1Agreement to these terms

These Terms of Service (“Terms”) govern your access to and use of the website at www.saleshade.in (the “Website”) and the SaleShade application and related services (together, the “Service”), provided by SaleShade (“we”, “us”, or “our”).

By registering for, purchasing, accessing, or using the Service, you (“you”, “Customer”) agree to these Terms. If you are entering into these Terms on behalf of a business, you confirm that you are authorised to bind that business. If you do not agree, do not use the Service.

Company details

2Definitions

• “Service” — the SaleShade web application, mobile apps, and related features and support we provide.
• “Authorised Users” — the individuals (such as your admin and staff) you permit to use the Service under your Plan.
• “Plan” / “Order” — the package and quantities (showrooms, users) you purchase, as set out in your order, invoice, or quotation.
• “Customer Data” — the data you and your Authorised Users enter or generate through the Service.
• “Fees” — the amounts payable for the Service as set out in your Plan/Order.

3The Service and your licence

• Subject to these Terms and to payment of the applicable Fees, we grant you a non‑exclusive, non‑transferable, non‑sublicensable right to access and use the Service for your internal business purposes, for the number of showrooms and Authorised Users specified in your Plan.
• The Service is provided as software accessible via web browser and mobile apps (iOS and Android). We may update, improve, and add features to the Service from time to time; certain new features are included in your Plan at no additional charge, as described at the time.

4Accounts and Authorised Users

• You must provide accurate, current information when registering and keep it up to date.
• You are responsible for configuring Authorised Users within the limits of your Plan, for keeping login credentials secure, and for all activity that occurs under your account and your Authorised Users.
• You must notify us promptly of any unauthorised use of your account.
• The Service is intended for business use by persons aged 18 or over.

5Fees, taxes, and renewals

• One‑time licence fee. The Service is offered for a one‑time licence fee per your Plan/Order, which covers the first year of use, implementation, and support as described in your Plan.
• Annual renewal. From Year 2 onwards, an annual renewal fee applies to continue using the Service and to keep receiving support and updates. The annual renewal is as per the then‑current pricing.
• Taxes. All Fees are exclusive of GST and other applicable taxes, which will be charged additionally at the prevailing rate (currently 18%).
• Invoicing and payment. All payments must be made in advance to our bank account through online transfer, in‑branch transfer, UPI or any other means. You can also use our payment gateway to make payments through UPI, net banking, credit cards, debit cards etc. You can request a PI (Proforma Invoice) before making the payment (if so required by you or your organization). An Invoice shall be generated and issued to you only upon the confirmed receipt of your payment. All account creation, user creation and data entry shall be done after the confirmed receipt of your payment.
• Changes to Fees. Renewal fees may be revised; we will give you 30 days' notice before a change applies. You can also view the prevailing renewal fees on our website anytime.
• Non‑payment / non‑renewal. If Fees or renewal are not paid when due, we may suspend or limit your access to the Service. Access is suspended after 15 days; Customer Data is retained for 180 days and available for export, after which it may be deleted.

6Refunds and cancellation

The Service includes implementation, installation, sometimes on‑site setup, and configuration work that begins shortly after purchase; the one‑time licence fee is non‑refundable once implementation has commenced. The one‑time licence fee is refundable within 30 days of purchase if implementation has not begun. Renewal fees are partially refundable (on a pro‑rata basis) if the customer decides to stop using our services. The amount refundable shall be calculated based on the number of days remaining / unused for the subscription period.

You can request such cancellation by sending an email to hello@saleshade.in and reaching out to us through our official phone numbers. Once you have initiated the cancellation, we will suspend your services and issue your refund within 30 days from the date of the suspension of services. Your data shall be retained for 180 days and will remain available for export, after which it may be deleted. You can also request us to delete your data permanently before 180 days.

7Implementation, support, and on‑site services

• Your Plan includes implementation, installation, and on‑site visit and staff training as specified for that Plan, together with technical support.
• Support. You will have email and telephonic support for any system‑related issues from us. We shall address your requests within 24 hours and update you on resolution and the timeline for resolution as per the complexity of the issue.
• On‑site visits are subject to reasonable scheduling and to your location and access. Most installations and onboarding happen remotely, but some special cases require an on‑site visit. We will not charge any additional fees for up to 2 on‑site visits. More on‑site visits can be arranged on a chargeable basis.
• Done‑for‑you data setup (building your SKUs, catalogue, prices, and product images) is an optional, separately priced service, available on request and subject to a separate scope and quotation depending on the number of SKUs and your requirement.

8Acceptable use

You agree not to, and not to permit any Authorised User or third party to:

• copy, modify, reverse‑engineer, decompile, or attempt to derive the source code of the Service, except to the extent permitted by law;
• resell, sublicense, rent, or otherwise make the Service available to anyone other than your Authorised Users;
• share access credentials or exceed the showroom/user limits of your Plan;
• upload or transmit unlawful, infringing, harmful, or malicious content or code;
• attempt to gain unauthorised access to the Service or disrupt or overload it; or
• use the Service for any unlawful purpose or in violation of these Terms.

We may investigate and take appropriate action, including suspension or termination of services, loss of data, and legal action for breach of this section. We shall not be responsible for any loss of data and/or business you suffer due to the actions taken for breach of this section.

