Terms and Conditions

These Terms and Conditions (“Agreement”) constitute a legally binding contractual agreement between you (“Client”, “Customer”, or “You”) and Ventexa Technologies (“Ventexa”, “We”, “Us”, or “Our”), a digital solutions studio having its principal operating headquarters in Noida, Uttar Pradesh, India.

By visiting our website, signing a Statement of Work (“SOW”), accessing our APIs, or utilizing the Ventexa Transport ERP or Ventexa Retail ERP platforms, you acknowledge that you have read, understood, and agree to be bound by all the provisions of this Agreement. If you are entering into this Agreement on behalf of a corporate entity, you represent and warrant that you possess full legal authority to bind such entity to these provisions.

Ventexa operates across two primary business engagement structures, each governed by specific terms:

• Bespoke Custom Solutions (Studio Model): Specialized software architecture, technical discovery, dedicated engineering sprints, API bridge integrations, and customer-facing PWAs built under an executed Statement of Work.
• Proprietary Cloud Operating Systems (SaaS Model): Hosted, multi-tenant software-as-a-service solutions, specifically including the Ventexa Transport ERP (Connected Freight OS) and Ventexa Retail ERP (Unified Commerce OS), made available on an active subscription basis.

Our intellectual property philosophy is designed to protect your enterprise assets without artificial vendor handcuffs:

Ventexa maintains high-availability cloud infrastructure designed to ensure continuous uptime for high-frequency operations such as transport dispatches and supermarket checkout lanes:

• Uptime Target: We target 99.98% monthly availability across our hosted production cloud endpoints.
• Maintenance Windows: Routine kernel patches and system updates are performed during off-peak hours (1:00 AM – 4:00 AM IST) with at least 48 hours prior notification.
• Redundancy: Continuous database replication with automated 15-minute point-in-time recovery (PITR) safeguards against catastrophic data loss.

All commercial engagements are executed under explicit fee schedules:

• Currency & Taxes: All pricing for Indian entities is denominated in Indian Rupees (INR) and subject to applicable Goods and Services Tax (GST, currently 18% on IT services). Ventexa issues tax-compliant GST e-invoices.
• Custom Milestone Billing: Custom engineering engagements are billed per agreed sprint milestones, typically structured as 30% kickoff advance, progressive staging deliverables, and final signoff deployment.
• SaaS Subscriptions: Billed monthly or annually in advance. Non-payment following a 15-day grace period may lead to temporary suspension of API access.

During the term of engagement, either party may disclose proprietary or confidential technical, operational, or financial information (“Confidential Information”). Both Ventexa and the Client agree to hold all such information in strict confidence, applying the same degree of care as used for their own trade secrets, but in no case less than reasonable care.

Our systems enable connectivity to various external ecosystem services:

• WhatsApp Business API: Messaging via Meta/WhatsApp Business API is subject to Meta’s Business Terms and WhatsApp Commerce Policies. The Client is responsible for obtaining customer opt-in consent for automated receipt dispatch.
• ERP Connectors (SAP / Oracle / Tally): Integrations depend on valid on-premise licensing and network availability of the Client’s internal databases.
• Payment Gateways: Settlement times and merchant chargeback rules are determined directly by the respective RBI-licensed payment aggregators.

You agree not to misuse our systems or assist any third party in:

• Reverse-engineering, decompiling, or probing the vulnerabilities of the Ventexa cloud infrastructure without explicit authorization.
• Transmitting malicious code, automated scraping bots, or launching denial-of-service (DoS) assaults.
• Using the platform to conduct unlawful freight transshipment or prohibited financial laundering.

To the maximum extent permitted under applicable law, neither party shall be liable for indirect, incidental, special, consequential, or punitive damages, including loss of profits, loss of business revenue, or operational downtime. Ventexa’s aggregate liability under this Agreement shall not exceed the total amount paid by the Client to Ventexa in the twelve (12) calendar months preceding the claim.

Either party may terminate an ongoing subscription by providing thirty (30) days written notice. Upon termination:

• The Client will be granted full access for thirty (30) calendar days to export all operational databases, invoice PDFs, ledger entries, and transaction logs.
• Following the conclusion of the export grace period, Ventexa securely purges active tenant database shards in accordance with our data retention schedule.

This Agreement shall be governed by, construed, and enforced in accordance with the laws of the Republic of India, without regard to conflict of laws principles. The parties irrevocably agree that the competent civil courts located in Gautam Buddha Nagar (Noida), Uttar Pradesh, India shall possess exclusive jurisdiction to adjudicate any dispute, claim, or controversy arising out of or in connection with this Agreement.

In accordance with the Indian Information Technology Act, 2000 and rules made thereunder, any formal legal notice or contractual inquiry may be dispatched to: