1. Definitions

Company - The Terms of Conditions are framed for Sioniq Tech Private Limited (SIONIQ) which will hereinafter be referred to as “Company”, “Sioniq”, “We”, “Us.”

Client / User - The User / Client will be the user of website or ERP software or application or service(s) subjected to this terms and conditions and be referred to use “You”, “Your”, “Yours”, or as an “User.”

Services - It means the products and services made available by Us via SIONIQ ERP Software, modules, and feature(s) or Our cloud software and applications for businesses, including associated offline and mobile applications (“Software”).

2. Acceptance of the Agreement

You must be of legal age (i.e., more than 18 years) to enter into a binding agreement in order to accept the Agreement. If You do not agree to the General Terms, do not use any of Our Services. If You agree to the General Terms and do not agree to any service terms, do not use the Services of SIONIQ. By using SIONIQ or interacting through the Website You undertake and agree that You have fully read, understood and accepted the Agreement.

3. Description of Services

We provide ERP software and related services for jewellery businesses, including associated offline and cloud services under Our flagship SIONIQ ERP. SIONIQ ERP is a smart, efficient, and secured software for the jewellery industry. It is a state-of-the-art platform developed with a conscience to provide the jewellery manufacturers, wholesalers and retailers with a one-stop solution to streamline their business and work processes efficiently. You may use SIONIQ for Your jewellery business use. You are responsible for obtaining access to the internet and the equipment necessary to use SIONIQ ERP. You can create and edit content with Your user account and if You choose to do so, You can publish and share such content.

Subject to the terms and conditions and acceptance as otherwise provided in this Agreement, SIONIQ permits to You a limited, non-exclusive, non-transferable and non-assignable license to evaluate SIONIQ Software for Your jewellery business purposes only. You do not have any rights in or to the software except as expressly granted in this Agreement. You acknowledge that the software, all copies of the Software, any derivative works, compilations and collective work of the software, and any know-how and trade secrets related to the software are the sole and exclusive property of the Company.

You alone are responsible for maintaining the confidentiality of Your username, password, and other sensitive information. You are responsible for all activities that occur in Your user account, and You agree to inform Us immediately of any unauthorized use of Your user account. We are not responsible for any loss or damage to You or to any third party incurred as a result of any unauthorized access and / or use of Your user account, or otherwise. We are not responsible for any kind of data discrepancy, or any type of loss occurred due to data discrepancy / software issue.

4. Data Ownership

SIONIQ is the sole owner and the lawful licensee of all the rights to the Software. All title, ownership and intellectual property rights in the software and its products or services, including the website content shall remain with SIONIQ.

The copying, redistribution, or use by You of any part of Our software is strictly prohibited. Your use of Our Services does not grant You ownership rights of any kind in Our Software. SIONIQ reserves all rights not expressly granted to You in this Agreement.

In no event shall SIONIQ be liable for any direct, indirect, incidental, punitive, or consequential damages of any kind whatsoever with respect to Your data. You hereby acknowledge that any reliance upon the information shall be at Your sole risk and further understand and acknowledge that the information has been legally complied.

Customer retains all ownership rights in and to the data uploaded into the ERP platform. SIONIQ shall access and process such data solely for the purpose of providing, maintaining, supporting, securing, and improving the Services in accordance with applicable laws. SIONIQ shall not use Customer data for independent advertising or commercial exploitation.

Trademark

Any icons and logos related with “SIONIQ” are registered trademarks or trademarks or service marks of SIONIQ in various jurisdictions and are protected under applicable trademark and other proprietary and intellectual property rights laws. The unauthorized adoption copying, modification, use or publication of these marks is strictly prohibited.

Copyright

All Website / software Content including Website Information is copyrighted to SIONIQ. You shall not indulge in infringement of SIONIQ's copyright and may not use the information provided by SIONIQ in an unauthorized manner or for unauthorized / illegal purposes.

5. Collection of Information

As part of the service, SIONIQ may track certain information about You based upon Your behaviour on the product. We use this information to do internal research on Our users' demographics, interests, and behaviour to better understand, protect and serve Our users and improve Our services. This information is compiled and analysed on an aggregated basis. We may also collect Your Internet Protocol (IP) address and the URL used by You to connect Your computer to the internet, etc. This information may include the URL that You just came from (whether this URL is on Our Website or not), which URL You next go to (whether this URL is on Our Website or not), Your device information and configurations, computer browser information as the case maybe.

We may use cookies on Our Website and apps (as the case maybe) to identify You in order to make Our Website more user friendly. Most browsers will permit You to decline cookies but if You choose to do this it might affect service on some parts of Our Website. If You choose to make a purchase through the Platform, We collect information about Your buying behaviour. We retain this information as necessary to resolve disputes, provide customer support and troubleshoot problems as permitted by applicable laws and regulations.

