Terms of Use

1. Introduction & Acceptance

Welcome to Symplichain Technologies Private Limited ("Company", "Symplichain", "we", "our", or "us").

These Terms of Use ("Terms", "Agreement") constitute a legally binding agreement between you and Symplichain Technologies Private Limited, a company incorporated under the Companies Act, 2013, having its registered office at 2072, Kokarya Business Synergy Center, Royal County, 8th Phase, JP Nagar, Bengaluru, Karnataka 560083, India.

1.1 Services Covered

These Terms govern your access to and use of:

• Website: www.symplichain.com and all associated web pages
• SymFlow: Supply chain orchestration and logistics management platform
• SymAI: AI-native intelligence layer with agentic automation tools
• SymMirror: Digital twin technology for supply chain simulation (planned)
• Symflow Driver: Mobile application for Android devices
• APIs: Application programming interfaces and developer tools
• Any other services, features, or applications provided by Symplichain (collectively, "Services")

1.2 Agreement to Terms

BY ACCESSING OUR WEBSITE, CREATING AN ACCOUNT, LOGGING INTO OUR PLATFORMS, DOWNLOADING OR USING THE DRIVER APP, OR OTHERWISE USING OUR SERVICES, YOU:

1. ACKNOWLEDGE that you have read, understood, and agree to be bound by:

• These Terms of Use in their entirety
• Our Privacy Policy (www.symplichain.com/privacy)
• Any additional terms applicable to specific Services (e.g., API Terms, Enterprise Agreements)

2. REPRESENT AND WARRANT that:

• You are at least 18 years of age
• You have the legal capacity to enter into binding contracts
• Your use of the Services does not violate any applicable law or regulation
• All information you provide is accurate, current, and complete

3. CONSENT to receive communications from us via email, SMS, push notifications, and in-app messages regarding:

• Service updates and new features
• Transactional notifications (shipment updates, delivery confirmations)
• Account and security notifications
• Marketing communications (which you can opt out of at any time)

IF YOU DO NOT AGREE TO THESE TERMS:

• Do not access or use any part of our Services
• Do not create an account or provide any information to us
• Contact us at legal@symplichain.com if you have questions before proceeding

1.3 Changes to Terms

We may modify these Terms at any time to reflect changes in business practices, legal requirements, industry standards, or user feedback.

Notification: Email notification at least 30 days before effective date for material changes, prominent notice on Website and app login screens, and update of "Last Updated" date.

Acceptance: Continued use after the effective date constitutes acceptance. If you do not agree, stop using our Services and request account deletion within 30 days.

1.4 Additional Terms

Certain Services may be subject to additional terms:

• Enterprise Agreements: Separate written agreements take precedence for subject matter covered
• API Terms: Additional terms and developer guidelines for API use
• Driver Terms: Additional terms imposed by employer/dispatcher
• Beta Features: Separate beta terms may apply

2. User Accounts

2.1 Account Creation

Account Types:

• Platform User Account: For businesses using SymFlow, SymAI, or SymMirror
• Driver Account: For individuals using the Symflow Driver app
• Admin Account: For organization administrators managing multiple users

Registration Requirements: Provide accurate and complete information, maintain and update your account information, choose a strong unique password, and verify your email/phone number.

Prohibited Registrations:

• Persons under 18 years of age
• Entities or individuals previously banned from our Services
• Providing false, misleading, or inaccurate information
• Creating multiple accounts to circumvent restrictions or for fraudulent purposes

2.2 Account Security

Your Responsibilities:

• Keep your login credentials confidential
• Use strong, unique passwords (minimum 8 characters with letters, numbers, and symbols)
• Enable two-factor authentication (2FA) if available
• Not share your account with others
• Log out after each session on shared devices
• Immediately notify us of any unauthorized access at security@symplichain.com

We Are Not Liable for unauthorized access resulting from your failure to safeguard credentials, or actions taken by someone using your account.

Security Measures We Implement: Encrypted password storage (bcrypt/Argon2), session management and automatic timeout, login attempt monitoring and rate limiting, IP whitelisting for enterprise accounts, and security alerts for suspicious activity.

2.3 Account Types & Permissions

Platform User Accounts:

• Viewer: Read-only access to dashboards and reports
• User: Create and manage shipments, view analytics
• Manager: User permissions + team management
• Admin: Full access including billing, user management, integrations

Driver Accounts: Individual Driver (personal account linked to employer/fleet) and Fleet Driver (account managed by fleet organization).

Organization admins can invite, manage, and deactivate user accounts. Admins are responsible for ensuring proper access controls within their organization.

