The agreement

1.1 The agreement. This agreement is between Halcyon and the company named in your Service Order. It starts on the day the later of two things happens: you sign the Service Order, or we confirm we have accepted it.

1.2 How you accept. You accept in any one of these ways, and all three are equally binding on both of us:

1. (a) you sign the Service Order, on paper or by an electronic signature;
2. (b) you tick the box or press the button on our website that says you accept these conditions; or
3. (c) you reply to our Service Order by email or by WhatsApp from the address or the number in the Service Order, saying that you accept it.

1.3 Electronic acceptance is real acceptance. A contract is not unenforceable in India only because it was made electronically. Section 10A of the Information Technology Act 2000 says so, and the Supreme Court has held that a binding contract can be formed by an exchange of emails. We will not argue that this agreement is invalid because you accepted it on a phone, and neither may you.

1.4 Who can sign. The person who accepts must have authority to bind your company. If we later find that they did not, this agreement still stands if your company took the benefit of the software knowing about it.

1.5 You are buying for business. You are buying the software for your business, not as a consumer, so consumer protection law does not apply between us.

1.6 If two documents disagree. Where your Service Order and these conditions say different things, the Service Order wins for that point only. Everything else in these conditions still applies.

2.1 What you get. We give you a licence to use the software for your business, for as long as this agreement lasts and you are inside a period you have paid for. The licence is non-exclusive, which means we license the same software to other companies, and non-transferable, which means you cannot pass it on.

2.2 One company. The licence covers one company, meaning one GSTIN, one letterhead and one quotation serial series. Additional companies are priced under clause 4.2.

2.3 Your people. Everybody who works for you may use it, inside the usage lines in clause 4.2. We do not charge per user for Halcyon Quote. Halcyon Crew is priced by the number of field users, in bands, and the bands are in clause 4.2.

2.4 What you may not do. You may not sell, rent, sub-license or share the software with another company, copy it, take it apart to work out how it is built, or use it to build a competing product. You may not remove our name from it. You may not let somebody who does not work for you sign in, except a professional adviser looking at your own records.

2.5 Your customers’ quotations. The quotations, reports and exports the software produces are yours to send to anybody. Nothing in this clause restricts that.

3.1 What you send us. Setup starts when you have sent us: the rate card you price from today, your letterhead file, your GSTIN, your bank details and signatory for the quotation footer, the list of your first users with their roles, and your catalogue or systems list. We will tell you in writing when we have everything.

3.2 What setup covers. Your own instance of the software. Your quotation format rebuilt on your letterhead. Your rates and catalogue loaded. Your first users and their PINs created. One training session on Zoom. The printed guides.

3.3 What setup does not cover. Anything not listed in clause 3.2 or in your Service Order is a change under clause 7.

3.4 Meetings are online. We do not make site visits. Setup, training and support all happen on Zoom, WhatsApp and email. If you want somebody on site, that is a quoted addition at the published day rate and you pay travel at cost.

3.5 The go-live date. Your Service Order carries a planned go-live date. On the day we hand the account over to you, we confirm the actual go-live date in writing by email. That confirmed date is the go-live date for the whole of this agreement, and every period after it starts on the same date. If we never send that confirmation, the go-live date is the day you first signed in to the live account.

3.6 Acceptance. Setup is accepted on the earlier of two things: the first real quotation you send to one of your own customers out of the software, or the end of the first full working day after we confirm the go-live date. If something in clause 3.2 is missing or wrong, tell us within the first five (5) working days and we will fix it at no charge, and acceptance is not affected.

3.7 Delay caused by us, and delay caused by you. If we are late handing over, the go-live date moves and you pay nothing for the days you did not have. If you are late sending us the pack in clause 3.1, we will hold the setup and tell you the new date in writing.

4.1 Price for the period you have paid for. The fees set out in your Service Order are fixed for the whole of the period you have paid for, and Halcyon will not change them inside that period for any reason. Halcyon may change the fees for a following period only by written notice sent to you at least sixty (60) days before that period begins, and no single such change will exceed ten percent (10%) of the fees you are paying at the date of the notice. If you do not accept a notified change you may end the subscription with effect from the end of the period you have paid for, by written notice at any time before that period ends, and clause 6 (Your data) continues to apply in full. All fees are exclusive of GST, which is charged at the rate applicable on the invoice date.