Role of Sioniq:

• For Customer-uploaded data, SIONIQ acts as a data processor.
• For billing, website usage, and account administration data, SIONIQ acts as a data controller.

6. Approval of Alerts, Messages and Promotional Campaign

In addition to the use of Sioniq software / website / services, You agree to be bound by the following terms and conditions:

(i) To receive promotional, transactional, and commercial communications from SIONIQ through calls, email, SMS, WhatsApp, RCS or push notifications. Subject to applicable law, SIONIQ may send service-related or promotional communications, and recipients may opt-out as permitted by law.

(ii) The Service may include certain communications from SIONIQ, such as service announcements, administrative messages, and newsletters.

You understand that these communications shall be considered part of using the Services. As part of Our policy to provide You total privacy, We also provide You the option of opting out from receiving newsletters from Us. However, You will not be able to opt-out from receiving service announcements and administrative messages.

7. Spamming and Illegal Activities

You agree to be solely responsible for the contents of Your transactions and operations through the Services. You agree not to use the Sioniq ERP software, website and services for illegal purposes or for the transmission of material that is unlawful, defamatory, insulting, harassing, libelous, invasive of another's privacy, abusive, threatening, harmful, vulgar, obscene, racially or ethnically objectionable, or is otherwise objectionable, offends religious sentiments, promotes racism, contains viruses or malicious code, or that which infringes or may infringe intellectual property or other rights of another. You agree not to use the Sioniq ERP software, website and services for the transmission of “junk mail”, “spam”, “chain letters”, “phishing” or unsolicited mass distribution of email. We reserve the right to terminate Your access to the Software, Website and Services if there are reasonable grounds to believe that You have used them for any illegal or unlawful or unauthorized activity.

8. Organization, Accounts and Administrators

When You sign up for an account for Your organization You may specify one or more administrators. The administrators will have the right to configure the Services based on Your requirements and manage end users in Your organization account. If Your organization account is created and configured on Your behalf by a third party, it is likely that such third party has assumed administrator role for Your organization. Make sure that You enter into a suitable agreement with such third party specifying such party's roles and restrictions as an administrator of Your organization account.

You are responsible for

(i) Ensuring confidentiality of Your organization account password.

(ii) Appointing competent individuals as administrators for managing Your organization account.

(iii) Ensuring that all activities that occur in connection with Your organization account comply with this Agreement.

You understand that SIONIQ is not responsible for account administration and internal management of the Services for You.

You are responsible for taking necessary steps for ensuring that Your organization does not lose control of the administrator accounts. You may specify a process to be followed for recovering control in the event of such loss of control of the administrator accounts. In the absence of any specified administrator account recovery process, SIONIQ may provide control of an administrator account to an individual providing proof satisfactory to SIONIQ demonstrating authorization to act on behalf of the organization. You agree not to hold SIONIQ liable for the consequences of any action taken by SIONIQ in good faith in this regard.

9. General Limitations

Except as otherwise expressly provided under this License Agreement, You shall have no right, and You specifically agree not to:

(i) Utilize the Software beyond the applicable terms.

(ii) Transfer, assign or sublicense Your license rights to any other person, and any such attempted transfer, assignment or sublicense shall be void.

(iii) Provide, divulge, disclose, or make available to, or permit the use of the Software by any third party.

(iv) Sell, resell, license, sublicense, distribute, rent or lease the Software or include the Software in a service bureau or outsourcing offering.

(v) Make error corrections to or otherwise modify or adapt the Software or create derivative works based upon the Software, or to permit third parties to do the same.

(vi) Decompile, decrypt, reverse engineer, disassemble or otherwise reduce the Software to human-readable form, or to permit third parties to do the same.

You understand that SIONIQ is not responsible for account administration and internal management of the Services for You.

You are responsible for taking necessary steps for ensuring that Your organization does not lose control of the administrator accounts. You may specify a process to be followed for recovering control in the event of such loss of control of the administrator accounts. In the absence of any specified administrator account recovery process, SIONIQ may provide control of an administrator account to an individual providing proof satisfactory to SIONIQ demonstrating authorization to act on behalf of the organization. You agree not to hold SIONIQ liable for the consequences of any action taken by SIONIQ in good faith in this regard.

10. Indemnification

You agree to indemnify and hold harmless SIONIQ, its officers, directors, employees, associates, and affiliates, from and against any losses, damages, fines and expenses (including attorney's fees and costs) arising out of or relating to any claims that You have used SIONIQ in violation of another party's rights, in violation of any law, in violations of any provisions of the Agreement, or any other claim related to Your use of the Services, except where such use is authorized by SIONIQ.

