Terms and Conditions

1. Acceptance

These Terms and Conditions ("Terms") govern:

• (a) Access to and use of www.micraft.co.in and all Micraft-operated web properties
• (b) Licensing and use of Micraft software products as specified in an Order Form or Subscription Agreement
• (c) Professional services delivered by Micraft under a Statement of Work

By accessing the website, signing an Order Form, or using any Micraft product or service, you ("Client", "you") agree to these Terms. If you act on behalf of an organisation, you confirm that you have authority to bind that organisation.

If you do not accept these Terms, do not use Micraft's website, products, or services.

2. Definitions

• "Authorised Users" — employees, contractors, and agents of the Client authorised to use the Products.
• "Client Data" — all data, content, and information submitted by the Client or its Authorised Users to or through the Products.
• "Confidential Information" — non-public information disclosed by one party to the other that is designated as confidential or that reasonably should be treated as confidential.
• "Documentation" — user manuals, technical specifications, and related materials provided by Micraft for the Products.
• "Intellectual Property Rights" — patents, trademarks, service marks, trade names, copyrights, trade secrets, and all other proprietary rights.
• "Order Form" — any written order, subscription agreement, or similar document executed between Micraft and the Client specifying the Products, quantities, fees, and term.
• "Products" — Micraft's software products including Micraft MES, Micraft WMS, PrecisionCAL, DoxCraft, CraftMate, Pure CMS, Courier Aggregator, Mate TMS, Micraft CRM, Reptile Chatbot, and Dispatch Packing System, as specified in the applicable Order Form.
• "Services" — professional services including implementation, integration development, customisation, training, and managed support, as specified in a Statement of Work.
• "Statement of Work" (SOW) — a document describing the Services to be performed, deliverables, timelines, and fees.
• "Subscription Term" — the period during which the Client is licensed to use the Products, as specified in the Order Form.

3. Website Terms

3.1 Permitted Use

You may access the website to learn about Micraft's products and services, request information or demonstrations, access publicly available resources, and download publicly available content.

3.2 Prohibited Use

You must not:

• Use the website for any unlawful purpose or in violation of applicable Indian law or international law
• Attempt to gain unauthorised access to any part of the website or its underlying systems or infrastructure
• Introduce or transmit malware, viruses, Trojans, ransomware, or other harmful code
• Use automated scraping, crawling, or harvesting tools without Micraft's prior written consent
• Copy, reproduce, or distribute website content without prior written permission, except as expressly permitted
• Impersonate Micraft, its employees, or any other person or entity
• Interfere with the performance, availability, or integrity of the website

3.3 Website Intellectual Property

All content on the website — including text, graphics, logos, product names, product descriptions, images, Documentation, and software demonstrations — is owned by Micraft Solutions Pvt. Ltd. or its licensors and is protected under the Copyright Act, 1957, the Trade Marks Act, 1999, and other applicable Indian and international intellectual property laws.

Nothing in these Terms grants you any right to use Micraft's intellectual property except as expressly stated.

4. Software Product Licence

4.1 Grant of Licence

Subject to these Terms and the applicable Order Form, Micraft grants the Client a limited, non-exclusive, non-transferable, non-sublicensable licence to use the Products specified in the Order Form solely for the Client's internal business operations during the Subscription Term.

4.2 SaaS Products

For cloud-hosted Products delivered as Software-as-a-Service, Micraft will:

• Host and maintain the Products on cloud infrastructure
• Use commercially reasonable efforts to ensure availability of 99.5% measured monthly, excluding scheduled maintenance and force majeure events
• Provide scheduled maintenance notifications at least 24 hours in advance where practicable
• Deliver support at the levels specified in the applicable support agreement

4.3 On-Premise Products

For Products deployed on Client-owned infrastructure, Micraft's obligations are fulfilled upon delivery of the software, licence keys, and Documentation. Ongoing support requires a separate support agreement.