4.1(b) The same clause in plain words. On a Yearly subscription your price is fixed for the whole year you have paid for. On a Monthly subscription we will never change your price without at least sixty (60) days’ written notice, and never by more than ten percent (10%) at one time, and your first twelve months are fixed from the day you start. A change can only start on a renewal date. If you do not want it, you may stop on that date and take all of your data with you.

4.2 Usage tiers. A field user is a person who checks in at a site in Halcyon Crew. Owners, managers and office staff who do not check in at a site are not field users and are not counted, and there is no charge for them. Halcyon Crew is priced by the number of field users on your account: up to twenty five (25) field users at the published rate, twenty six (26) to fifty (50) field users at the published higher rate, and more than fifty (50) field users by written quotation. Halcyon Quote is priced per company, a company being one GSTIN, one letterhead and one quotation serial series, and each additional company is charged at the published additional-company rate. Crossing a tier during a period you have paid for does not change the fees payable for that period and does not limit, suspend or degrade your use of the software; Halcyon will notify you in writing within thirty (30) days of becoming aware of the crossing, and the fees for the new tier apply from the start of your next period. Where you ask Halcyon to add a company or move to a higher tier during a period you have paid for, that addition is charged from the date it is enabled, in proportion to the days remaining, and clause 4.1 applies to it for the rest of that period.

4.2(b) The same clause in plain words. Crew is priced by field users: the supervisors who check in on site. Owners, managers and office staff are not counted. Up to 25 field users: Rs 7,000 a month or Rs 70,000 a year. 26 to 50 field users: Rs 9,000 a month or Rs 90,000 a year. More than 50: we quote. Crossing a tier mid-period costs nothing until your next renewal.

4.3 The prices themselves. The setup fee, the subscription, the tier rates and the additional-company rate for your account are the ones written into your Service Order. They are taken from the price card published at halcyon.uno/flooring on the date you signed, and a copy of that card is attached to your Service Order as Schedule 1. Where the published card and your Service Order differ, your Service Order wins.

4.4 Setup fee. The setup fee is charged once. It is not charged again at any renewal. If you later add the second product, you pay only the difference between the two setup fees, and nothing else. The setup fee is payable before setup starts and is not refundable once we have started work.

4.5 GST. Every price we publish and every price in your Service Order is exclusive of GST. GST is added on the invoice at the rate in force on the invoice date, currently 18 percent on this kind of service, and is shown as a separate line. We will not charge GST unless we are registered for it and our GSTIN is printed on the invoice.

4.6 TDS. If you are required to deduct tax at source, deduct it on the taxable value only and not on the GST, provided the GST is shown separately on our invoice, which it always is. That is what CBDT Circular No. 23/2017 dated 19 July 2017 says. Send us the certificate within the time the law allows.

A payment reduced only by a correct TDS deduction is a full payment for the purposes of clause 5, and your account will not go read only because of it.

4.7 Invoices. We send you a request for payment, showing the amount, the GST and the period it covers, fourteen (14) days before each due date. We issue the GST tax invoice when the money reaches us, within two (2) working days, and we send it to the email address in your Service Order. If you need a document before you pay, ask and we will send the receipt voucher or advance document your accountant requires.

4.8 How you pay. By bank transfer or UPI to the account on the invoice. Bank charges at your end are yours. We do not take cards and we do not hold a mandate on your account, so no money ever leaves your bank without you sending it.

4.9 If we are registered as a micro or small enterprise. If we hold a Udyam registration, the number is printed on every invoice, and the payment rules in sections 15 and 16 of the MSMED Act 2006 apply to what you owe us.

5.1 You pay in advance, always. Every subscription is paid at the start of the period it covers, never after it. There is no arrangement under which you use the software for a month and pay for it afterwards.

5.2 When your period starts. Your first period starts on your go-live date, fixed under clause 3.5. Every later period starts on the same date of the month, if you pay monthly, or on the same date each year, if you pay yearly. If a month has no such date, the period starts on the last day of that month. Worked example: setup finishes and you go live on 22 September. Your first period is 22 September to 21 October, and every later period starts on the 22nd. On a yearly subscription, your first period is 22 September to 21 September, and every later period starts on 22 September.