11. Limitation of Liability

You agree that Sioniq shall, in no event, be liable for any consequential, incidental, indirect, special, punitive, or other loss or damage whatsoever, or for loss of business profits, business interruption, computer failure, loss of business information, or other loss arising out of or caused by your use of or inability to use the service, even if Sioniq has been advised of the possibility of such damage.

Further, the total aggregate liability of Sioniq, if any, arising out of or related to the services shall not exceed the fees paid by the customer to Sioniq in the twelve (12) months immediately preceding the event giving rise to the claim.

12. Disclaimer of Warranties

You expressly understand and agree that the use of Sioniq ERP is at your sole risk. The software and its services are provided on an as-is and as-available basis. Sioniq expressly disclaims all warranties of any kind, whether express or implied, including, but not limited to, the implied warranties of merchantability and fitness for a particular purpose. Sioniq makes no warranty that the services will be uninterrupted, timely, secure, or error free.

Use of any material downloaded or obtained through the use of Sioniq ERP shall be at your own discretion and risk, and you will be solely responsible for any damage to your computer system, mobile telephone, wireless device, or data that results from the use of Sioniq ERP or the download of any such material.

No advice or information, whether written or oral, obtained by you from Sioniq, its employees, or representatives shall create any warranty not expressly stated in the agreement.

13. Security Policy

You agree not to access or use the Services in any manner that could damage, disable, overburden, or impair any SIONIQ accounts, computer systems or networks. You agree not to attempt to gain unauthorized access to any parts of the Site or any SIONIQ accounts, computer systems or networks. You agree not to interfere or attempt to interfere with the proper working of the Site or any SIONIQ accounts, computer systems or networks. You agree not to use any robot, spider, scraper or other automated means to access the Site or any SIONIQ accounts, computer systems or networks without SIONIQ's express written permission.

14. Inactive User Account Policy

We reserve the right to terminate unpaid user accounts that are inactive for a continuous period of Twelve (12) months. In the event of such termination, Customer may request export of its data within Thirty (30) days prior to permanent deletion, unless legally restricted. We will provide You prior notice of Thirty (30) days of such termination and option to back-up Your data. The data deletion policy may be implemented with respect to any or all of the Services. In case of accounts with more than one user, if at least one of the users is active, the account will not be considered inactive.

15. Hosting Location

The location of the cloud facility from which You are served depends on the mapping of Your region / country to the available cloud facilities at the time of Your sign-up. We may migrate Your account or require You to migrate Your account to a different cloud facility in the event of any updates to the region / country to cloud facility mapping at any point of time. You are request not to mask Your internet protocol (IP) address at the time of sign-up since Your region / country is determined based on Your IP address. If, at any time, Your actual region / country is found to be different from the region / country in Our records, SIONIQ may take appropriate action such as migrate Your account or require You to migrate Your account to the cloud facility corresponding to Your region / country, or close Your account and deny the Service to You. If You are served from a cloud facility outside Your region / country and a SIONIQ group entity has an office in Your region / country, apart from storing the data in the cloud facility assigned to You, We may store a local copy of the data in Your region / country.

16. User Generated Content

You may transmit or publish content created by You using any of the Services or otherwise. However, You shall be solely responsible for such content and the consequences of its transmission or publication. Any content made public will be publicly accessible through the internet and may be crawled and indexed by search engines. You are responsible for ensuring that You do not accidentally make any private content publicly available. Any content that You may receive from other users of the Services, is provided to You AS IS for Your information and personal use only and You agree not to use, copy, reproduce, distribute, transmit, broadcast, display, sell, license or otherwise exploit such content for any purpose, without the express written consent of the person who owns the rights to such content. In the course of using any of the Services, if You come across any content with copyright notice(s) or any copy protection feature(s), You agree not to remove such copyright notice(s) or disable such copy protection feature(s) as the case may be.

17. Sample Files and Application

SIONIQ may provide sample files and applications for the purpose of demonstrating the possibility of using SIONIQ ERP effectively for specific purposes. The information contained in any such sample files and applications consists of random data. SIONIQ makes no warranty, either express or implied, as to the accuracy, usefulness, completeness or reliability of the information or the sample files and applications.

18. Suspension and Termination

SIONIQ may suspend, disable, or terminate Your access to the Services in accordance with the terms set out below.

(i) Termination by Us:

a. We may suspend Your user account or temporarily disable access to whole or part of any service offered by SIONIQ to You, in the event of any suspected illegal activity, extended periods of inactivity or requests by law enforcement or other government agencies.

b. In addition, we reserve the right (i) to terminate Your user account and deny the Services upon reasonable belief that You have violated the Agreement and (ii) to terminate Your access to any service in case of unexpected technical issues.

c. Objections to suspension or disabling of user accounts should be made to info@sioniq.com within Seven (7) days of being notified about the suspension. We may terminate a suspended or disabled user account after Thirty (30) days.

