Terms and Conditions

Introduction

These Terms & Conditions (“Terms”) apply to the software, implementation, licence, AMC, support, customization, online services and related services provided by MMI Softwares Pvt. Ltd. (“MMI”). By purchasing, accepting, installing, accessing or using MMI softwares or services, the Customer confirms that these Terms have been explained, understood and accepted.

1. Software & Licensing

• 1.1 Software / SaaS Service: The software is provided as a licensed Software-as-a-Service (SaaS) and is not sold as a physical product. The Customer receives only the rights specifically permitted under the applicable quotation, licence or service arrangement.
• 1.2 Licence, Users, Systems & Branches: Use of the software is restricted to the licensed users, computers, locations and/or branches purchased or approved by MMI. Unauthorized copying, sharing, resale, transfer or use is prohibited.
• 1.3 Non-Returnable / Non-Refundable / Non-Transferable: Software licences, implementation charges, modules, services and approved customization charges are generally non-returnable, non-refundable and non-transferable unless otherwise agreed by MMI in writing.

2. Implementation & Customization

• 2.1 Implementation: Implementation is carried out according to the approved quotation, scope and mutually agreed requirements. Requirements outside the approved scope may be treated as additional/chargeable work.
• 2.2 Demo & Requirement Evaluation: The Customer is responsible for evaluating the software during demonstration/trial and confirming its suitability for the Customer’s business requirements before purchase.
• 2.3 Customization & Additional Development: Customization, additional reports, major format changes, new functionality, integrations, APIs, dedicated/additional training and other work outside the approved scope may be chargeable.
• 2.4 Sale Invoice / Bill Formats: For a new implementation, up to three customized Sale Invoice/Bill formats may be included as per the approved scope. Additional invoice formats or substantial modifications may be chargeable.

3. Hardware, Operating System & Technical Environment

• 3.1 Hardware & Third-Party Products: Hardware, printers, scanners, RFID devices, networking equipment and other third-party products are not included unless specifically mentioned in the quotation.
• 3.2 Operating System & Licensed Software: The Customer shall maintain properly licensed and supported Windows/Operating System, Microsoft products, antivirus/security software and other required third-party software.
• 3.3 Software Performance & Environment: Software performance may depend upon hardware configuration, database size, number of users, network speed, internet connectivity, operating system, antivirus/firewall configuration and third-party infrastructure.
• 3.4 Software Compatibility: MMI does not guarantee compatibility with every present or future operating system, hardware device, browser, printer, scanner, antivirus, database environment or third-party application unless specifically supported or agreed.
• 3.5 Version / Legacy Software Support: Support for obsolete versions of operating systems, third‑party components, or mmi softwares may be limited.

4. AMC & Support

• 4.1 Active AMC – Standard Scope: During an active AMC, the following are covered as per the applicable AMC scope: Standard software support and normal issue resolution, Eligible software setup assistance, Data restoration assistance, where technically possible and a usable backup is available, Standard software upgrades, Applicable regulatory/statutory software updates.
• 4.2 Out-of-AMC / Chargeable Services: Services outside the applicable AMC scope — including major customization, additional development, special reports, integrations, special data work, dedicated/additional training and other special requirements — may be chargeable. Wherever practicable, such chargeable work shall be communicated to the Customer before commencement.
• 4.3 Support Request & Response Time: Support requests shall be handled through the communication/support channels designated by MMI. Response and resolution time may vary depending upon severity, technical complexity, availability of required access/data and Customer cooperation.
• 4.4 Online / Remote Support: Support may be provided through online/remote methods such as AnyDesk or other approved communication channels.
• 4.5 Remote Access & Customer Authorization: Where remote support is requested, the customer hereby authorizes mmi’s support personnel to access the relevant system solely for the purposes of diagnosis, configuration, maintenance, or support.
• 4.6 Service / AMC Expiry: Upon expiry of the applicable amc or service period, support, updates, and other benefits included under the expired arrangements may cease or become chargeable until the relevant service is renewed.

5. Customer Responsibilities

• 5.1 Customer Cooperation & System Responsibility: The Customer shall provide suitable hardware, operating environment, internet connectivity, electricity, network access and required cooperation for implementation and support.
• 5.2 Backup Responsibility: The Customer is responsible for maintaining regular and reliable backups of its data.
• 5.3 Data Loss & Recovery: MMI may assist with restoration where technically possible; however, recovery cannot be guaranteed where no usable backup exists or data is damaged/corrupted beyond recovery.
• 5.4 Data Accuracy & Customer Verification: The Customer shall be responsible for the accuracy, completeness and correctness of data entered, imported or maintained in the software.
• 5.5 Administrator & User Access Control: The Customer shall be responsible for creating, modifying and disabling user accounts and assigning appropriate access rights.
• 5.6 Password & Account Security: The Customer is responsible for maintaining the confidentiality of usernames, passwords, OTPs, administrator credentials and other access information.

6. Customer Data

• 6.1 Data Ownership & Data Export: Customer business data entered into the software shall remain the Customer’s data, subject to applicable law.
• 6.2 Data Migration / Import: Data migration, import or conversion from third-party software, Excel, legacy systems or other databases is subject to technical feasibility and agreed scope.
• 6.3 Customer Information & Change of Details: The Customer shall promptly inform MMI in writing of any change in customer name, registered mobile number, email address, registered address, constitution/title or other material details.
• 6.4 Customer Information & Records: MMI may maintain and process Customer information, account details, service records and other necessary information for software delivery, support, billing, communication, security and customer-service purposes, subject to applicable law.

