Terms of Service

01About these Terms

These Terms of Service ("Terms") form a binding agreement between Techvoria CrmSoft Solutions Private Limited, a company incorporated in India under CIN U62013PN2025PTC249305 with registered office at Building B, Flat No. 901, ULV Co-op Housing Society Shivdarshan, Parvati, Pune – 411009, Maharashtra, India ("Techvoria", "we", "us"), and the entity or individual that subscribes to or otherwise uses MFDStack ("Customer", "you").

By creating an account, accepting an order, or using MFDStack, you confirm that you have authority to bind your organisation and that you agree to these Terms together with our Privacy Policy, Data Processing Addendum, and Acceptable Use Policy.

02Definitions

03The Service

3.1 Provision of the Service

Subject to your compliance with these Terms and payment of Fees, Techvoria will make MFDStack available to you and your Authorised Users during the Subscription Term.

3.2 Updates and changes

We may update, modify, or enhance MFDStack from time to time. We will not materially reduce the core functionality of paid features during the Subscription Term without reasonable notice.

3.3 Beta and preview features

Some features may be made available on a beta, preview, or experimental basis. These features are provided "as is", without warranty, and we may modify, suspend, or discontinue them at any time.

04Accounts and Authorised Users

You are responsible for:

• Authorising and managing access for your Authorised Users;
• Ensuring your Authorised Users comply with these Terms and the Acceptable Use Policy;
• The accuracy of account information;
• Safeguarding login credentials and immediately notifying us of any unauthorised access;
• All activity that occurs under your account.

You must not share access credentials beyond the individual to whom they are issued. Each Authorised User must have a separate account.

05Customer Data and your responsibilities

5.1 Ownership of Customer Data

As between the parties, you (or, where applicable, the relevant End-Investor) own all Customer Data. We claim no ownership over Customer Data. You grant us a limited, non-exclusive, royalty-free licence to host, store, transmit, display, and process Customer Data solely to provide the Service to you.

5.2 Your responsibility for legality, accuracy, and consents

You are solely responsible for:

• The accuracy, quality, and legality of Customer Data;
• Obtaining all necessary consents, authorisations, and giving all required notices to End-Investors and other data principals before inputting their personal data into MFDStack;
• Your use of MFDStack in compliance with applicable laws, including SEBI regulations, AMFI guidelines, the Information Technology Act, 2000, the Digital Personal Data Protection Act, 2023, the Income Tax Act, 1961, and the Indian Contract Act, 1872.

5.3 End-Investor data — Data Fiduciary relationship

With respect to personal data of End-Investors that you input or have us process, you act as the Data Fiduciary under applicable Indian law, and we act as a Data Processor on your documented instructions. Our processing of such data is governed by the Data Processing Addendum, which is incorporated by reference into these Terms.

5.4 Registrar (RTA) data

Where you authorise us to receive and process registrar data from CAMS, KFintech, or other RTAs (typically by forwarding the registrar reports to a designated Techvoria processing email), you represent and warrant that (a) you have the authority and permissions to share such data with us, (b) the End-Investors whose data is included have given the consents necessary for that sharing under applicable law, and (c) you will keep your registrar credentials and routing arrangements current.

5.5 Your record-retention obligations

You remain responsible for retention of your books, records, and End-Investor data for the periods required by SEBI, AMFI, the Income Tax Act, and other applicable laws. We strongly recommend periodic export of your data from MFDStack to your own storage. Our retention obligations under these Terms are limited to those described in Section 8.4 and the Privacy Policy.

06AI features

MFDStack offers AI-powered features (such as Meeting-of-Minutes drafting and SEBI circular summarisation) using third-party AI services (currently OpenAI). When you use these features:

• The text you submit may be sent to the third-party AI service via secure API;
• Our AI service account is configured with model training disabled, so your inputs are not used to train external models;
• AI-generated output may contain errors, omissions, or inaccuracies. You are solely responsible for reviewing AI-generated content before sending it to End-Investors or relying on it for compliance, regulatory, or advisory purposes;
• You must not input into AI features any data that you are not authorised to share with our AI service providers under your applicable laws and contracts;
• We make no warranty about the accuracy, quality, or suitability of AI-generated output.

07Subscription, fees, and payment

7.1 Subscription term

MFDStack is sold on an annual subscription basis. The Subscription Term begins on the effective date set out in the Order and renews automatically for successive 12-month terms unless terminated in accordance with Section 8.

7.2 Fees and taxes

Fees are as set out in the Order. All Fees are exclusive of applicable taxes, including Goods and Services Tax (GST), Tax Deducted at Source (TDS), or similar levies, which Customer is responsible for paying in addition (or for withholding and remitting where required by law).

7.3 Payment

Fees are payable by bank transfer (NEFT / RTGS / IMPS or equivalent) within 15 days of the date of invoice, unless otherwise agreed in the Order. We do not currently accept credit or debit card payments and do not store card data.

