR, legal or statutory-compliance service and does not guarantee that a roster, attendance record or report satisfies every employment rule applicable to the Customer Organisation.

Where biometric attendance devices are used, the Customer Organisation is responsible for lawful deployment, notices, permissions, device security, retention decisions and compliance with applicable employment and data-protection requirements.

17. BizViz-specific terms

A BizViz website or online store is operated by the relevant Customer Organisation. Unless Ace Softwares is expressly identified as the seller in a particular transaction, Ace Softwares:

• is not the seller, merchant, manufacturer or supplier of listed products or services;
• is not a party to transactions between the Customer Organisation and its customers;
• does not control product quality, legality, stock, pricing or descriptions;
• is not responsible for shipping, delivery, returns, refunds or customer disputes;
• does not determine the Customer Organisation's taxes or regulatory obligations; and
• does not guarantee payment approval, settlement or fraud prevention.

The Customer Organisation is responsible for its website content, legal notices, privacy policy, cookie notices, product claims, consumer rights, payment configuration, order fulfilment, taxes and customer support.

Domains, payment gateways, logistics, marketplaces, messaging services and other connected facilities may be provided by third parties under their own terms.

18. Third-party services and integrations

Services may connect to third-party products such as hosting providers, domain registrars, payment gateways, banks, attendance devices, email and SMS providers, WhatsApp, Meta, Gupshup, analytics services, maps, marketplaces, logistics services and APIs.

Third-party services are governed by their own terms, fees, policies, availability and technical limits. Ace Softwares does not control and is not responsible for:

• third-party outages, delays, restrictions or policy changes;
• account approval, suspension, rejection or closure by a third party;
• message delivery, payment approval, settlement or device performance;
• third-party content, security or independent data practices; or
• loss of functionality caused by a third party changing or discontinuing an API or service.

We may change, replace or discontinue an integration where a third-party service changes, becomes unavailable, creates security or legal risk, or is no longer commercially reasonable to support.

The Customer Organisation is responsible for third-party accounts and credentials it controls and for charges imposed by those providers.

19. Intellectual property, source code, design and protected know-how

Ace Softwares property

Ace Softwares and its licensors retain all rights in the services, software, source code, object code, frameworks, templates, layouts, themes, visual systems, user-interface elements, screen arrangements, icons, graphics, databases, schemas, data models, algorithms, business logic, workflows, reports, documentation, internal tools, trademarks, logos, inventions, methods, confidential know-how and improvements, except for Customer Organisation data and material expressly transferred under an Order Document.

No open-source or source-code delivery commitment

Ace Softwares products, websites and e-commerce solutions are proprietary commercial services and are not supplied as open-source software.

Unless an Order Document expressly states otherwise, the Customer Organisation does not receive:

• source code, repository access, build files or deployment scripts;
• database schemas, data models, internal APIs, algorithms or administrative tools;
• editable design-source files, wireframes, mock-ups or original design assets;
• themes, templates, reusable components, workflows or development frameworks;
• ownership of the underlying software, website builder or e-commerce platform; or
• the right to copy, resell, sublicense, publish or create unauthorised derivative or competing products.

Payment for a website, e-commerce site, subscription or customisation gives only the usage rights and deliverables expressly described in the applicable Order Document. Publication or access to a finished website does not transfer ownership of its underlying platform, code, layout system, workflows, business logic or reusable design components.

Protection against extraction and competitive copying

Except to the extent expressly authorised in writing or required by a non-waivable law, the Customer Organisation and authorised users must not:

• copy or reproduce a substantial or recognisable part of a service, interface, workflow, template, report, documentation or design system;
• use access to the service to recreate its protected expression, internal structure, business logic, data model or confidential operating methods;
• use non-public information learned through implementation, support, demonstrations or account access to create or assist a competing product;
• commission or assist another person to undertake prohibited copying, extraction or reverse engineering; or
• present copied or derived material as independently created or owned by another party.

