TERMS AND CONDITIONS

Last Updated: 09/07/2026

Welcome to Brandesia LLP.

These Terms and Conditions (“Terms”) govern your access to and use of the websites, software applications, Software-as-a-Service (“SaaS”) platforms, digital products, application programming interfaces (“APIs”), cloud-based solutions, subscriptions, software licences, professional services and other technology-related products and services provided by Brandesia LLP (“Brandesia”, “Company”, “we”, “us” or “our”).

By accessing our website, creating an account, purchasing a subscription, executing an order form, statement of work or proposal, or otherwise using any of our Products or Services, you (“Customer”, “Client”, “User”, “you” or “your”) agree to be bound by these Terms.

If you are accepting these Terms on behalf of a company, organisation or other legal entity, you represent that you have the authority to bind that entity to these Terms.

1. About Brandesia LLP

Brandesia LLP is a limited liability partnership registered under the laws of India and provides software products and information technology services, including but not limited to:

Software-as-a-Service (SaaS) products;
Web-based and cloud-based software;
Mobile and web applications;
Custom software development;
Website and e-commerce development;
API development and integrations;
Artificial intelligence and automation solutions;
Cloud, hosting and infrastructure services;
Software implementation and configuration;
Technical consulting and IT advisory services;
Software maintenance and support;
Digital transformation services; and
Other related technology products and professional services.

Specific commercial and technical terms may also be contained in a proposal, quotation, order form, subscription plan, statement of work (“SOW”), service level agreement (“SLA”) or other written agreement accepted by the Customer.

2. Eligibility and Authority

You must be legally competent to enter into a binding contract under applicable law to use our Products or Services.

If you use our Services on behalf of a business or other organisation, you represent and warrant that:

(a) you are authorised to act on behalf of that organisation;

(b) you have authority to accept these Terms; and

(c) the organisation agrees to be responsible for your use and the use of all authorised users operating under its account.

3. Account Registration and Security

Certain Products and Services may require you to create an account.

You agree to:

provide accurate and complete information;
keep your account information updated;
maintain the confidentiality of usernames, passwords, API keys and other credentials;
restrict unauthorised access to your account; and
promptly notify us of any suspected unauthorised access or security breach.

You are responsible for all activities performed through your account, except to the extent caused by a security failure directly attributable to Brandesia.

We may require additional verification before allowing access to certain features or processing account-related requests.

4. SaaS Subscriptions and Software Access

Subject to payment of applicable fees and compliance with these Terms, Brandesia grants the Customer a limited, non-exclusive, non-transferable, non-sublicensable and revocable right to access and use the subscribed SaaS Product during the applicable subscription period.

The Customer does not acquire ownership of the software, source code, platform, algorithms, databases, designs or underlying technology.

Unless expressly agreed in writing, the Customer shall not:

copy, modify or create derivative works from the software;
reverse engineer, decompile or attempt to extract source code;
resell, sublicense, rent, lease or commercially exploit the software;
bypass security, access controls or usage restrictions;
use automated methods to overload or disrupt the Services;
access the software to develop a competing product or service;
remove proprietary notices or branding; or
use the Services for unlawful, fraudulent or abusive purposes.

5. Subscription Plans and Usage Limits

SaaS Products may be offered under different subscription plans with different:

features;
storage limits;
number of users;
API limits;
transaction limits;
support levels; and
other usage restrictions.

The Customer must remain within the limits of the selected plan.

Where permitted by the applicable plan, additional usage may be charged separately. Brandesia may restrict, suspend or require an upgrade where usage materially exceeds the purchased plan.

6. Free Trials, Beta Features and Promotional Access

Brandesia may offer free trials, demonstrations, beta features or promotional access.

Unless otherwise stated:

such access is provided for evaluation purposes;
features may be limited;
data retention may not be guaranteed;
support commitments may not apply; and
access may be modified or discontinued at any time.

Beta and experimental features are provided on an “as available” basis and may contain errors or undergo material changes.

7. Fees, Taxes and Payment

The Customer agrees to pay all fees stated on the applicable pricing page, proposal, quotation, invoice, order form or SOW.