5.3 We remind you five times. Before each due date we send a reminder to the mobile number and the email address in your Service Order: fourteen (14) days before, seven (7) days before, two (2) days before, one (1) day before, and on the due date itself. The fourteen-day reminder carries the request for payment.

5.4 If we do not remind you. If we fail to send the two-day reminder, we will not switch your account to read only until at least two full days after we do send it. A missed reminder moves the lock; it does not move the due date or the amount.

5.5 Three days of grace. If the money has not reached us on the due date, you still have the next three days. Nothing changes in your account during those three days. Nobody is switched off, nothing is slowed down and no fee is added.

5.6 Read only on the night of the third day. If we have not received the payment by 11:59 pm on the third day after the due date, your account goes read only that night. Worked example: the payment is due on the 22nd. The 23rd, the 24th and the 25th are yours. If the money has not reached us by 11:59 pm on the 25th, the account is read only when your team opens it on the 26th.

5.7 One escape valve, and it is in writing. If you tell us in writing before the due date that the payment is coming on a stated day, we will hold the read only until that day passes. We record the hold in writing. It does not change the dates of your period and it does not change the amount.

5.8 What read only means in Halcyon Quote. Everybody can still sign in. Every quotation, every revision and every PDF you have ever made can be opened, read, downloaded, printed and shared. Your rate card, your catalogue and your customer list can be read. The Excel export still runs, in full. What stops is writing: no new quotation can be started, no existing quotation can be amended or revised, no rate or catalogue item can be added or changed, and no new user can be added. A line at the top of every screen says the account is read only and how to switch it back on.

5.9 What read only means in Halcyon Crew. Owners, managers and viewers can still sign in and see everything: the dashboard, the full visit history with its photographs, the stage tracker for every site, the issue list, the stock register, the travel record, the daily report and every export, including the Excel workbook and the PDFs. What stops is changing things from the office: no site can be added or changed, no supervisor can be put on a site or taken off one, no crew can be added or changed, no stock list can be added to or edited, no issue can be resolved, acknowledged or dismissed, and the travel setting cannot be changed. The team screen stays open, so a PIN can still be reset and somebody who has left can still be switched off the same day, because clause 12.4(b) makes that your duty and a duty does not wait for a payment. A line at the top of every office screen says the account is read only and how to switch it back on. Your supervisors are not affected. They sign in with their PIN and work the day exactly as before: start the day, check in at a site, photograph it, raise an issue, record stock, check out and end the day.

The supervisor is never shown an amount, a due date or an invoice number, and is shown nothing at all about the account being read only.

Worked example: the payment was due on the 22nd and the account is read only when your team opens it on the 26th. That morning the supervisor starts the day, checks in at the site, takes the photographs, records the stock used and checks out, exactly as on the 25th. Your manager can open all of it and export it that day, and can add a new site again when we switch the account back on under clause 5.10. Nothing already recorded is hidden, moved or removed.

5.10 Getting back on. When the payment reaches us, we restore full access within one working day, and on the same day where the money arrives inside our working hours. There is no reactivation fee, there is no back-charge for the days the account was read only, and nothing about your account is reset.

5.11 The days do not come back. Your period still runs from the date in clause 5.2, so paying late shortens the days you can use and does not push your renewal date out. This is the only consequence of paying late, and it is the reason we send five reminders.

5.12 Nothing is ever deleted for non-payment. Read only is the whole of what we do. We do not delete, hide, encrypt, withhold or hold back your data at any point, for any length of time, because you have not paid. Clause 6 says what happens next and it applies whether you are paying or not.

6.1 It is yours. Everything you and your people put into the software is yours: your quotations, your rates, your catalogue, your customers, your sites, your check-ins, your photographs, your reports and everything derived from them. We claim no ownership of any of it, and we acquire none by holding it.

6.2 Export it any day. You can export your data to Excel and PDF from inside the software, on any day, without asking us and without raising a support ticket. That is true while you are paying and it is true when your account is read only.

6.3 The full extract. If you want everything, including the original photograph files and a copy of the database, ask us in writing and we will send it within seven (7) working days. There is no charge for it, there is no limit on how often you can ask, and you do not have to give a reason. We send it as Excel and PDF files plus a database dump in a standard format.

6.4 Read only, never deletion. If you stop paying, your account goes read only under clause 5. It does not get deleted, and your data does not get held back to make you pay.