4.4 Licence Restrictions

The Client must not:

• Copy, modify, translate, adapt, or create derivative works of the Products or Documentation
• Reverse engineer, decompile, disassemble, or attempt to derive the source code of the Products
• Sublicense, sell, resell, rent, lease, or otherwise make the Products available to third parties, except where expressly permitted in the Order Form
• Use the Products to provide services to third parties on a bureau, outsourcing, or time-sharing basis without Micraft's prior written consent
• Remove, alter, or obscure any proprietary notices, copyright symbols, or labels on or within the Products
• Use the Products for any purpose other than the Client's internal business operations
• Use the Products in any manner that violates applicable law, including data protection, financial, or industry-specific regulations

4.5 Client Responsibilities

The Client is responsible for:

• Maintaining the confidentiality and security of Authorised User credentials and preventing unauthorised access
• All activities conducted under Authorised User accounts
• The accuracy, legality, and completeness of Client Data submitted to the Products
• Ensuring use of the Products complies with all applicable laws and regulations — including data protection laws, employment laws, and industry-specific regulatory requirements
• Maintaining adequate backup copies of Client Data independent of Micraft's own backup procedures
• Obtaining all necessary third-party consents, licences, and permissions for data and content submitted to the Products

4.6 Free Plans and Trial Periods

Where Micraft offers a free plan (such as PrecisionCAL Starter) or a free trial period, these are subject to the limitations published on the relevant product page. Micraft may modify or discontinue free plans on reasonable notice. Free plans do not include SLA commitments unless expressly stated.

5. Professional Services

5.1 Delivery

Micraft will perform Services as described in the applicable SOW, using reasonable care and professional skill. Micraft will assign suitably qualified personnel to each engagement.

5.2 Client Cooperation

The Client will provide reasonable cooperation including timely access to systems, data, facilities, and key personnel as necessary for Micraft to perform the Services. Delays caused by the Client's failure to cooperate will not constitute a breach by Micraft and may affect delivery timelines.

5.3 Change Orders

Changes to the agreed scope of Services require a written change order signed by both parties. Micraft will not perform out-of-scope work without an approved change order.

5.4 Intellectual Property in Deliverables

Unless expressly stated otherwise in the SOW:

• All Intellectual Property Rights in deliverables created specifically for the Client under a Services engagement vest in the Client upon full payment of all applicable fees
• Micraft retains all rights in its pre-existing intellectual property, general methodologies, frameworks, tools, know-how, and background technology — including improvements to Micraft's general-purpose technologies arising from the engagement
• The Client grants Micraft a royalty-free, non-exclusive licence to use client-specific deliverables for the limited purpose of performing Services for the Client

6. Fees and Payment

6.1 Fees

Fees are as specified in the Order Form or SOW. All fees are exclusive of applicable taxes. Goods and Services Tax (GST) will be added at the applicable rate and charged to the Client.

6.2 Invoicing and Payment

Unless the Order Form or SOW specifies otherwise:

• SaaS subscription fees are invoiced in advance for each subscription period
• Services fees are invoiced as specified in the SOW — typically at defined milestones or monthly in arrears for time-and-materials engagements
• Payment is due within 30 days of the invoice date

6.3 Late Payment

Amounts overdue by more than 30 days will attract interest at 1.5% per month or the maximum rate permitted by law, whichever is lower. Micraft reserves the right to suspend access to the Products if undisputed amounts remain unpaid for more than 30 days after written notice.

6.4 Disputed Invoices

The Client must notify Micraft in writing of any disputed invoice within 14 days of receipt. The parties will negotiate in good faith to resolve the dispute. Undisputed amounts remain payable by the due date.

6.5 Fee Revisions

Micraft may revise subscription fees on renewal with at least 60 days' prior written notice.

6.6 Refunds

Prepaid subscription fees are non-refundable except where:

• Micraft terminates the agreement without cause, in which case a pro-rata refund for the unused Subscription Term will be provided
• Required by applicable law

Fees for completed Services are non-refundable.

7. Confidentiality

7.1 Obligations

Each party ("Receiving Party") will keep confidential all Confidential Information of the other party ("Disclosing Party") and will:

• Use Confidential Information solely to perform its obligations or exercise its rights under these Terms
• Disclose Confidential Information only to employees, contractors, and advisers who need to know it and who are bound by equivalent confidentiality obligations
• Protect Confidential Information with at least the same degree of care used to protect its own confidential information, but no less than reasonable care
• Promptly notify the Disclosing Party of any known or suspected unauthorised disclosure

7.2 Exceptions

Confidentiality obligations do not apply to information that:

• Is or becomes publicly available through no breach of these Terms
• Was already known to the Receiving Party prior to disclosure, without restriction
• Is lawfully received from a third party without confidentiality restriction
• Is independently developed by the Receiving Party without reference to the Confidential Information
• Is required to be disclosed by law, regulation, or court order — provided the Receiving Party gives prompt written notice to the Disclosing Party (where legally permitted) and cooperates in seeking a protective order

7.3 Client Data

Micraft processes Client Data only in accordance with the Client's instructions as reflected in these Terms and the applicable agreements. Micraft implements appropriate technical and organisational measures to protect Client Data and will not disclose Client Data to third parties except as required by law or as necessary to provide the Products and Services.