7.4 Late payment

Overdue amounts may attract interest at 1.5% per month (or the maximum rate permitted by law, whichever is lower), calculated from the due date to the date of payment. Continued non-payment may result in suspension or termination of the Service under Section 8.2.

7.5 No refunds

Fees, once paid, are non-refundable. This includes refunds for early termination by Customer, non-use of the Service, or termination by us for cause. If we terminate without cause during a paid term, we will refund the pro-rata unused portion of prepaid Fees.

7.6 Setup and onboarding fees

Where the Order includes setup, migration, or onboarding services, those fees are payable in advance and are non-refundable once work has commenced.

7.7 Price changes

We may revise pricing for renewal Subscription Terms with at least 60 days' written notice before the renewal date. Pricing will not change within an already-paid Subscription Term.

08Cancellation, renewal, and termination

8.1 Cancellation by Customer

You may decline renewal of your subscription by giving us at least 30 days' written notice before the end of the then-current Subscription Term, by email to contact@techvoriacrm.com. The Service will continue until the end of the paid term; no refund applies for early cessation of use.

8.2 Termination by Techvoria for cause

We may suspend or terminate the Service immediately, with notice, if:

• You fail to pay any undisputed Fees within 30 days of the due date;
• You materially breach these Terms or the Acceptable Use Policy and fail to cure within 15 days of written notice (where the breach is curable);
• We reasonably believe you are using MFDStack in violation of applicable law or in a manner that creates a security, regulatory, or reputational risk to us or other customers.

8.3 Termination for convenience

Either party may decline renewal at the end of a Subscription Term by giving the notice described in Section 8.1. Neither party may terminate for convenience mid-term.

8.4 Effect of termination

On termination:

• Your and your Authorised Users' access to MFDStack will end;
• You may export Customer Data in CSV format for up to 30 days after termination;
• We will permanently delete Customer Data from active systems within 30 days of termination, subject to the backup retention cycle described in our Privacy Policy and to any retention required by law;
• Provisions that by their nature survive termination — including ownership, confidentiality, indemnification, limitation of liability, governing law, and accrued payment obligations — will survive.

09Service availability and support

9.1 Availability

We use commercially reasonable efforts to keep MFDStack available 24 hours a day, 7 days a week, except during scheduled maintenance, force majeure, or events beyond our reasonable control. We do not currently provide a contractual uptime SLA or service credits.

9.2 Scheduled maintenance

We will use reasonable efforts to perform scheduled maintenance during off-peak hours and to notify Customer in advance of material maintenance windows.

9.3 Support

We provide founder-led customer support during business hours: Monday to Saturday, 10:00 AM to 6:00 PM India Standard Time, excluding public holidays. Support is provided by email at contact@techvoriacrm.com. We aim to respond to support requests within one business day.

10Intellectual property

10.1 Techvoria IP

We retain all rights, title, and interest in and to MFDStack, including all software, designs, user interface, content (other than Customer Data), documentation, trademarks, trade names, and any improvements or derivatives. No rights are granted to you except the limited right to use the Service set out in these Terms.

10.2 Feedback

If you provide suggestions, feedback, or ideas about MFDStack, we may use them freely and without obligation, attribution, or compensation.

10.3 Customer IP

You retain all rights to Customer Data, subject to the licence granted to us in Section 5.1.

11Confidentiality

Each party agrees to keep confidential the other party's non-public information disclosed in connection with these Terms ("Confidential Information"). Confidential Information may be used only to perform under these Terms and must be protected with at least the same degree of care that the receiving party uses for its own confidential information (and in any event with reasonable care). This obligation survives termination for three (3) years, except for trade secrets, which remain confidential for as long as they qualify as such under applicable law. Confidential Information does not include information that is publicly available, independently developed, or rightfully received from a third party without confidentiality obligations.

12Acceptable use

You must comply with our Acceptable Use Policy. Breach of the Acceptable Use Policy is a material breach of these Terms.

13Third-party services

MFDStack integrates with third-party services, including Gmail, WhatsApp, Mailgun, OpenAI, AWS, CAMS, KFintech, and others. Your use of these third-party services may be subject to the third party's own terms. We are not responsible for the availability, behaviour, changes, outages, or limitations of third-party services. Where a third-party service materially changes, becomes unavailable, or is discontinued, we will use reasonable efforts to find an alternative or notify you.

14Warranties and disclaimers

14.1 Mutual warranties

Each party warrants that it has the right and authority to enter into these Terms and that performance will not violate any agreement with a third party or applicable law.

14.2 Disclaimer of warranties

Except as expressly stated in these Terms, MFDStack is provided "as is" and "as available". To the maximum extent permitted by law, Techvoria disclaims all other warranties, express or implied, including without limitation the warranties of merchantability, fitness for a particular purpose, non-infringement, and any warranty that the Service will be uninterrupted, error-free, or completely secure.