6.5 We delete only when you tell us to. We will not delete your data without a written instruction from a person authorised in your Service Order. When you do tell us to delete, we will do it within thirty (30) days and confirm in writing, and it cannot be undone.

6.6 After twelve months of no payment. Your data is still there. We do not delete it at twelve months and we do not delete it at any anniversary after that. You can still sign in, read it and export it, and you can still ask for the full extract under clause 6.3. If we ever reach the point where we cannot keep a closed account open any longer, we will ask you first. We delete an account only on your written instruction, after ninety (90) days’ written notice with your full extract sent to you first, and never inside the first twelve months after your last payment.

6.7 Backups. We keep backups through our hosting provider for our own disaster recovery. They are not a service we sell you and you should not rely on them instead of exporting. A deletion under clause 6.5 removes the live data straight away and works through the backups as they age out.

6.8 If a court asks us. If we are legally required to hand over your data, we will tell you before we do, unless the law forbids us from telling you.

7.1 What is included. The software as it stands on your go-live date, plus every fix, improvement and new capability we build into the product for everybody, at no extra charge, for as long as you are paying.

7.2 A bug is our problem. A bug is the software not doing what your Service Order, the printed guides or the software’s own screens say it does. We fix bugs at no charge. There is no argument about it and no quotation for it.

7.3 A change is a new thing. A change is anything the software has never done. Changes are quoted in writing before any work starts, and no work starts until you accept the quotation in writing.

7.4 The additions card. Our published prices for changes are in the additions card attached to your Service Order as Schedule 2: a small screen from Rs 15,000, a module from Rs 40,000, an ERP file export from Rs 40,000, an API from Rs 1,50,000, and a day rate of Rs 12,000. All are exclusive of GST. Anything not on the card is quoted at the day rate.

7.5 We may build your addition into the product. Where something we build for you is useful to other customers, we may include it in the product. The software and its source code, including everything you have paid us to add, stay ours under clause 11. Your data never goes anywhere near another customer.

7.6 What we will not quote for. We do not take on work outside these two products, we do not maintain anybody else’s software, and we do not take on a change that would make the product worse for other customers.

8.1 How to reach us. WhatsApp or email, on the number and address in your Service Order. There is no phone queue and no ticket portal.

8.2 What we promise. We reply within twenty four (24) hours on working days. A reply is a human being telling you what is happening, which is not always a fix on the same day. Working days are Monday to Friday, 10 am to 6 pm IST, excluding public holidays in Tamil Nadu and national holidays.

8.3 Holidays. We publish our holiday list at the start of each calendar year and send it to you. If we close for more than two working days at any other time, we tell you at least seven (7) days in advance and we say who to contact.

8.4 What support covers. Questions about how to do something, faults, rate and catalogue changes you cannot make yourself, new users, resetting a PIN, and help with an export. It does not cover training beyond the session in clause 3.2, work on your own devices or network, or anything that is a change under clause 7.

9.1 The target. We aim for the software to be available 99 percent of the time each calendar month. This is a target we work to, not a penalty clause, and we say so plainly.

9.2 What we do when we miss it. For each whole day in a month on which the software is unavailable for more than four hours for a reason inside our control, we add one week to the period you have paid for, at no charge. We add up to four weeks in any one period. That is the whole of what we owe you for unavailability, and there is no other payment, credit or compensation.

9.3 What does not count. Planned maintenance we told you about at least forty eight (48) hours in advance. Your own internet connection, your phones, your laptops or your electricity. A failure at our hosting provider or at any other service we depend on, where the failure is theirs and not ours. Anything in clause 19. A period when your account is read only under clause 5.

9.4 Maintenance. We do maintenance outside 9 am to 7 pm IST wherever we can.

9.5 What the software needs to run. The phones, computers and connection listed in the published minimum requirements. If your devices are below that floor we will help, but we cannot promise the software will work on them.

10.1 What is confidential. Anything either of us learns about the other’s business that is not public: your rates, your margins, your customers, your sites and your people, and our prices to other customers, our code and how the software is built.

10.2 What we each promise. To use it only for this agreement, to keep it to the people who need it, and not to give it to anybody else without written permission.

10.3 What is not covered. Anything already public, anything either of us already knew, anything worked out independently, and anything the law or a court requires us to disclose. Where we are required to disclose, we tell the other side first if we are allowed to.