Unless expressly stated otherwise:

all fees are exclusive of applicable taxes;
GST and other legally applicable taxes shall be charged additionally;
payment obligations are non-cancellable after the relevant service or subscription period has commenced;
invoices must be paid within the stated payment period; and
bank charges, currency conversion charges and payment gateway charges may be borne by the Customer where applicable.

Brandesia may use third-party payment processors. Brandesia does not necessarily store complete card or banking credentials processed directly by such payment providers.

8. Recurring Subscriptions and Renewal

Where a Customer selects a recurring subscription, the subscription may renew automatically at the end of each billing cycle unless cancelled in accordance with the applicable subscription terms.

The Customer authorises the collection of recurring charges through the selected payment method where such recurring payment functionality has been expressly enabled.

If payment fails, Brandesia may:

retry the payment;
restrict certain features;
suspend access; or
terminate the subscription after reasonable notice.

9. Price Changes

Brandesia may change subscription prices, plan structures or feature allocations.

For existing paid subscriptions, material price changes will generally apply from the next renewal cycle unless:

required by law or taxation changes;
caused by third-party infrastructure or licensing changes;
agreed separately with the Customer; or
otherwise stated in the applicable commercial agreement.

10. Custom Software Development and Professional Services

Custom software development, implementation, consulting and other professional services shall be governed by the applicable proposal, quotation, SOW or written agreement.

Such document may specify:

project scope;
deliverables;
milestones;
timelines;
Customer dependencies;
acceptance criteria;
fees and payment milestones;
change request procedures;
support arrangements; and
intellectual property ownership.

Where there is a conflict between these Terms and a specifically executed SOW or written agreement, the specifically executed document shall prevail for that project.

11. Customer Responsibilities and Dependencies

The Customer shall provide all information, approvals, access, credentials, content, infrastructure and decisions reasonably required for the performance of the Services.

Brandesia shall not be responsible for delays caused by:

delayed approvals;
incomplete requirements;
inaccurate information;
non-availability of Customer personnel;
third-party vendors selected by the Customer;
failure to provide required system access; or
changes requested after scope approval.

Project timelines may be reasonably extended where Customer dependencies are delayed.

12. Change Requests and Out-of-Scope Work

Any requirement not included in the agreed scope may be treated as a change request.

Brandesia may assess the impact of the requested change on:

cost;
timeline;
resources;
architecture; and
existing deliverables.

Additional work will commence only after commercial and technical acceptance by the parties where such acceptance is required.

13. Acceptance of Deliverables

Where formal acceptance criteria are specified, the Customer shall review the deliverable within the agreed review period.

If the Customer identifies a material non-conformity with the agreed specifications, it must provide reasonable written details within the review period.

Unless otherwise agreed, minor issues that do not materially prevent the intended use of the deliverable shall not constitute grounds for rejecting the entire deliverable.

14. Customer Data

“Customer Data” means data, files, records, content and information submitted to the Services by or on behalf of the Customer.

As between Brandesia and the Customer, the Customer retains ownership of its Customer Data.

The Customer grants Brandesia a limited right to host, process, transmit, back up and otherwise use Customer Data only as reasonably necessary to:

provide the Services;
maintain security;
provide technical support;
prevent fraud and abuse;
comply with law; and
fulfil other purposes authorised by the Customer.

The Customer represents that it has the necessary rights, permissions and lawful basis to provide Customer Data to Brandesia.

15. Data Processing Roles

Depending on the nature of the Service:

Brandesia may act as a data fiduciary or equivalent responsible entity for personal data collected directly for its own business purposes; and
Brandesia may act as a processor or service provider when processing personal data solely on behalf of a Customer.

Customers using Brandesia Products to collect or process personal data remain responsible for configuring and using the Products in compliance with applicable laws.

Where necessary, the parties may enter into a separate Data Processing Agreement.

16. Confidentiality

Each party may receive confidential or proprietary information belonging to the other party.

The receiving party shall:

use confidential information only for the intended business purpose;
apply reasonable safeguards;
limit access to persons who need such information; and
not disclose such information except as permitted by agreement or required by law.