Nothing in this section prevents lawful independent development based only on publicly available information and without copying protected material, misusing confidential information or breaching these Terms.

Customer content

The Customer Organisation retains its rights in logos, text, photographs, product data and other original content supplied by it, subject to the limited processing licence granted under these Terms.

Limited right to use the service

Subject to payment and compliance with these Terms, Ace Softwares grants the Customer Organisation a limited, non-exclusive, non-transferable, revocable right during the applicable service period to access and use the service and published deliverables for its authorised internal or business purposes.

Reusable knowledge and components

Unless expressly agreed otherwise, Ace Softwares may continue to use general skills, ideas, know-how, methods, utilities, libraries, templates, designs and non-customer-specific components developed or used while providing a service, provided we do not disclose Customer Organisation confidential information.

Third-party and open-source components

A service may internally include third-party or open-source components. Those components remain subject to their respective licences. Their use does not make the overall Ace Softwares product, website or service open source and does not require Ace Softwares to disclose proprietary source code except where a specific applicable licence legally requires otherwise.

Feedback

If you provide suggestions or feedback, you grant Ace Softwares a perpetual, worldwide, royalty-free right to use it without restriction or payment, provided we do not publicly identify you without permission.

20. Confidentiality

Each party may receive non-public business, technical or operational information from the other. The receiving party must use reasonable care to protect that information and use it only for the agreement.

Confidential information does not include information that:

• is or becomes public without breach;
• was lawfully known without a confidentiality duty;
• is independently developed without using the other party's confidential information; or
• is lawfully received from another source without restriction.

A party may disclose confidential information where required by law, regulation or court order, and will provide notice where legally permitted and reasonably practical.

21. Cloud infrastructure, security, backups and data recovery

The services commonly rely on remote cloud infrastructure, virtual servers, networks and other third-party hosting facilities rather than storing all information on the Customer Organisation's premises.

Ace Softwares uses reasonable technical and organisational measures designed to protect information and maintain service reliability. However, no cloud service, internet transmission, device, integration, backup or storage system can be guaranteed to be completely secure, uninterrupted or free from data loss.

Operational backups or recovery facilities, where maintained, are intended primarily for service continuity and disaster recovery. They are not a guaranteed archival service and are not a substitute for the Customer Organisation's own statutory retention, export or business-continuity arrangements.

The Customer Organisation must:

• retain or export independent copies of critical records where reasonably required;
• complete required exports before cancellation, expiry or termination;
• protect credentials, devices and connected systems;
• use supported browsers, devices and configurations; and
• promptly report suspected security incidents, corruption or data loss.

Ace Softwares will take reasonable care in operating and supporting the service, but is not responsible, to the maximum extent permitted by law, for data loss or unavailability caused by cloud-provider failure, connectivity failure, cyberattack, third-party systems, Customer Organisation actions, unsupported changes, device faults, corruption, force-majeure events or circumstances outside our reasonable control.

Data restoration may be unavailable or incomplete. Where restoration, investigation, migration or reconstruction is technically possible, it may be chargeable depending on the complexity, required resources and whether the work is included in the applicable support plan or Order Document.

22. Support, maintenance and service changes

Support scope, response targets and working hours are determined by the applicable plan, Order Document or service level agreement. Unless expressly stated otherwise, support targets are objectives rather than guaranteed resolution times.

We may perform planned or emergency maintenance and may temporarily restrict access where reasonably necessary for security, stability, upgrades, legal compliance or third-party changes.

We may improve, modify, replace or discontinue features. Where a change materially reduces a paid core function during a committed subscription period, we will use reasonable efforts to provide notice and, where commercially reasonable, an alternative, migration path or appropriate remedy determined under the applicable Order Document.

We do not guarantee uninterrupted availability unless a separate written service level agreement expressly provides a defined availability commitment and remedy.