10.4 How long. While this agreement lasts and for three (3) years after it ends.

11.1 It stays ours. The software, its design, its code, its database structure, its documents and its name stay the property of Halcyon. You are buying a licence to use it, not a copy of it. A licence under the Copyright Act 1957 is what clause 2 gives you, and clause 2 is the whole of it.

11.2 Additions stay ours too. Anything we build under clause 7, including work you have paid for, belongs to Halcyon. What you are paying for is the thing working in your account, not ownership of the code. If you want ownership of a specific piece of work, say so before we quote and we will price it separately.

11.3 Your material stays yours. Your letterhead, your logo, your rate card, your catalogue and your data stay yours. You give us permission to use them only to run the software for you and to do the work in clause 3.

11.4 Ideas you give us. If you suggest something and we build it, we own what we build, and you keep using it at no extra charge for as long as you are a customer.

12.1 Who at Halcyon can reach your database. Only named people at Halcyon, currently the proprietor alone. We will tell you in writing if that ever becomes more than one person.

12.2 When we reach it. To run the service, to fix a fault, to do work you have asked for, or where the law requires it. Not for anything else, and never to look at your rates or your customers out of curiosity. We keep a written note of every occasion on which we open your database directly, and we will tell you what we did if you ask.

12.3 Our hosting provider. Your data sits with our hosting provider, in India, in its Mumbai region, in a project used by your company alone. The provider’s own staff can technically reach the infrastructure under its own contract and its own controls. We name the provider in the privacy policy.

12.4 PINs and sign-ins. Neither app uses an email address or a password. In Halcyon Quote a person signs in with their name and a four digit PIN. In Halcyon Crew a supervisor signs in with a four digit PIN alone, and no two people who are switched on can hold the same one. In both apps that PIN is stored as a bcrypt hash, so what is stored cannot be turned back into the PIN. The sign-in records sit in a table that the key the app ships with cannot read, every check runs inside the database, and five wrong PINs in a row lock that PIN out for a time. Creating a second Halcyon Quote account needs an invite code, which only the owner can see and change from inside the app. In Halcyon Crew the owner can change a supervisor’s PIN or switch that person off from inside the app, without asking us.

12.4(b) What you agree to do about PINs. A PIN belongs to one person. You will issue one PIN per person, keep it personal to that person, not let two people share one, and tell us in writing on the day somebody leaves. In Halcyon Crew you can switch that person off yourself the same day and you do not need us. In Halcyon Quote changing the invite code stops a new account being created but does not close an account that already exists, so your written instruction is what closes it, and we will act on it within one working day.

12.5 What you are responsible for. Deciding who gets a PIN and what they can see. Switching people off when they leave, or telling us to where clause 12.4(b) says you have to. Telling your people not to share a PIN. Telling us at once if you think somebody has a sign-in they should not have. We are not responsible for what somebody does with a sign-in you gave them or failed to switch off.

12.6 You must check every quotation before it leaves your office. The software calculates from what you and your people put into it: your rates, your quantities, your tax settings and your site states.

You must check every rate, every quantity, every GST figure and every total on a quotation before you send it to your customer.

We are not responsible for a quotation that went out with the wrong rate, the wrong tax treatment or the wrong total, or for anything that follows from it. This clause is the reason the software shows you the working on every calculation.

12.7 If something goes wrong. If we become aware of a security incident affecting your data, we will tell you without delay, tell you what we know, and tell you what we are doing. We will help you meet any reporting duty you have.

13.1 Which of us is which. The personal data in your account is data you decide about: your supervisors’ names, their PINs, their check-in and check-out locations, their photographs, and your own customers’ names, contact details and GSTINs. You decide what goes in and why. We hold and process it only to run the software for you and only on your instructions. In the language of the Digital Personal Data Protection Act 2023, you are the Data Fiduciary and we are your Data Processor. This agreement is the written contract that section 8 of that Act requires between the two.

13.2 What that means in practice. We will not use your people’s or your customers’ personal data for anything except running the software for you. We will not sell it, share it, use it for our own marketing, use one customer’s data to do anything for another customer, or use it to train anything.

13.3 What is actually collected. Halcyon Crew records a supervisor’s location at four moments and no others: when they start the work day, when they check in at a site, when they check out, and when they end the work day. It does not follow anybody between those moments and it records nothing when the app is closed. It records photographs taken deliberately at check-in and check-out. Halcyon Quote records who created and who amended each quotation, and when.