Confidentiality obligations do not apply to information that:

is publicly available without breach;
was lawfully known before disclosure;
is independently developed; or
is lawfully obtained from a third party without confidentiality restrictions.

17. Intellectual Property Rights

Brandesia and its licensors retain all rights, title and interest in and to:

SaaS platforms;
pre-existing software;
source code;
frameworks;
libraries;
APIs;
algorithms;
templates;
reusable modules;
development tools;
documentation;
trademarks;
designs;
methodologies; and
know-how.

No intellectual property rights are transferred except where expressly agreed in writing.

18. Intellectual Property in Custom Development

Ownership of custom-developed deliverables shall be determined by the applicable SOW or written agreement.

Unless expressly agreed otherwise:

(a) the Customer shall own Customer-specific final deliverables only after full payment of all applicable fees;

(b) Brandesia shall retain ownership of all pre-existing intellectual property, generic components, frameworks, libraries, tools, methods, know-how and reusable technology; and

Third-party and open-source components remain subject to their respective licences.

19. Customer Content and Materials

The Customer retains ownership of materials supplied by it.

The Customer represents and warrants that it has all necessary rights to use and provide such materials and that their use will not:

infringe intellectual property rights;
violate privacy rights;
breach confidentiality obligations; or
violate applicable law.

The Customer shall be responsible for claims arising from materials supplied by it, except to the extent caused by Brandesia’s unauthorised use.

20. Third-Party Services and Integrations

The Services may integrate with third-party services, including:

cloud infrastructure providers;
payment gateways;
communication platforms;
social media platforms;
artificial intelligence services;
analytics providers;
CRM and ERP systems; and
external APIs.

Third-party services are governed by their own terms and policies.

Brandesia is not responsible for outages, changes, restrictions, pricing changes or discontinuation of third-party services outside its reasonable control.

21. Open-Source Software

Certain Products or deliverables may contain open-source software.

Open-source components remain governed by their applicable licences. Nothing in these Terms is intended to restrict rights granted under an applicable open-source licence.

22. Artificial Intelligence Features

Certain Products or Services may use artificial intelligence, machine learning or third-party AI models.

Unless expressly guaranteed in writing:

AI-generated output may contain errors;
output may not be unique;
human review may be necessary;
AI output should not be treated as professional legal, medical, financial or other regulated advice; and
Customers remain responsible for decisions made using AI-generated output.

Customers must not submit confidential, sensitive or restricted data to AI features unless the relevant Service expressly permits such processing.

23. Service Availability and Maintenance

Brandesia will use commercially reasonable efforts to maintain availability of its SaaS Products.

However, uninterrupted operation is not guaranteed.

Services may be unavailable due to:

planned maintenance;
emergency maintenance;
security incidents;
internet or telecommunications failures;
cloud provider outages;
third-party service failures;
force majeure events; or
circumstances beyond Brandesia’s reasonable control.

Any specific uptime commitment shall apply only if expressly stated in an SLA.

24. Backups and Data Retention

Brandesia may maintain backups in accordance with its operational practices or applicable service plan.

Unless expressly agreed otherwise, Customers should maintain independent copies of critical data.

After termination, Customer Data may be deleted after the applicable retention or export period, subject to legal, security and backup retention requirements.

25. Support Services

Support availability, response times and communication channels may vary by Product and subscription plan.

Support does not automatically include:

custom development;
new features;
third-party troubleshooting;
data migration;
training;
infrastructure administration; or
issues caused by unauthorised modifications.

Such services may be separately chargeable.

26. Acceptable Use

You shall not use the Services to:

violate any law;
commit fraud;
infringe intellectual property rights;
distribute malware;
conduct unauthorised surveillance;
gain unauthorised access to systems;
send unlawful spam;
host illegal content;
interfere with system security;
abuse APIs or infrastructure;
impersonate another person; or
facilitate unlawful or harmful activity.

Brandesia may investigate suspected misuse and take reasonable protective action.

27. Suspension of Services

Brandesia may suspend access where reasonably necessary due to:

overdue payment;
material breach of these Terms;
security risk;
fraudulent or unlawful activity;
excessive use threatening system stability;
legal or regulatory requirements; or
risk of harm to Brandesia, its systems or other users.