7.4 Feedback

The Client may from time to time provide feedback, suggestions, or ideas about the Products. Micraft may use such feedback to improve the Products without any obligation or compensation to the Client.

8. Representations and Warranties

8.1 Micraft Warranties

Micraft represents and warrants that:

• It has the right to grant the licences and perform the Services described in these Terms
• The Products will perform materially in accordance with the Documentation during the Subscription Term
• Services will be performed with reasonable professional skill and care
• Micraft will comply with applicable laws in performing its obligations

8.2 Client Warranties

The Client represents and warrants that:

• It has authority to enter into and perform these Terms
• Its use of the Products and the Client Data it submits does not and will not violate applicable law or infringe any third party's rights

8.3 Disclaimer

9. Limitation of Liability

9.1 Exclusion of Indirect Damages

9.2 Aggregate Liability Cap

9.3 Basis of the Bargain

THE PARTIES ACKNOWLEDGE THAT THE LIMITATIONS OF LIABILITY IN THIS SECTION REFLECT A REASONABLE ALLOCATION OF RISK AND ARE AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. MICRAFT WOULD NOT ENTER INTO THESE TERMS WITHOUT THESE LIMITATIONS.

9.4 Exceptions

Nothing in these Terms limits or excludes liability for:

• Death or personal injury caused by a party's negligence
• Fraud or fraudulent misrepresentation
• Any liability that cannot be excluded or limited under applicable Indian law

10. Indemnification

The Client will indemnify, defend, and hold harmless Micraft and its directors, officers, employees, and agents from and against any third-party claims, damages, losses, liabilities, costs, and expenses (including reasonable legal fees) arising from:

• The Client's breach of these Terms or any applicable law
• The Client's use of the Products or Services in violation of applicable law
• Client Data that infringes a third party's Intellectual Property Rights or violates applicable law
• The Client's gross negligence or wilful misconduct

11. Term and Termination

11.1 Term

These Terms take effect on first use of the website or execution of an Order Form and remain in effect until terminated.

Product subscriptions run for the Subscription Term in the applicable Order Form. Services engagements run for the term in the applicable SOW.

11.2 Renewal

Unless the Order Form specifies otherwise, subscriptions renew automatically for successive periods equal to the initial Subscription Term unless either party gives written notice of non-renewal at least 30 days before the renewal date.

11.3 Termination for Cause

Either party may terminate immediately on written notice if:

• The other party commits a material breach of these Terms that is not remedied within 30 days of written notice specifying the breach
• The other party becomes insolvent, makes a voluntary arrangement with its creditors, has a receiver or administrator appointed, or enters voluntary or compulsory liquidation

11.4 Effect of Termination

On termination or expiry of any agreement:

• All licences granted to the Client terminate immediately
• The Client must cease use of the Products and return or destroy Micraft Confidential Information
• Micraft will provide the Client with access to export Client Data for 30 days after the termination effective date
• After the export period, Micraft will delete Client Data in accordance with its data retention and deletion procedures
• Accrued payment obligations survive termination
• Sections addressing confidentiality, intellectual property, limitation of liability, indemnification, governing law, and dispute resolution survive termination

12. Intellectual Property

12.1 Micraft's IP

Micraft retains all Intellectual Property Rights in the Products, including all underlying software, algorithms, interfaces, data models, Documentation, and know-how. These Terms do not transfer any ownership of Micraft's Intellectual Property to the Client.

12.2 Client's IP

The Client retains all Intellectual Property Rights in Client Data. These Terms do not transfer any ownership of Client Data to Micraft. Micraft is granted only the limited licence to process Client Data as necessary to provide the Products and Services.

12.3 Micraft Brand

The Client may not use Micraft's name, logo, trademarks, or product names in any public statement, press release, or marketing material without Micraft's prior written consent.

13. Force Majeure

Neither party is in breach of these Terms or liable for delay or failure in performance to the extent caused by circumstances beyond its reasonable control, including acts of God, natural disasters, acts of government or public authority, power or network outages, cyberattacks or infrastructure attacks, labour disputes, pandemic, or epidemic.

The affected party will: promptly notify the other party; use reasonable efforts to mitigate the impact; and resume performance as soon as practicable. If the force majeure event continues for more than 60 days, either party may terminate the affected Order Form or SOW on written notice.