23. Disclaimer of warranties

To the maximum extent permitted by applicable law, and except for an express written warranty in an applicable Order Document, the websites, software, content, reports, integrations and services are provided “as is” and “as available”.

Ace Softwares disclaims implied warranties and conditions to the maximum extent permitted by law, including implied warranties of merchantability, satisfactory quality, fitness for a particular purpose, non-infringement, accuracy and uninterrupted availability.

We do not warrant that:

• a service will be uninterrupted, error-free or completely secure;
• every defect, compatibility issue or third-party interruption will be corrected;
• reports, dashboards, calculations or communications will be free from every error or delay;
• a service will meet every legal, tax, payroll, educational, employment or regulatory requirement;
• data can always be restored after deletion, corruption or account closure;
• messages, payments, integrations or attendance events will always be delivered or processed;
• a third-party provider will approve or continue an account or service; or
• use of the service will produce a particular business, educational or financial result.

No professional advice

Website content, software outputs, reports and support are provided as operational and technical assistance. They are not legal, tax, accounting, payroll, medical, safeguarding, financial, educational or other regulated professional advice. You must obtain appropriate professional advice and independently verify important decisions.

Customer and third-party information

Ace Softwares does not independently verify all information entered by Customer Organisations, authorised users or third parties and is not responsible for errors, omissions or outcomes caused by inaccurate, incomplete, delayed or unauthorised information supplied by them.

24. Limitation of liability

Excluded losses

To the maximum extent permitted by law, Ace Softwares and its owners, personnel, contractors and service providers will not be liable for any:

• indirect, incidental, special, exemplary, punitive or consequential loss;
• loss of profit, revenue, business, opportunity, goodwill or anticipated savings;
• business interruption or cost of procuring a substitute service;
• loss, corruption or unavailability of data beyond reasonable recovery measures;
• customer, employee, student, parent or third-party claim arising from Customer Organisation conduct;
• penalty, tax, wage, refund, chargeback or regulatory cost arising from Customer Organisation operations;
• loss caused by inaccurate, incomplete, delayed or unauthorised Customer Organisation data;
• loss caused by a third-party service, connected device, unauthorised access, unsupported modification or event outside our reasonable control; or
• loss arising from failure to independently verify a report, calculation, attendance record, communication or other software output before material reliance.

These exclusions apply whether the claim arises in contract, tort, negligence, statute, misrepresentation, indemnity or otherwise, and even if the possibility of loss was known.

Default aggregate liability cap

Unless a different liability cap is expressly stated in an applicable Order Document, proposal, checkout page, subscription plan or other written agreement, the total aggregate liability of Ace Softwares for all claims arising from or relating to the affected service will not exceed:

• Recurring subscription service: the subscription fees attributable to the affected service for the three months immediately preceding the event giving rise to the first claim. Where fees are paid annually or for another longer period, the cap will be calculated using the equivalent three-month portion of those fees;
• One-time project or custom service: the fees actually paid to Ace Softwares for the specific affected milestone, phase or deliverable; or
• Free website access, trial or free service: INR 1,000.

The cap applies collectively to all related and unrelated claims concerning the affected service during the relevant engagement. Multiple claims, claimants, incidents or legal grounds do not increase the aggregate cap.

Where an Order Document expressly states a different cap, that agreed cap will apply to the affected service.

Service-level remedies

Where a service level agreement expressly provides service credits or a defined remedy for an availability failure, that remedy will be the Customer Organisation's sole contractual remedy for that specific failure, subject to mandatory rights that cannot lawfully be excluded.

Exceptions that cannot be limited

Nothing in these Terms excludes or limits liability for fraud, fraudulent misrepresentation, wilful misconduct, death or personal injury caused by negligence where such liability cannot be limited, or any other liability, right or remedy that applicable law does not permit the parties to exclude or limit.

The limitations applicable to Ace Softwares do not limit the Customer Organisation's obligation to pay fees, liabilities arising from its infringement or misuse of intellectual property, or its indemnity obligations, except where applicable law requires otherwise.