2.4 Account Suspension & Termination

We May Suspend or Terminate Your Account if you:

• Violate these Terms or our Acceptable Use Policy (Section 3)
• Engage in fraudulent, illegal, or abusive activities
• Provide false or misleading information
• Fail to pay fees when due
• Pose a security or legal risk to us or other users

Suspension Process: Warning for minor violations, temporary suspension (7-30 days), then permanent termination. We will provide notice via email (except for severe violations). You may appeal by contacting legal@symplichain.com within 14 days.

Effect of Termination: Immediate loss of access, cancellation of subscriptions (no refunds for prepaid periods unless legally required), data deletion per retention policy, and outstanding fees remain due.

Your Right to Terminate: You may terminate at any time by emailing compliance@symplichain.com. Termination does not excuse payment of fees incurred before termination.

3. Acceptable Use Policy

3.1 Permitted Use

• Legitimate business purposes in the supply chain and logistics industry
• Managing your organization's shipments, deliveries, and operations
• Accessing analytics and insights to improve your business
• Integrating with your existing systems via our APIs (subject to API Terms)

3.2 Prohibited Activities

A. Illegal or Harmful Activities

• Use Services to facilitate illegal activities, including smuggling, contraband, or prohibited goods
• Transport goods that violate import/export laws, sanctions, or embargoes
• Use Services to facilitate fraud, money laundering, or financial crimes
• Harass, threaten, or harm other users or third parties
• Violate any applicable local, state, national, or international law

B. Misuse of Services

• Reverse engineer, decompile, or disassemble any part of the Services
• Attempt to gain unauthorized access to our systems, servers, or networks
• Introduce viruses, malware, or malicious code
• Use automated scripts, bots, or scrapers without written permission
• Overload or disrupt our infrastructure (e.g., DDoS attacks)
• Circumvent security measures or access controls

C. Data Misuse

• Input false, misleading, or inaccurate shipment information
• Upload or transmit copyrighted material without authorization
• Collect or harvest user data without consent
• Use data obtained from Services for purposes other than those intended
• Share ULIP verification data with unauthorized third parties

D. Fraudulent Behavior

• Create multiple accounts to abuse trial periods or promotions
• Impersonate another person, organization, or driver
• Falsify vehicle registration, driver licenses, or credentials
• Submit fake proof of delivery or fraudulent delivery confirmations
• Manipulate performance metrics or ratings

E. Competitive Actions

• Use Services to build a competing product or service
• Benchmark performance for competitive analysis without written permission
• Copy our features, design, or user interface

F. Inappropriate Content

• Upload content that is obscene, defamatory, hateful, or discriminatory
• Share sexually explicit material, child exploitation imagery, or violent content
• Post spam, unsolicited advertising, or promotional material

3.3 ULIP-Specific Prohibitions

• Do not provide vehicle or driver information you are not authorized to share
• Do not falsify FASTag, insurance, or fitness certificate details
• Do not use ULIP data for purposes other than logistics verification
• Do not attempt to access ULIP systems directly outside of our platform

3.4 Consequences of Violations

First Violation: Warning and temporary suspension (7 days)

Second Violation: Extended suspension (30 days) and possible legal action

Severe Violations: Immediate permanent termination and referral to law enforcement

We reserve the right to remove prohibited content immediately, report illegal activities to law enforcement, cooperate with authorities, and seek legal remedies including injunctions and damages.

3.5 Reporting Violations

If you become aware of violations by other users, email abuse@symplichain.com with a description of the violation, user involved, and evidence. We will investigate within 7 business days.

4. Intellectual Property Rights

4.1 Symplichain's Intellectual Property

We Own All Rights to the Services (software, platforms, apps, APIs), our trademarks and logos ("Symplichain", "SymFlow", "SymAI", "SymMirror"), website design, documentation, proprietary algorithms, AI models, and source code.

Protected By: Copyright Act 1957, Trade Marks Act 1999, trade secret and confidentiality obligations, patent laws, and international intellectual property treaties.

You May NOT: Copy, modify, distribute, or create derivative works of our software; use our trademarks without prior written permission; remove or alter copyright notices; or claim ownership of any part of the Services.

4.2 Limited License to Use Services

We grant you a limited, non-exclusive, non-transferable, revocable license to access and use the Services for your internal business operations, download and use the Driver App, and access documentation.

This license is subject to compliance with these Terms, payment of applicable fees, and terminates if you violate these Terms. It does NOT include rights to sublicense, resell, redistribute, modify, create derivative works, or access source code.