14.3 No regulatory, investment, or advisory warranty

MFDStack is operational software for mutual fund distributors. It does not provide investment, legal, tax, or compliance advice. You remain solely responsible for your compliance with SEBI, AMFI, and other applicable regulations, and for advice you provide to your End-Investors.

15Limitation of liability

15.1 Liability cap

To the maximum extent permitted by law, each party's total cumulative liability arising out of or relating to these Terms — whether in contract, tort, statute, or otherwise — will not exceed the total Fees paid by Customer to Techvoria in the twelve (12) months immediately preceding the event giving rise to the claim.

15.2 Excluded damages

Neither party will be liable for indirect, incidental, special, consequential, exemplary, or punitive damages, or for loss of profits, revenue, business, goodwill, anticipated savings, or data, even if advised of the possibility.

15.3 Exceptions to the cap

The limitations in Sections 15.1 and 15.2 do not apply to: (a) breach of confidentiality obligations; (b) infringement of the other party's intellectual property; (c) Customer's payment obligations; (d) Customer's indemnification obligations under Section 16.1; (e) liability that cannot be excluded under applicable law.

16Indemnification

16.1 By Customer

You will defend, indemnify, and hold Techvoria, its directors, officers, employees, and affiliates harmless from and against any third-party claims, losses, liabilities, damages, costs, and expenses (including reasonable legal fees) arising out of or relating to:

• Your use of MFDStack in breach of these Terms or applicable law;
• Customer Data, including any failure to obtain necessary End-Investor consents or to comply with data protection law;
• Any claim that Customer Data infringes a third party's rights;
• Your violation of any third party's rights, including intellectual property or privacy rights.

16.2 By Techvoria

Subject to Section 15, we will defend you against third-party claims alleging that MFDStack, as provided by us and used in accordance with these Terms, infringes the third party's Indian intellectual property rights, and will indemnify you for damages finally awarded against you in respect of such claims by a court of competent jurisdiction or paid in a settlement we approve. This is our sole liability for claims of IP infringement. If MFDStack is, or in our opinion may become, the subject of such a claim, we may at our option (a) procure the right for you to continue using it, (b) modify it so it is no longer infringing, or (c) terminate the affected portion of the Service and refund the pro-rata prepaid Fees.

16.3 Indemnification procedure

The indemnifying party's obligations are conditional on the indemnified party (i) promptly notifying the indemnifying party in writing of the claim, (ii) giving the indemnifying party sole control over the defence and settlement (provided no settlement requires admission of fault or payment by the indemnified party without consent), and (iii) reasonably cooperating in the defence.

17Force majeure

Neither party is liable for any failure or delay in performance caused by events beyond its reasonable control, including natural disasters, war, terrorism, civil disturbances, government action, internet or telecommunications failures, power outages, pandemics, or epidemics, provided the affected party gives prompt notice and uses reasonable efforts to mitigate. Customer's obligation to pay Fees already accrued is not excused by force majeure.

18Governing law and jurisdiction

These Terms are governed by and construed in accordance with the laws of India, without regard to its conflict of laws principles. The courts at Pune, Maharashtra shall have exclusive jurisdiction over any disputes arising out of or relating to these Terms.

19Notices

Notices to Techvoria must be sent to contact@techvoriacrm.com with a copy to our registered office address. Notices to Customer will be sent to the email address on the account or such other address as Customer designates in writing. Notices are deemed received the next business day after sending if by email, or three business days after dispatch if by courier or registered post.

20Miscellaneous

20.1 Assignment

You may not assign or transfer these Terms or any rights under them without our prior written consent. We may assign these Terms to an affiliate or to a successor in connection with a merger, acquisition, reorganisation, or sale of substantially all assets, on prior notice to you.

20.2 Entire agreement

These Terms, together with the applicable Order, the Privacy Policy, the Data Processing Addendum, and the Acceptable Use Policy, constitute the entire agreement between the parties relating to the subject matter and supersede all prior agreements, communications, and understandings, written or oral. No purchase order, requisition, or similar document issued by Customer will modify or supplement these Terms.

20.3 Modifications

We may update these Terms from time to time to reflect changes to our Service, business, or applicable law. Material changes will be communicated with at least 30 days' notice. Your continued use of MFDStack after the effective date constitutes acceptance of the updated Terms.

20.4 Severability

If any provision of these Terms is held invalid or unenforceable, that provision will be modified to the minimum extent necessary to be enforceable, and the remainder of these Terms will remain in full force.

20.5 No waiver

Failure to enforce any provision is not a waiver of future enforcement. No waiver is effective unless in writing.

20.6 Independent contractors

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

20.7 Counterparts and electronic signature

These Terms (and any Order) may be executed in counterparts and by electronic acceptance, each of which is deemed an original and all of which together constitute one agreement.

20.8 Headings

Section headings are for convenience only and do not affect interpretation.