The agreement, in plain structure.

Parties. "SIAARU", "we" and "us" mean the SIAARU legal entity identified in the Order Form. "Customer" and "you" mean the organization identified in the Order Form. If an Order Form conflicts with these Terms, the Order Form wins for that order.

1. The Service

1.1 What it is. SIAARU is a hosted, multi-tenant software service that computes supply chain metrics from data the Customer provides, detects and quantifies exceptions, and produces recommendations for a human to approve ("the Service"). The Service is described at siaaru.com and in the Documentation.

1.2 Access. Subject to payment and these Terms, SIAARU grants the Customer a non-exclusive, non-transferable right during the Subscription Term for its Authorized Users to access and use the Service for the Customer's internal business operations. No source code, and no rights other than those stated, are granted.

1.3 Accounts are by invitation. There is no self-service sign-up. Accounts are created by invitation issued by SIAARU or by the Customer's own administrators. The Customer is responsible for who it invites and for deactivating people who leave.

1.4 The Service recommends; the Customer decides. The Service produces metrics, alerts and recommendations. It does not execute changes against the Customer's other systems without a named Authorized User approving the action. The Customer's business decisions remain the Customer's. SIAARU does not warrant any particular business outcome, saving, or forecast accuracy, and the Service is not a substitute for the Customer's own operational judgment.

1.5 AI features. Certain features use large language models to explain figures the Service has already computed. Model output never produces a figure: replies containing numbers not present in the source data are discarded by design. Customer Data is not used to train any model, ours or a third party's. Where a third-party model provider is used, it is listed as a subprocessor under Section 9.

2. Subscriptions, users and usage

2.1 Plans and ceilings. The Customer subscribes to a plan named in the Order Form. Each plan carries stated ceilings (users, sites, SKUs, suppliers, integrations) published at siaaru.com/pricing and restated in the Order Form.

2.2 What happens at a ceiling. The Service does not switch anything off when a ceiling is crossed — a control tower that stops monitoring over a billing threshold is a blind spot, and we will not build one. Instead the overage is notified in-product and by email, and handled under 2.3.

2.3 Additional users. Users beyond the plan's ceiling are chargeable at a per-user monthly rate of ₹5,000 to ₹10,000 per additional user, the exact rate within that band fixed in the Order Form based on the Customer's requirements and stated before it applies. Additional-user charges are invoiced separately in arrears, are never auto-charged without an agreed Order Form or amendment, and stop when the user count returns under the ceiling. Persistent overage of other ceilings (SKUs, sites) is handled by moving plan, by agreement.

2.4 Authorized Users. Named individuals only. Credentials must not be shared; a shared login counts as one user per person who uses it. The Customer is responsible for its users' compliance with this Agreement.

2.5 Acceptable use. The Customer must not: use the Service to build a competing product; resell or provide service-bureau access; attempt to access another tenant's data; probe or degrade the Service except through an agreed security test; upload malware; or use the Service in violation of applicable law. SIAARU may suspend access for a serious violation, with notice, and lifts the suspension when the violation stops.

3. Fees and payment

3.1 Fees. As stated in the Order Form. Published plan prices are at siaaru.com/pricing. Enterprise subscriptions are individually scoped and priced in the Order Form.

3.2 Billing. Monthly plans are billed monthly in advance; annual plans annually in advance at ten months of the monthly rate. Implementation fees are one-time and invoiced per the Order Form milestones. Annual maintenance (AMC), where taken, begins in year two.

3.3 Taxes. Fees are exclusive of GST and any other applicable taxes, which the Customer pays in addition. Each party is responsible for its own income taxes. Where withholding applies, the Customer will provide TDS certificates promptly.

3.4 Late payment. Amounts unpaid 15 days after the due date accrue interest at 1.5% per month or the maximum lawful rate, whichever is lower. If an undisputed invoice is 30 days overdue, SIAARU may suspend access after 10 days' written notice, and restores it promptly on payment. Suspension does not relieve the payment obligation.

3.5 No refunds except as expressly stated (Sections 6.4, 11.1, 13.3, 13.4). Fees for a Subscription Term already begun are not refundable on a for-convenience termination by the Customer.