7. Third-Party Services & Integrations

• 7.1 Third-Party APIs / Services: Third-party APIs, payment gateways, WhatsApp/messaging platforms, cloud services, telecom services and other external services are subject to the respective provider’s terms, availability, pricing and policies.
• 7.2 Third-Party Integration Configuration: Where integration with WhatsApp, payment gateways, SMS, email, cloud platforms, APIs or other third-party services is provided, the Customer shall provide the required credentials, approvals, documents and access.

8. Payments, AMC & Taxes

• 8.1 Payment Terms: All payments shall be made according to the approved quotation, invoice and agreed payment schedule.
• 8.2 AMC Charges: After the first year, or as otherwise specified in the quotation, AMC shall generally be charged at 15% per annum of the applicable software/licence value, unless a different AMC rate is specifically agreed in writing.
• 8.3 Non-Payment / Suspension / Termination: In the event of overdue payments, unauthorized use, a material breach, or other valid contractual grounds, MMI may suspend or terminate the applicable services or licenses upon providing reasonable notice, where required.
• 8.4 Third-Party Payment: Payment made by any third party on behalf of the Customer shall not transfer the Customer’s rights, obligations or liabilities under the agreement.
• 8.5 Taxes & Statutory Charges: GST, taxes, duties, levies and future statutory or government charges applicable to the services shall be payable by the Customer as per applicable law and invoice.

9. Software Updates & Changes

• 9.1 Software Updates & Upgrades: Eligible software updates/upgrades shall be provided as per the active licence/AMC/service arrangement.
• 9.2 Software Modification Rights: MMI may modify, update, enhance or change the software architecture, database structure, interface, modules or technical methods from time to time.
• 9.3 Interface / Base Design: The standard software interface, workflow, and base design form an integral part of the product architecture. Any customer‑specific modifications to the base design or workflow may require additional development effort and may incur extra charges.
• 9.4 Statutory / Business Changes: Where changes in government rules, statutory requirements, tax structures, telecom regulations, or other legal requirements necessitate modifications to the software or service processes, MMI may implement such changes and, where applicable, treat them as additional chargeable work.

10. Jwelly AI & Online Platform

• 10.1 Jwelly AI / Online Platform Use: Where the Customer/User accesses an MMI Jwelly AI or online platform, such use is also subject to applicable Jwelly AI terms.
• 10.2 Jwelly AI Content & Intellectual Property: Jwelly AI content, logos, graphics, names, software code, designs, documents and related materials belong to or are licensed to MMI or the respective rights holder.
• 10.3 Prohibited Jwelly AI Content: Users shall not upload, transmit or publish content that is illegal, defamatory, obscene, threatening, hateful, fraudulent or otherwise prohibited by applicable law.

11. Legal & Compliance

• 11.1 Lawful Use & Compliance: The Customer shall use the software only for lawful business purposes and in compliance with applicable laws, licences, statutory requirements and regulatory directions.
• 11.2 Statutory Compliance Responsibility: The software may provide features intended to assist with applicable statutory or regulatory processes; however, the Customer remains responsible for ensuring compliance with applicable laws.
• 11.3 Government / Court / Regulatory Restrictions: Government, Court, Telecom, TRAI or other regulatory directions may require restriction, modification or suspension of certain services or communications.
• 11.4 Force Majeure & Service Limitations: MMI reserves the right to modify, update, enhance, or change the software architecture, database structure, interface, modules, or technical methodologies at its discretion from time to time.

12. Intellectual Property & Business Reference

• 12.1 Customer Logo / Business Reference: Unless the Customer specifically objects in writing, MMI may use the Customer’s name/logo as a business reference or portfolio reference for demonstrating the software/services.
• 12.2 Software Intellectual Property: All software code, architecture, designs, interfaces, documentation and proprietary materials remain the property of MMI or the respective rights holder, unless otherwise agreed in writing.

13. Liability & Indemnity

• 13.1 Limitation of Liability: To the maximum extent permitted by applicable law, MMI shall not be liable for indirect, incidental, consequential or special losses, loss of profit, business interruption, loss of data or similar damages arising from use or inability to use the software/services.
• 13.2 Customer Indemnity: The Customer shall indemnify and hold MMI harmless against claims, losses, penalties, liabilities or expenses arising from the Customer’s unlawful use, unauthorized access, violation of third-party rights, misuse of the software or breach of applicable law or these Terms.

14. Customer Conduct & Communications

• 14.1 Customer Conduct: Abusive, threatening, harassing, defamatory, or otherwise improper conduct towards MMI employees, representatives, or support personnel is strictly unacceptable.
• 14.2 Communications & Official Contact Details: The Customer shall maintain valid contact details for communication regarding software, billing, AMC, support, updates and important service notices.
• 14.3 Record of Approvals & Digital Communication: Approvals, confirmations and instructions provided through authorized email, WhatsApp, online communication channels or other recognized communication methods may be treated as Customer instructions/confirmation where permitted by applicable law.

15. General Terms

• 15.1 Amendment of Terms: MMI may revise these Terms from time to time to reflect changes in services, technology, law, security or business practices.
• 15.2 Severability: If any provision of these terms is held invalid or unenforceable by a competent authority, the remaining provisions shall continue to be valid and enforceable to the fullest extent permitted by law.
• 15.3 Entire Agreement: These Terms, together with the approved quotation, application form, invoice, AMC terms and any written amendment specifically accepted by MMI, constitute the entire understanding between MMI and the Customer.
• 15.4 Jurisdiction: Any dispute arising from or relating to the software/services shall be subject to the applicable laws of India and the courts having jurisdiction at Mathura, Uttar Pradesh, unless otherwise agreed in writing or required by applicable law.

Contact Us

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By using Jwelly AI, you acknowledge that you have read, understood, and agreed to these Terms and Conditions.