13.4 Your duties to your own staff. The people whose location and photographs are captured are your employees, not ours. Under the DPDP Act, telling them what is collected is your job, not ours. You must give them a plain notice before they start using Halcyon Crew. Clause 13.5 is a notice you can use as it stands.

13.5 A notice you can give your supervisors. You may print or forward this, in English or in translation:

What the site app records about you

Our company uses an app called Halcyon Crew to record what happens on our sites. When you start the work day, when you check in at a site, when you check out, and when you end the work day, the app records your name, the time, and the location of your phone at that moment. Those four points are also what the day’s route map and the travel figures are worked out from. It records the photographs you take at check-in and check-out, and what you enter about the work, the team, the stock and any issues. It does not record your location at any other time, it records nothing while the app is closed, and it does not listen to anything.

We use this to know which sites are covered, what progress has been made and what materials are on site. We keep it as part of our own site records. Only our office staff and management can see it. The company that supplies the app, Halcyon, holds it for us and cannot use it for anything else.

If you want to know what is held about you, or you think something is wrong, speak to [name, the person in your office] on [number].

13.6 Which law is in force right now, and this is us being straight with you. The Digital Personal Data Protection Act 2023 was passed in 2023, and its rules were notified on 14 November 2025, but its substantive duties commence in phases. The main obligations, the notice and consent duties, the security safeguards, the breach reporting duty and the rights of individuals, come into force on 14 May 2027. Until then, the data protection law that binds us is section 43A of the Information Technology Act 2000 and the rules made under it in 2011, and we comply with those. We are building to the DPDP duties now so that we meet them from the day they start, and we will update this agreement and our privacy policy before that date. We do not claim to be certified or audited against anything today.

13.7 If a supervisor or a customer of yours asks about their data. Send the request to us and we will help you answer it inside the time the law gives you. The answer goes from you, because it is your record.

14.1 We ask first, every time. We will not name you, quote you, describe your business, show your screens, show your quotations or use your logo in anything public without your written approval of the exact words and the exact image, given for that specific use.

14.2 Approval is not permanent. Approval for one post, one page or one document is not approval for anything else. If you tell us to stop using something, we take it down from anywhere we control within seven (7) working days.

14.3 Screenshots. Any screenshot we publish that came from your account will have your customers’ names, your rates and your GSTIN removed unless you have approved them staying in, in writing.

15.1 Ninety days’ notice. If we decide to stop offering Halcyon Quote or Halcyon Crew, or to stop trading, we will give you at least ninety (90) days’ written notice.

15.2 What you get. Inside that notice period we send you the full extract under clause 6.3 at no charge, we keep the software running to the end of the period, and we help you move your data out.

15.3 Money back. We refund the unused part of any yearly payment, worked out by the days remaining. This is the one situation in which we refund part of a year.

15.4 No further charge. We will not charge you anything for the export, for the help, or for the closing down.

16.1 You can end it. Give us thirty (30) days’ written notice. It takes effect at the end of the period you have paid for, and you keep full use until then.

16.2 We can end it. We can give you thirty (30) days’ written notice on the same basis. We will not do it in the middle of a period you have paid for.

16.3 No refunds part of the way through. If you end a yearly subscription in the middle of the year, we do not refund the unused part. The two exceptions are clause 15.3 and clause 16.4. The setup fee is never refunded once we have started work.

16.4 If either of us breaks the agreement badly. Either of us can end this agreement immediately by written notice if the other seriously breaks it and has not put it right within thirty (30) days of being told in writing. If you end it for that reason, we refund the unused part of any yearly payment.

16.5 Non-payment. If a payment is more than sixty (60) days late, we may end this agreement by written notice. Even then, your account stays read only rather than being deleted, clause 6 applies in full, and you can still export everything.

16.6 What survives. Clauses 6, 10, 11, 13, 17, 18, 21 and 22 carry on after this agreement ends.

17.1 The cap. The most either of us can be made to pay the other, for everything arising under this agreement in any twelve (12) month period, is the total of the fees you have paid us under this agreement in the twelve (12) months before the claim arose.

17.2 What neither of us can claim. Neither of us is liable to the other for indirect or consequential loss, loss of profit, loss of a contract, loss of business, loss of an opportunity, loss of goodwill, or savings either of us expected to make, even where the other knew it might happen.