25. Indemnity

To the maximum extent permitted by law, each Customer Organisation and business user agrees to defend, indemnify and hold harmless Ace Softwares, its owners, personnel and contractors from third-party claims, losses, liabilities, damages, penalties and reasonable legal costs arising from:

• Customer Organisation data, content, products, services or instructions;
• an allegation that Customer Organisation content infringes a third-party right;
• unlawful, misleading, unauthorised or negligent use of a service;
• failure to provide legally required notice, consent or permission;
• employment, payroll, attendance, student, parent, consumer or customer decisions made by the Customer Organisation;
• products sold, services offered, orders fulfilled or communications sent by the Customer Organisation;
• a breach of these Terms, an Order Document or applicable law by the Customer Organisation or its authorised users; or
• a third-party integration, account or device selected, supplied or controlled by the Customer Organisation.

Ace Softwares will provide reasonable notice of an indemnified claim. The indemnifying party may control the defence with suitably qualified counsel, provided it does not settle a claim in a manner that admits fault by or imposes a non-monetary obligation on Ace Softwares without our written consent. Ace Softwares may participate with its own counsel at its own cost, except where a conflict reasonably requires separate representation.

This section is intended primarily for Customer Organisations and business users and applies to consumers only to the extent permitted by mandatory consumer law.

26. Suspension and termination

Suspension

Ace Softwares may suspend all or part of a service where reasonably necessary because of:

• overdue undisputed fees;
• a security threat, compromised account or suspected fraud;
• unlawful use or a serious breach of acceptable-use requirements;
• risk to another customer, the service or a third party;
• a legal, regulatory or third-party provider requirement;
• usage materially exceeding agreed limits; or
• an emergency maintenance or technical condition.

Where reasonably practical, we will provide notice and an opportunity to correct the issue. Immediate suspension may occur where delay could cause harm, legal exposure or security risk.

Termination for breach

Either party may terminate an affected Order Document for a material breach that remains uncured seven days after written notice, unless a different cure period is stated in the Order Document.

Ace Softwares may terminate immediately for deliberate security abuse, fraud, unlawful activity, repeated serious violations, insolvency or a breach that cannot reasonably be cured.

Termination without breach

Cancellation or termination without breach is governed by the applicable Order Document. Ace Softwares may discontinue a generally available service by providing reasonable notice where commercially practical.

27. Effects of termination

On termination or expiry:

• the right to access the affected service ends;
• all accrued and committed payment obligations remain due;
• the Customer Organisation must stop using Ace Softwares confidential material and software except as expressly permitted;
• third-party services may continue or require separate cancellation by the Customer Organisation; and
• Customer Organisation data will be handled according to the Privacy Policy, Order Document and applicable law.

The Customer Organisation must retrieve or export required information before the effective date of cancellation, expiry or termination. No post-termination export period, continued login or data-retrieval service is provided by default.

Post-termination access, export, migration or restoration will be available only if expressly agreed in writing and may be subject to technical feasibility, identity verification, applicable retention status and additional charges.

After termination, data may be deleted, anonymised, made inaccessible or retained for a limited period in backups, security records, billing records or legal records as described in the Privacy Policy and required by applicable law.

Sections concerning payment, ownership, confidentiality, disclaimers, liability, indemnity, dispute resolution and provisions intended by their nature to survive will continue after termination.

28. Events beyond reasonable control

Ace Softwares will not be liable for delay, interruption or failure caused by events beyond its reasonable control, including natural disasters, fire, flood, epidemic, war, civil disturbance, government action, court orders, labour disruption, power or internet failure, cyberattack, telecommunications failure, cloud-provider outage, payment-network failure, third-party API change or unavailability of essential suppliers.

We will use reasonable efforts to reduce the impact and resume the affected service where practical. This section does not excuse payment obligations that accrued before the event.