4.3 User Content & Feedback

Your Content: You retain ownership of data you input. You grant us a worldwide, non-exclusive, royalty-free license to use, store, process, and display your content solely to provide the Services. You represent that you have all necessary rights.

Feedback & Suggestions: If you provide ideas or feedback, you grant us an unrestricted, perpetual, irrevocable, royalty-free license to use, modify, and commercialize it. We are not obligated to implement any feedback, and you will not be entitled to compensation.

AI Training Data: Aggregated, anonymized usage patterns may be used to improve AI models. Your proprietary business data will not be sold without consent (see Privacy Policy Section 4.2(G)).

4.4 Third-Party Intellectual Property

Our Services may include open-source software, third-party APIs (Google Maps, AWS, ULIP), and licensed assets. You must comply with third-party license terms and respect third-party intellectual property. We are not liable for third-party IP claims arising from your misuse.

4.5 DMCA & Copyright Infringement

If you believe your copyrighted work has been infringed, email dmca@symplichain.com with identification of the work, location of infringing material, your contact information, and statement of good faith belief. We will investigate within 7 business days and remove infringing content if the claim is valid.

5. Subscription & Payment Terms

5.1 Pricing & Plans

Platform Users (SymFlow, SymAI, SymMirror):

• SME Plans: ₹2,000 - ₹25,000 per month
• Enterprise Plans: ₹25,000 - ₹1,00,000+ per month
• Custom Plans: Negotiated pricing for large organizations

Driver App Users: Free for drivers (costs borne by employer/dispatcher).

Add-Ons (Usage-Based): AI agent actions (₹200+ per action), additional API calls, premium support, custom integrations.

Current pricing at www.symplichain.com/pricing. We may change pricing with 30 days' notice.

5.2 Billing & Payment

Payment Methods: Credit/debit cards (Visa, Mastercard, RuPay, Amex), net banking and UPI (via Razorpay), bank transfer for enterprise customers (invoice payment within 30 days).

Billing Cycle: Monthly plans billed same day each month, annual plans billed once per year (10-15% discount), custom plans as agreed.

Automatic Renewal: Subscriptions auto-renew unless cancelled at least 7 days before renewal. Renewal reminder sent 7 days before billing.

Failed Payments: Up to 3 retries over 7 days. Account suspended after 7 days if unpaid. Reactivation fee may apply.

5.3 Taxes

You are responsible for all applicable taxes (GST, VAT, sales tax). 18% GST applies to all services in India. GST number must be provided during registration. International users may be subject to local taxes.

5.4 Refunds & Cancellations

Free Trial: 14-day free trial for new Platform users. No credit card required. Cancel anytime with no charges.

Cancellation: Cancel at any time via account settings or email billing@symplichain.com. Effective at end of current billing period. No refunds for unused time.

Refunds: Pro-rated refunds only if we terminate without cause or fail to provide Services. Exceptions: service unavailability exceeding 7 days, billing errors, or legally required.

To request a refund, email billing@symplichain.com with account details, reason, and invoice number.

5.5 Overdue Payments

Interest at 18% per annum on overdue amounts after 30 days. Account suspension after 45 days. Termination and debt collection after 60 days. You are responsible for all collection costs.

6. Service Level & Availability

6.1 Service Availability

We strive for 99.5% uptime for Platform and APIs, and 99% uptime for Driver App (calculated monthly).

Excluded from uptime: Scheduled maintenance (announced 48 hours in advance), force majeure events, your ISP/hardware issues, and third-party outages (AWS, ULIP, Google Maps).

Scheduled Maintenance: Typically Sundays, 12:00 AM - 6:00 AM IST. Emergency maintenance with minimal notice.

6.2 Service Modifications

We may add, modify, or discontinue features at any time. 30 days' notice for material changes. 90 days' notice for breaking API changes. Migration guides provided for deprecated features.

6.3 Beta Features

Features marked "Beta", "Alpha", or "Pilot" are experimental, may be unstable or incomplete, and are provided "AS IS" without warranties. No guarantees of future inclusion in production.

6.4 Support

All Plans: Email support (support@symplichain.com), 24 hours for standard inquiries, 4 hours for critical issues.

Enterprise Plans: Priority email and phone support, dedicated account manager, 1-hour response for critical issues, quarterly business reviews.

Driver App: In-app chat during business hours, email driver-support@symplichain.com, phone +91 97777 21127 for critical issues.

7. Data & Privacy

7.1 Privacy Policy

Our collection, use, and protection of your Personal Information is governed by our Privacy Policy (www.symplichain.com/privacy). By using our Services, you acknowledge that you have read and understood the Privacy Policy.