17.3 What the cap does not cover. Nothing in this clause limits liability for fraud, for deliberate wrongdoing, for a breach of clause 10, or for anything that cannot be limited under Indian law.

17.4 What we do not promise. We do not promise that the software will make you money, win you work, price a job correctly, or meet a legal or tax requirement that applies to your business. Those are yours.

18.1 We cover you for our own code. If somebody claims that the software as we supplied it infringes their copyright in India, we will defend it and pay what is awarded, provided you tell us promptly, let us run the defence, and do not admit anything.

18.2 You cover us for your own data and your own use. If somebody claims against us because of what you put into the software, because of how you used it, or because of a quotation you sent, you will defend it and pay what is awarded, on the same conditions.

18.3 Both are capped. Both indemnities are subject to clause 17.1 and clause 17.2. Neither of us has an uncapped indemnity to the other.

19.1 What counts. Anything neither of us can reasonably control: a natural disaster, a fire, a flood, a cyclone, an epidemic, a war, a riot, a strike we are not party to, a failure of the power grid or the public internet, a government order, or a failure at a service we depend on where the failure is theirs.

19.2 What happens. Neither of us is in breach for a delay or a failure caused by one of these. We will tell you as soon as we can and do what we reasonably can to work around it. If it goes on for more than sixty (60) days, either of us can end this agreement by written notice and we refund the unused part of any yearly payment.

19.3 Money still has to move. An event under this clause does not cancel money already owed. But if a banking or payment-system failure is the reason your payment has not reached us, tell us and we will not switch your account to read only until it is working again.

20.1 We can update them. We will give you at least thirty (30) days’ written notice of any change.

20.2 When a change starts. At your next renewal date. A change never takes effect inside a period you have already paid for.

20.3 If you do not want it. Tell us before that renewal date and the agreement ends on that date instead. Clause 6 applies in full and you take everything with you.

20.4 Changes the law forces. Where a change is required by law or by a tax rule, it takes effect when the law requires, and clause 20.2 does not apply to it.

21.1 Indian law. This agreement is governed by the laws of India.

21.2 Talk first, for thirty days. Before either of us starts anything formal, the person named in your Service Order and the proprietor of Halcyon will talk, and will keep talking for thirty (30) days from the day one of us writes to the other setting out the problem. Neither of us starts proceedings inside those thirty days, unless something has to be stopped urgently.

21.3 Chennai courts, and only Chennai courts. If we cannot settle it, the courts at Chennai have exclusive jurisdiction.

21.4 We have deliberately not named arbitration. At the values in this agreement an arbitration would cost more than most of the disputes it would decide, and a clause that sends a Rs 60,000 argument to a tribunal is a clause that makes the argument not worth having. Ordinary courts, with the discussion in clause 21.2 first, is the cheaper and more honest route.

22.1 What counts as writing. Email and WhatsApp both count, to the addresses and numbers in your Service Order.

22.2 When a notice is given. On the day it is sent, if it is sent on a working day before 6 pm IST. Otherwise on the next working day.

22.3 Three notices must go by email as well. A price change under clause 4.1, a notice ending this agreement, and a notice of a change under clause 20 must be sent by email, not by WhatsApp alone. WhatsApp on its own is enough for everything else, including every reminder in clause 5.3.

22.4 Changing your details. Either of us can change an address or a number by telling the other in writing. Until you do, we are entitled to use what is in your Service Order.

23.1 The whole agreement. These conditions and your Service Order, with their schedules, are the whole of what has been agreed. Nothing said in a call, a WhatsApp message or an email before you signed forms part of it, unless it is written into your Service Order. This does not exclude liability for anything either of us said dishonestly.

23.2 If a clause fails. If a court decides that a clause is unenforceable, that clause is cut down to what is enforceable, or removed if it cannot be. Everything else stands.

23.3 Not passing it on. Neither of us can transfer this agreement without the other’s written consent, except that we may transfer it to a company we set up to carry on the same business, on the same conditions, having told you first.

23.4 Nobody else can rely on it. Only you and we have rights under this agreement.

23.5 Not partners. We are two independent businesses. Neither of us is the other’s agent, partner or employee.

23.6 Waiting is not agreeing. If either of us does not enforce something straight away, that does not mean we have given it up.