29. Governing law and dispute resolution

Good-faith resolution

Before commencing formal proceedings, the parties will attempt in good faith to resolve a dispute by written notice describing the issue and the requested resolution. Authorised representatives should attempt resolution for at least 30 days unless urgent interim relief is reasonably required.

Arbitration for business disputes

Any dispute between Ace Softwares and a Customer Organisation or business user that is legally capable of resolution by arbitration and is not resolved through good-faith discussions will be referred to a sole arbitrator under the Arbitration and Conciliation Act, 1996, as amended.

The parties will attempt to mutually appoint the arbitrator. If they do not agree, appointment may be sought in accordance with the Act. The seat and venue of arbitration will be Coimbatore, Tamil Nadu, India. The proceedings will be conducted in English. The award will be reasoned and binding, subject to rights available under applicable law.

Courts and urgent relief

Courts having jurisdiction in Coimbatore, Tamil Nadu will have exclusive jurisdiction over non-arbitrable disputes and applications relating to arbitration, subject to mandatory legal rights and jurisdiction that cannot be excluded.

Either party may seek urgent interim or injunctive relief from a competent court to protect confidential information, intellectual property, security, data or prevent immediate harm.

30. Mandatory and consumer rights

Nothing in these Terms excludes, restricts or modifies a statutory right, remedy, responsibility or protection that applicable law does not permit the parties to exclude, restrict or modify.

Where you qualify as a consumer under applicable law:

• mandatory consumer protections remain available;
• an unfair or unenforceable provision will not bind you to the extent prohibited by law;
• the arbitration and jurisdiction provisions apply only to the extent legally enforceable; and
• you may use any complaint or redress mechanism available under mandatory law.

The invalidity of a provision for a consumer does not invalidate the remaining provisions where they can continue to operate lawfully.

31. Electronic communications and notices

You agree that contracts, approvals, invoices, notices and other communications may be provided electronically through email, account notifications, the website, messaging channels or an Order Document.

Notices to a Customer Organisation may be sent to its registered account administrator, billing contact or last-known business email address. The Customer Organisation must keep contact information current.

Formal legal notices to Ace Softwares should be sent to info@acesoftwares.com and to the postal address stated below, with sufficient information to identify the agreement and dispute.

32. General legal provisions

Entire agreement

These Terms and the applicable Order Documents constitute the agreement concerning the relevant service and replace prior discussions or representations about that subject, except for fraud or matters that cannot lawfully be excluded.

Severability

If a provision is held invalid or unenforceable, it will be interpreted or reduced to the minimum extent necessary, and the remaining provisions will continue where legally possible.

No waiver

A failure or delay in enforcing a right is not a waiver. A waiver is effective only when made in writing by an authorised representative.

Assignment

A Customer Organisation may not assign or transfer an agreement without prior written consent from Ace Softwares. Ace Softwares may assign an agreement as part of a merger, restructuring, sale of business or transfer to an affiliate or successor, provided the assignment does not remove mandatory rights.

Independent parties

The parties are independent contractors. Nothing creates a partnership, agency, employment, fiduciary or franchise relationship.

No third-party beneficiaries

Except where an Order Document expressly states otherwise, these Terms do not create enforcement rights for third parties.

Headings and interpretation

Headings are for convenience. Words such as “including” mean “including without limitation”. The singular includes the plural where context permits.

33. Changes to these Terms

We may update these Terms to reflect changes in products, business practices, security requirements, providers or law.

Updated Terms will be published with a revised “Last updated” date. Where a change materially affects an active paid service, we may provide notice by email, account notification or another reasonable method.

Changes ordinarily apply prospectively. Continued use after the effective date constitutes acceptance where permitted by law. If a material change is not acceptable, the Customer Organisation may exercise any termination right available under its Order Document or mandatory law.

34. Contact details

Questions about these Terms, billing or a service may be directed to:

Please include the relevant product, Customer Organisation, invoice or account information. Do not send passwords or complete payment credentials.