14. Governing Law and Dispute Resolution

14.1 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 (CISG) does not apply.

14.2 Amicable Resolution

Before commencing formal dispute proceedings, the parties will attempt to resolve any dispute through good-faith negotiation between senior representatives. If the dispute is not resolved within 30 days of written notice, either party may initiate arbitration.

14.3 Arbitration

All disputes arising out of or relating to these Terms, including their validity, interpretation, performance, or breach, will be finally settled by binding arbitration under the Arbitration and Conciliation Act, 1996 (as amended):

• Number of arbitrators: One sole arbitrator mutually agreed by the parties, or if no agreement within 15 days, appointed by the appropriate court
• Seat: Pune, Maharashtra, India
• Language: English
• Confidentiality: All arbitration proceedings and awards are confidential

The arbitral award shall be final and binding on both parties. Each party shall bear its own costs of arbitration unless the arbitrator orders otherwise.

14.4 Courts

Subject to the arbitration clause, both parties submit to the exclusive jurisdiction of the courts in Pune, Maharashtra, India for matters that require judicial intervention (such as urgent interim relief).

15. General

15.1 Entire Agreement

These Terms, together with all applicable Order Forms and Statements of Work, constitute the entire agreement between the parties regarding their subject matter and supersede all prior negotiations, representations, and agreements, whether written or oral.

15.2 Order of Precedence

In case of conflict: Order Form or SOW terms take precedence over these Terms, which take precedence over Documentation.

15.3 Amendments

Micraft may amend these Terms from time to time. For existing Product agreements, material amendments take effect 30 days after written notice. The Client's continued use of the Products after the effective date constitutes acceptance. If the Client does not accept the amendments, it may terminate the agreement before the effective date.

15.4 Waiver

Failure to enforce any provision of these Terms does not constitute a waiver. Any waiver must be in writing.

15.5 Severability

If any provision of these Terms is found unenforceable, it will be modified to the minimum extent necessary to make it enforceable. All other provisions remain in full force and effect.

15.6 Assignment

The Client may not assign its rights or obligations without Micraft's prior written consent. Micraft may assign its rights and obligations in connection with a merger, acquisition, corporate restructuring, or sale of all or substantially all of its assets — with reasonable notice to the Client.

15.7 Notices

Notices must be in writing and delivered by email (with read receipt or written acknowledgement) or courier to:

• Micraft: sales@micraft.co.in | 603, White Square, Hinjewadi IT Park, Phase I, Pune — 411057
• Client: Address and email specified in the Order Form

15.8 Relationship

The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency, employment, or franchise relationship.

15.9 No Third-Party Rights

These Terms are for the exclusive benefit of the parties and do not create any rights enforceable by third parties.

16. Product-Specific Terms

16.1 PrecisionCAL

PrecisionCAL is provided as a SaaS platform with Free, Pro, and Enterprise plans. The Client is responsible for determining whether PrecisionCAL meets applicable regulatory requirements for its jurisdiction and industry, including validation requirements under GAMP 5 where applicable. Micraft provides compliance features and validation documentation support but does not guarantee regulatory approval of any specific use.

16.2 DoxCraft Digitization Service

The Document Digitization Service involves the physical collection and handling of the Client's paper documents. Micraft will handle documents with reasonable care. For on-site digitization services, a separate service agreement governs the physical handling process and chain-of-custody. Micraft's liability for loss or damage to physical documents is limited to the reasonable cost of digitization re-work, subject to the aggregate liability cap in Section 9.2.

16.3 CraftMate

CraftMate processes visitor, contractor, and employee access data. The Client, as the facility operator and data controller, is responsible for: providing adequate notice to individuals whose data is collected; obtaining any required consents; and ensuring compliance with applicable data protection and privacy laws in each jurisdiction where CraftMate is deployed.

16.4 Courier Products (Pure CMS, Courier Aggregator)

Micraft's courier products facilitate carrier selection and booking but do not operate as a carrier or courier service. Micraft is not liable for courier service performance, delivery failures, or loss of shipments. Carrier performance is governed by the Client's agreements with each carrier.

16.5 Regulated Industry Use

Clients deploying Micraft Products in regulated industries — pharmaceutical, automotive, medical device, food, financial services — are solely responsible for ensuring that the Products are used in a manner that meets applicable regulatory requirements. Micraft's compliance-oriented features (21 CFR Part 11 controls, IATF 16949 documentation support, GMP audit trails) are designed to support compliance but do not constitute a guarantee of regulatory compliance for any specific use case or regulatory submission.