Where reasonably possible, Brandesia will provide notice and an opportunity to remedy the issue.

28. Termination

Either party may terminate Services:

as permitted under the applicable subscription plan;
in accordance with an SOW or commercial agreement;
for an uncured material breach;
where continued provision becomes unlawful; or
as otherwise permitted by these Terms.

Upon termination:

access rights will cease;
outstanding fees will become payable;
applicable refund provisions will apply;
Customer Data will be handled according to the applicable retention policy; and
provisions intended to survive termination shall remain effective.

29. Warranties

Brandesia warrants that it will provide professional services with reasonable skill and care.

Except as expressly stated, the Services are provided on an “as is” and “as available” basis to the maximum extent permitted by law.

Brandesia does not warrant that:

every Product will be error-free;
Services will always be uninterrupted;
every defect will be corrected immediately;
third-party services will remain available; or
the Services will meet requirements not included in the agreed scope.

Nothing in these Terms excludes warranties or rights that cannot lawfully be excluded.

30. Limitation of Liability

To the maximum extent permitted by applicable law, Brandesia shall not be liable for indirect, incidental, special, exemplary or consequential losses, including loss of profits, business opportunities, goodwill or anticipated savings.

Subject to liabilities that cannot legally be limited, Brandesia’s aggregate liability arising from a particular Product or Service shall not exceed the total fees actually paid by the Customer to Brandesia for the affected Product or Service during the twelve months immediately preceding the event giving rise to the claim.

Nothing in these Terms excludes or limits liability where such exclusion or limitation is prohibited by applicable law.

31. Indemnity

The Customer agrees to indemnify and hold Brandesia harmless against third-party claims arising from:

unlawful use of the Services;
Customer Content;
infringement caused by materials supplied by the Customer;
breach of these Terms; or
violation of applicable law by the Customer.

Brandesia shall remain responsible for its own acts and omissions to the extent required by applicable law.

32. Force Majeure

Neither party shall be liable for delay or failure caused by events beyond its reasonable control, including natural disasters, war, civil unrest, government action, epidemics, internet failures, power failures, cyberattacks, cloud infrastructure failures or other comparable events.

Payment obligations already due shall not be excused solely by a force majeure event.

33. Electronic Communications and Records

You agree that agreements, notices, invoices, approvals and other communications may be provided electronically.

Electronic acceptance, including clicking an acceptance button, creating an account, making payment or using the Services after being presented with these Terms, may constitute acceptance to the extent permitted by applicable law.

34. Consumer Rights

Nothing in these Terms is intended to exclude or restrict any mandatory rights available to a consumer under applicable Indian law.

Where a provision of these Terms conflicts with a mandatory consumer protection requirement, the mandatory legal requirement shall prevail.

35. Grievance Redressal

For complaints or grievances relating to our Products or Services, please contact:

Email: Grievance@brandesia.com

Please include your name, account details, order or invoice reference and a description of the issue.

Brandesia will review grievances in accordance with applicable law.

36. Governing Law and Jurisdiction

These Terms shall be governed by the laws of India.

Subject to applicable consumer rights and any mandatory legal jurisdiction, courts located in [City, State, India] shall have jurisdiction over disputes arising from these Terms.

The parties may mutually agree to attempt good-faith negotiation or mediation before commencing formal proceedings.

37. Changes to These Terms

Brandesia may update these Terms to reflect:

changes in law;
new Products or features;
changes in business practices;
security requirements; or
operational improvements.

Material changes will be communicated through reasonable means where required.

Continued use after the effective date of updated Terms constitutes acceptance to the extent permitted by law.

38. General Provisions

If any provision is held invalid or unenforceable, the remaining provisions shall continue in effect.

Failure to enforce a provision does not constitute a waiver.

The Customer may not assign its rights or obligations without Brandesia’s prior written consent, except as permitted by law or agreement.

Brandesia may assign these Terms in connection with a merger, restructuring, acquisition or transfer of business, subject to applicable law.

39. Contact Information

Brandesia LLP

Email: Info@brandesia.com
Website: www.Brandesia.com