9Customer Data

• Ownership. As between you and us, you own your Customer Data.
• Our use. You grant us a limited licence to host, process, and transmit Customer Data solely to provide and support the Service, as described in our Privacy Policy. We act as a Data Processor in respect of personal data within your Customer Data.
• Your responsibility. You are responsible for the accuracy, quality, and legality of your Customer Data and for obtaining all necessary consents and providing required notices for the personal data of your own customers that you put into the Service.
• Backups and data loss. You are solely responsible for maintaining your own independent backups and copies of any Customer Data and other information important to you. While we maintain reasonable, regular backups of the Service as part of our normal operations, we do not warrant or guarantee the availability, completeness, integrity, or recoverability of any Customer Data, and such backups are not a substitute for your own. To the maximum extent permitted by applicable law, we shall not be liable to you or to any third party for any loss, corruption, deletion, inaccessibility, or recoverability of Customer Data or other data, or for any direct, indirect, incidental, special, consequential, or punitive damages arising out of or in connection with the same, however caused and on any theory of liability, even if advised of the possibility of such loss. You expressly acknowledge and accept this allocation of risk and waive, to the fullest extent permitted by law, any claim against us in respect of loss or corruption of data. You agree to indemnify, defend, and hold us harmless from and against any and all claims, demands, proceedings, losses, liabilities, damages, costs, and expenses (including reasonable legal fees) arising out of or relating to the loss, corruption, or unauthorised access to Customer Data — including any claims brought by your customers or other third parties — except to the extent finally determined to result from our own gross negligence, wilful misconduct, or fraud.
• On termination. On termination, you may export your Customer Data within 180 days, after which we may delete it.

10Intellectual property

The Service, including all software, designs, text, graphics, logos, and other materials (other than Customer Data), and all intellectual property rights in them, belong to Ess Ell Exim Private Limited and its licensors. These Terms grant you a licence to use the Service, not any ownership rights. You must not remove or obscure any proprietary notices. If you give us suggestions or feedback, we may use them without restriction or obligation to you. “SaleShade” and related marks and logos are trademarks of Ess Ell Exim Private Limited. You may not use them without our prior written consent.

11Third‑party services

The Service may link to or integrate with third‑party services (for example, WhatsApp, SMS providers, or payment providers). Your use of those services is governed by their own terms and policies, and we are not responsible for them.

12Confidentiality

Each party may receive non‑public information of the other in connection with the Service. Each party agrees to keep the other's confidential information confidential and to use it only as needed to perform under these Terms, except where disclosure is required by law. We are fully committed to keeping your business information — like customer data and business performance — strictly confidential.

13Warranties and disclaimers

We will provide the Service with reasonable skill and care. Except as expressly stated in these Terms, and to the maximum extent permitted by applicable law, the Service is provided “as is” and “as available”, and we make no other warranties, express or implied, including any implied warranties of merchantability or fitness for a particular purpose. We do not warrant that the Service will be uninterrupted, timely, secure, or error‑free.

14Limitation of liability

To the maximum extent permitted by applicable law:

• neither party is liable for any indirect, incidental, special, or consequential loss, or for loss of profits, revenue, goodwill, or data; and
• our total aggregate liability arising out of or relating to the Service and these Terms will not exceed the total Fees paid by you in the 12 months before the event giving rise to the claim.

15Indemnification

You agree to indemnify and hold us harmless from claims, damages, and costs arising out of your misuse of the Service, your Customer Data, or your breach of these Terms.

16Suspension

We may suspend your access to the Service, in whole or in part, where there is non‑payment, a security risk, suspected unlawful use, or a breach of these Terms. Where practicable, we will give you notice and an opportunity to resolve the issue.

17Term and termination

These Terms apply from when you first purchase or use the Service and continue for as long as you use it (subject to renewal). Either party may terminate for material breach by the other if the breach is not cured within 30 days of written notice. On termination, your right to use the Service ends, any outstanding Fees become due, and the data provisions in Section 9 apply.

18Changes to the Service and these Terms

We may modify or discontinue parts of the Service, and we may update these Terms from time to time. We will post the updated Terms here and revise the “Last updated” date, and will notify you of material changes as required. Your continued use of the Service after changes take effect constitutes acceptance.

19Governing law and dispute resolution

These Terms are governed by the laws of India.

• (a) Any dispute will be subject to arbitration under the Arbitration and Conciliation Act, 1996, by a sole arbitrator, seated at Ludhiana, conducted in English / Hindi.
• (b) The courts at Ludhiana city will have exclusive jurisdiction.

20Force majeure

Neither party will be liable for any delay or failure to perform due to causes beyond its reasonable control, including acts of God, natural disasters, internet or power failures, or governmental actions.

21General

• Entire agreement. These Terms (with your Order and the Privacy Policy) are the entire agreement between you and us regarding the Service.
• Assignment. You may not assign these Terms without our consent; we may assign them in connection with a reorganisation or sale of our business.
• Severability. If any provision is held unenforceable, the rest remains in effect.
• Waiver. A failure to enforce a provision is not a waiver of it.
• Notices. Any notice to us can be given at our email address hello@saleshade.in; to you at the contact details in your account.
• Relationship. The parties are independent contractors.

22Contact