3.6 Price changes take effect at renewal, never mid-term, and require at least 60 days' notice before the renewal date.

4. Customer Data

4.1 Ownership. The Customer owns Customer Data — everything it uploads or connects, and everything the Service derives from it for the Customer's own tenant (metrics, exceptions, recommendations, reports). SIAARU claims no rights in it beyond the licence in 4.2.

4.2 Licence to operate. The Customer grants SIAARU a licence to host, copy, process and display Customer Data solely to provide and support the Service, to comply with law, and as instructed by the Customer.

4.3 Tenant isolation. Every read and write in the Service is scoped to the Customer's own organization. Cross-tenant access is treated as a security incident, not a configuration matter.

4.4 Aggregated statistics. SIAARU may compile statistics about Service usage that do not identify the Customer, its users, or any Customer Data values, and may use them to operate and improve the Service.

4.5 Export and return. The Customer can export its data from the Service at any time in standard formats. For 30 days after termination, SIAARU will make Customer Data available for export on request; after that it is deleted from production systems, and from backups on the backup rotation, per the retention schedule in the Documentation.

4.6 Data quality. The Service computes from the data given to it. Quality scoring and quarantine exist to make bad data visible, but the Customer is responsible for the accuracy of what it uploads, and figures computed from inaccurate Customer Data are not a Service defect.

5. Security

5.1 SIAARU maintains an information security programme including: encryption in transit and at rest for credentials and secrets; role-based access; multi-factor authentication for administrative accounts; audit logging of data-affecting actions retained for seven years; environment separation between development, testing and production, each with its own database and credentials; dependency scanning; and documented incident response, retention and access-control policies (available on request).

5.2 Breach notice. SIAARU will notify the Customer without undue delay, and in any case within 72 hours, after becoming aware of a breach of security leading to accidental or unlawful destruction, loss, alteration or unauthorized disclosure of Customer Data, with the information reasonably needed for the Customer's own obligations.

5.3 Customer's side. The Customer keeps its credentials confidential, configures its own user roles, and notifies SIAARU promptly of any suspected compromise of its accounts.

6. Availability and support

6.1 Target availability: 99.5% measured monthly, excluding scheduled maintenance (notified at least 48 hours ahead and placed outside Indian business hours where practicable) and events under Section 13.4 (force majeure).

6.2 Support. Business hours (IST, working days) by email for all plans; response targets by severity are stated in the Documentation. Enterprise Order Forms may state enhanced support.

6.3 Maintenance and change. SIAARU may modify the Service provided it does not materially reduce its core functionality during a paid term. Features marked beta or preview are excluded from the SLA and warranty.

6.4 Sole remedy. If availability falls below target in a month, the Customer's remedy is a service credit of 5% of that month's subscription fee per full percentage point of shortfall, capped at 50% of the month's fee, claimed within 30 days. Credits apply against future invoices. This is the sole remedy for availability shortfalls except where Section 11 applies.

7. Intellectual property

7.1 SIAARU owns the Service, its software, models of operation, templates, documentation and everything either party's use generates that is not Customer Data (including anonymised operational telemetry). No implied licences.

7.2 Feedback the Customer chooses to give may be used by SIAARU without restriction or obligation.

7.3 Bespoke work. Calculators, connectors or reports built for the Customer under a paid engagement are SIAARU-owned code enabled for the Customer's tenant, unless the Order Form states otherwise. What is customer-specific is the enablement, not the code.

8. Confidentiality

8.1 Each party will protect the other's Confidential Information with at least the care it uses for its own, and no less than reasonable care; use it only to perform this Agreement; and disclose it only to personnel and advisers who need it and are bound to confidentiality.

8.2 Exclusions: information that is public without breach, already known, independently developed, or lawfully received from a third party.

8.3 Compelled disclosure is permitted with prompt notice (where lawful) and reasonable cooperation to limit it.

8.4 Obligations survive 5 years past termination; for trade secrets, for as long as they remain trade secrets.

9. Data protection

9.1 The parties will comply with applicable data protection law, including India's Digital Personal Data Protection Act, 2023 and, where it applies to the Customer's data, the GDPR.

9.2 For personal data in Customer Data, the Customer is the data fiduciary (controller) and SIAARU the processor. SIAARU processes on the Customer's documented instructions; assists with data-principal requests; imposes equivalent terms on subprocessors and remains responsible for them; and maintains the security measures in Section 5.