7.2 Your Data Responsibilities

You Are Responsible For:

• Ensuring you have rights to share vehicle and driver information
• Obtaining consent from individuals whose data you upload
• Providing accurate and complete information
• Complying with data protection laws applicable to you
• Maintaining security of your account and data access

You Must NOT: Upload unauthorized data, input unnecessary sensitive personal data, violate privacy rights, or share credentials giving unauthorized data access.

7.3 Data Security

We implement encryption (AES-256 at rest, TLS 1.2+ in transit), access controls, regular security audits, and incident response procedures.

No system is 100% secure. You acknowledge inherent risks. We are not liable for breaches caused by your negligence. In case of a breach, we will notify you within 72 hours and cooperate with authorities.

7.4 Data Portability & Export

You can export your data in CSV or JSON format at any time. Request via compliance@symplichain.com. Data delivered within 30 days including account information, shipment/delivery records, user activity logs, and uploaded documents.

8. Integrations & Third-Party Services

8.1 Third-Party Services

Our Services integrate with:

• Government Systems: ULIP (vehicle/driver verification), E-way Bill Portal, Vahan
• Cloud & Infrastructure: AWS (hosting, storage), Google Cloud Platform (mapping)
• Communication & Payment: Razorpay/Stripe, Twilio/MSG91, SendGrid/AWS SES
• Analytics: Mixpanel, Google Analytics

8.2 Your Consent to Third-Party Sharing

By using our Services, you explicitly consent to data transmission to third-party services as described in our Privacy Policy and compliance with their terms of service.

8.3 Limitations on Third-Party Services

We are not responsible for third-party outages, API/pricing changes, data breaches, or accuracy of third-party data (e.g., ULIP verification results). ULIP and government systems operate independently. Google Maps suggestions may not always be optimal.

8.4 Custom Integrations

Available for enterprise customers (ERP, WMS, custom API). Requires separate integration agreement, additional fees, and minimum 12-month commitment. Contact enterprise@symplichain.com.

9. Warranties & Disclaimers

9.1 Warranties

We Warrant: We have the legal right to provide Services, Services will substantially conform to documentation, and we will use commercially reasonable efforts to maintain security.

You Warrant: You have authority to enter these Terms, your use complies with all applicable laws, information you provide is accurate, and you will not use Services for illegal purposes.

9.2 Disclaimer of Warranties

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED.

WE SPECIFICALLY DISCLAIM warranties of merchantability, fitness for a particular purpose, and non-infringement; warranties regarding accuracy, reliability, or completeness; guarantees of uninterrupted, error-free, or secure service.

Specifically: AI outputs may contain errors (you must validate); we do not guarantee ULIP data accuracy; GPS accuracy may vary; we do not guarantee on-time delivery or driver performance; Google Maps suggestions may not be optimal.

9.3 No Professional Advice

Our Services do not constitute legal, financial, or tax advice, compliance certification, or professional consulting. You should consult qualified professionals and make final business decisions based on your own judgment.

10. Limitation of Liability

10.1 Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW:

We shall NOT be liable for indirect, incidental, or consequential damages including loss of profits, revenue, data, business interruption, reputational harm, cost of substitute services, or loss from shipment delays.

Direct damages limited to: For Platform Users, fees paid in the 12 months preceding the claim. For Driver App Users, ₹10,000.

Not liable for damages from: Your violation of Terms, unauthorized account access, third-party services, force majeure, or reliance on unvalidated AI outputs.

10.2 Force Majeure

We are not liable for delays or failures caused by natural disasters, government actions, wars, internet failures, third-party outages, labor disputes, or other events beyond reasonable control. Obligations suspended for the duration. Fees may be paused for extended outages (>30 days).

10.3 Basis of the Bargain

You acknowledge that these limitations reflect the allocation of risk, are an essential basis of the bargain, and that the fees reflect these limitations.

11. Indemnification

11.1 Your Indemnification Obligations

You agree to indemnify, defend, and hold harmless Symplichain from claims arising from:

• Your Use: Violation of Terms, laws, or third-party IP rights; false information
• Your Content: Infringing, defamatory, or illegal content you upload
• Your Negligence: Sharing credentials, unauthorized data uploads, fraudulent activities
• Third-Party Claims: Claims by employees, drivers, customers, or partners; claims from shipments or use of integrations

11.2 Indemnification Process

We will promptly notify you of claims, provide reasonable cooperation (at your expense), and allow you to control the defense. You must not settle claims imposing obligations on us without our consent, or admit liability on our behalf.