(ii) Termination by You:

a. Upon request by You, We shall terminate this Agreement and stop your use of the Services and SIONIQ ERP. We will terminate Your user account on Your request.

(iii) Consequence of Termination:

a. Termination of user account will include denial of access to all Services, deletion of information in Your user account such as Your email address and password and deletion of all data in Your user account.

19. Product Modifications, Feature Availability, and Service Continuity

SIONIQ strives to provide the most technologically and operationally relevant version of ERP software for your Jewellery business. In the age of dynamic technological advancements, this often requires SIONIQ to be agile and resultantly it reserves the right, the SIONIQ may modify features or services with reasonable prior notice where feasible, if such change is so required, to modify, update, restrict, suspend, or discontinue any part(s) of the Software, including features, modules, services, or access mechanisms. This includes but is not limited to changes arising from licensing models, version upgrades, technological transitions, or reclassification of certain features under SIONIQ Licence Subscription plans that may have been previously available without subscription. These changes may be introduced to meet evolving technology standards, legal and regulatory requirements, business needs, security enhancements, or user experience improvements. SIONIQ shall not be liable to You or any third party for any such modifications, suspensions, or discontinuations, including the withdrawal of support for older versions or legacy technologies. Continued use of the Software or Services after such changes shall constitute Your acceptance of the updated terms.

20. Refund and Cancellation

i. In case of Termination by You, You may raise a request for refund subject to our ‘Cancellation and Refund Policy’ and provided that You have raised a grievance of dissatisfaction from the services within ninety (90) days from the activation of the services and after giving reasonable time to us to resolve the grievance.

ii. There shall be no Refund in case of Termination by Us.

However, once installation and implementation of the Services have been completed, no refund shall be applicable.

Such refund eligibility shall be governed strictly in accordance with the published Cancellation & Refund Policy. In case of such termination, we may downgrade your account to the free plan for that service with limited access.

21. Dispute Resolution, Governing Law and Jurisdiction

Any dispute, controversy or claim arising out of or relating to the Terms shall be settled and adjudicated exclusively by the courts of Hyderabad, Telangana, India in accordance with the laws of India.

22. Pricing

The features are available with an active SIONIQ Licence Subscription only. If not renewed, the subscription will be cancelled.

23. Miscellaneous

(i) Privacy Policy:

Providing our ERP Software and services requires collecting and using your information. The Privacy Policy explains how we collect, use and share information across Sioniq, Sioniq's affiliates / associates, Service Providers, regulators and law enforcement agencies. It also explains the many ways in which you can control your information. You hereby acknowledge and agree to the Privacy Policy available at https://www.sioniq.com/privacy-policy.

(ii) Entire Terms of Use:

These Terms of Use constitutes the entire Terms of Use and supersedes all prior or contemporaneous Terms of Uses, understandings, or representations, whether written or oral, relating to the same subject matter. These Terms of Use may be amended by SIONIQ at its sole discretion. Such amendments may be posted through the Software or on Our website or We notify you by other means. Your continued use of the Software indicates your acceptance to any amendments of the Terms of Use.

(iii) Severability:

If any provision of this Terms of Use is held by a Court of competent jurisdiction to be invalid, illegal, or unenforceable, the remainder of this Terms of Use shall remain in full force and effect, and the affected provision shall be replaced with a valid, legal, and enforceable provision that most closely reflects the original intent of the parties.

(iv) Waiver:

No waiver of any provision of this Terms of Use shall be deemed, or shall constitute, a waiver of any other provision, nor shall any waiver constitute a continuing waiver. No waiver shall be binding unless executed in writing by the party making the waiver.

(v) Force Majeure:

SIONIQ shall not be liable for any delay or failure in performance resulting from causes beyond its reasonable control, including but not limited to natural disasters, governmental actions, cyber incidents, internet service failures, labor disputes, or infrastructure outages.

(vi) No Partnership:

Nothing in this Agreement creates a partnership, joint venture, agency, or employment relationship between the parties.

(vii) Independent Contractors:

The parties are independent contractors, and nothing herein shall be construed to create any fiduciary or agency relationship.

(viii) Claim Limitation Period:

Any claim arising under this Agreement must be brought within Twelve (12) months from the date the cause of action arose.

(ix) No Reliance:

The Customer the acknowledges that it has not relied on any representation or warranty not expressly set forth in this Agreement.

(x) Notices:

All notices or other communications under these Terms of Use shall be in writing and shall be deemed served when delivered personally, sent by e-mail, postage or courier, to the parties at their respective addresses set forth in this Terms of Use, or to such other address as either party may designate by notice to the other party.

Sioniq Tech Private Limited – Registered Office – 8-2-293/82/A/1107, Plot No. 1107, Road No. 55, Jubilee Hills, Hyderabad, Telangana – 500 033, India.