9.3 Subprocessors (hosting, model provider, payments, email) are listed in the Documentation. SIAARU gives 30 days' notice of additions; the Customer's remedy for a reasonable objection is termination of the affected service with a pro-rata refund.

9.4 Location. Production data is hosted in the region named in the Order Form. Enterprise terms may fix a region.

10. Warranties and disclaimers

10.1 Each party warrants it has the authority to enter this Agreement.

10.2 SIAARU warrants that the Service will perform materially as described in the Documentation, and that it will not knowingly introduce malware.

10.3 Disclaimer. Except as stated in 10.2, the Service is provided "as is", and SIAARU disclaims all other warranties — merchantability, fitness for a particular purpose, non-infringement, and any warranty that the Service will be uninterrupted or error-free. Metrics, forecasts, probabilities and recommendations are decision support, not guarantees, and Section 1.4 applies.

11. Indemnities

11.1 By SIAARU (IP). SIAARU will defend the Customer against third-party claims that the Service, used as permitted, infringes their intellectual property, and pay resulting damages finally awarded or agreed in settlement. If such a claim looks likely, SIAARU may modify the Service, procure the right, or — if neither is practicable — terminate the affected subscription and refund prepaid fees for the unused period. This is the Customer's sole remedy for IP infringement.

11.2 By the Customer. The Customer will defend SIAARU against third-party claims arising from Customer Data, from the Customer's use of the Service in violation of law or this Agreement, or from decisions the Customer takes on the basis of Service output, and pay resulting damages finally awarded or agreed.

11.3 Indemnities require prompt notice, control of the defence by the indemnifying party, and reasonable cooperation.

12. Liability

12.1 Cap. Each party's total aggregate liability under this Agreement is limited to the fees paid or payable by the Customer in the 12 months before the event giving rise to the claim.

12.2 Exclusions from the cap: the parties' confidentiality obligations, the indemnities in Section 11, the Customer's payment obligations, and either party's gross negligence or wilful misconduct.

12.3 No consequential damages. Neither party is liable for loss of profits, revenue, goodwill, or indirect, special, incidental or consequential damages, even if advised of the possibility — except under the exclusions in 12.2.

12.4 Nothing limits liability that cannot be limited under applicable law, including for fraud.

13. Term, suspension, termination

13.1 Term. The Subscription Term is stated in the Order Form and renews automatically for the same period unless either party gives notice of non-renewal at least 30 days before it ends (90 days for Enterprise).

13.2 Termination for cause. Either party may terminate if the other materially breaches and does not cure within 30 days of written notice, or becomes insolvent.

13.3 Effects. On termination: access ends; the Customer exports its data under 4.5; fees accrued remain payable; and if SIAARU terminated for the Customer's uncured breach, the remaining term's fees become due; if the Customer terminated for SIAARU's uncured breach, prepaid unused fees are refunded pro-rata.

13.4 Force majeure. Neither party is liable for delay or failure caused by events beyond its reasonable control (including cloud-provider region failure, war, epidemic, government action), provided it resumes performance as soon as practicable. If force majeure continues past 30 days, either party may terminate the affected order with a pro-rata refund of prepaid fees.

14. General

14.1 Governing law and forum: the laws of India; the courts at SIAARU's registered office, stated in the Order Form, have exclusive jurisdiction unless the Order Form agrees arbitration instead.

14.2 Assignment: neither party may assign without consent, except to an affiliate or in a merger or asset sale, with notice.

14.3 Publicity: SIAARU may name the Customer as a customer, with logo, unless the Order Form says otherwise.

14.4 Notices: in writing, to the addresses in the Order Form; email suffices with confirmation of receipt.

14.5 Entire agreement; order of precedence: Order Form → these Terms → Documentation. Purchase-order boilerplate is expressly rejected.

14.6 Amendment: SIAARU may update these Terms for new terms and renewals with 60 days' notice; never retroactively for a running term. Waivers must be written. If a clause is unenforceable, the rest stands.

14.7 Survival: Sections 3 (accrued fees), 4.5, 7, 8, 9, 10.3, 11, 12, 13.3 and 14 survive termination.