11.3 Our Right to Defend

If you fail to assume defense within 10 days, we may defend ourselves at your expense. You remain liable for all costs and damages.

12. Dispute Resolution

12.1 Governing Law

These Terms are governed by the laws of India, specifically the Information Technology Act 2000, Indian Contract Act 1872, Companies Act 2013, Consumer Protection Act 2019 (where applicable), and other applicable Indian laws.

12.2 Jurisdiction

All disputes shall be subject to the exclusive jurisdiction of the courts of Bengaluru, Karnataka, India. You irrevocably consent to this jurisdiction. For international users, Indian law and Bengaluru jurisdiction apply regardless of your location.

12.3 Dispute Resolution Process

Step 1: Informal Negotiation (30 days)

Email legal@symplichain.com with subject "Dispute Notice". We will acknowledge within 48 hours, assign a manager, schedule a call within 7 days, and attempt resolution within 30 days.

Step 2: Mediation (if negotiation fails)

Neutral third-party mediator in Bengaluru or via videoconference. Cost split equally. Non-binding.

Step 3: Arbitration (optional, if both parties agree)

Governed by Arbitration and Conciliation Act, 1996. Seat: Bengaluru. Language: English. Single arbitrator.

Step 4: Litigation in courts of Bengaluru per Section 12.2.

12.4 Class Action Waiver

Disputes resolved individually only. You waive rights to class action lawsuits or class-wide arbitration. Claims cannot be consolidated. Exception: Where prohibited by mandatory consumer protection laws.

12.5 Time Limitation for Claims

Claims must be filed within 1 year from when the cause of action arose. Claims for non-payment may be filed within 3 years (Limitation Act, 1963).

13. General Provisions

13.1 Entire Agreement

These Terms, together with our Privacy Policy, any Enterprise Agreement, API Terms, and Beta Terms, constitute the entire agreement and supersede all prior communications. No verbal promises by employees are binding.

13.2 Severability

If any provision is found invalid, it will be modified to the minimum extent necessary or severed. Remaining provisions continue in full force.

13.3 Waiver

Failure to enforce any provision does not constitute a waiver. Only written waivers signed by our authorized representative are valid. Waiver of one breach does not waive future breaches.

13.4 Assignment

You may not assign these Terms without our consent. We may assign to affiliates, in connection with mergers/acquisitions, or to third parties with 30 days' notice.

13.5 No Agency or Partnership

These Terms do not create employment, agency, partnership, or joint venture. You and Symplichain are independent contractors. Drivers using the app are not our employees.

13.6 Third-Party Beneficiaries

No third party has rights to enforce these Terms. Exception: Our affiliates, directors, employees, and agents are beneficiaries of Sections 10 and 11.

13.7 Notices

To Us: Email legal@symplichain.com or postal mail to Symplichain Technologies Pvt Ltd, 2072, Kokarya Business Synergy Center, Royal County, 8th Phase, JP Nagar, Bengaluru, Karnataka 560083, India.

From Us: Via email to your registered address, in-app notifications, or website banners. Deemed delivered: email 24 hours, postal 7 days (India) / 15 days (international).

13.8 Export Control

You will not export or transfer Services to embargoed countries, denied-party persons, or for prohibited end-uses. You certify you are not in a sanctioned country or on any denied-party list.

13.9 Government Users

Services are "commercial computer software" with rights as granted to commercial users. Special terms may apply - contact enterprise@symplichain.com.

13.10 Survival

The following survive termination: Section 4 (IP Rights), Section 5 (Payment obligations), Section 9 (Warranties & Disclaimers), Section 10 (Limitation of Liability), Section 11 (Indemnification), Section 12 (Dispute Resolution), Section 13 (General Provisions).

14. Contact Information

15. Acknowledgment

BY CLICKING "I ACCEPT", CREATING AN ACCOUNT, LOGGING IN, OR USING OUR SERVICES, YOU ACKNOWLEDGE THAT:

1. You have read and understood these Terms of Use in their entirety
2. You have read and understood our Privacy Policy
3. You agree to be bound by these Terms and the Privacy Policy
4. You meet the eligibility requirements (18+ years, legal capacity)
5. You have authority to bind your organization (if acting on behalf of a company)
6. You consent to electronic communications and notices
7. You understand the limitations of liability and disclaimers
8. You agree to the dispute resolution process and exclusive jurisdiction of Bengaluru courts

IF YOU DO NOT AGREE TO THESE TERMS, DO NOT USE OUR SERVICES.