SpaGenix Tenant Subscription Agreement

1. Parties, acceptance and authority

This agreement is between Silixys Labs, India (Provider), which supplies SpaGenix, and the business identified in the workspace and applicable order, invoice or onboarding record (Tenant). The person accepting confirms that they are authorised to bind the Tenant.

The applicable order, current plan, this agreement, the Privacy Notice, Data Processing Terms and Acceptable Use Policy form the agreement. A signed order prevails for commercial details, the Data Processing Terms prevail for personal-data processing, and these terms otherwise prevail.

2. Service and permitted use

During an active subscription, Provider grants Tenant a limited, non-exclusive, non-transferable right for its authorised users to access SpaGenix for Tenant’s internal business operations in India. Features, limits, support and fees are those stated in the applicable order or plan.

Provider may improve the service and change non-material features. Provider will give reasonable advance notice of a materially adverse change where practicable.

• Use named accounts and assign least-privilege roles.
• Do not resell, sublicense, copy, reverse engineer, disrupt or unlawfully access the service.
• Do not use SpaGenix for deceptive, discriminatory, abusive, infringing or unsolicited activity.

3. Accounts and tenant administration

Tenant is responsible for its authorised users, roles, accurate account details, credential security and activity through its accounts except to the extent caused by Provider’s breach. Tenant must promptly remove access for departed or unauthorised users and notify Provider of suspected compromise.

4. Fees, taxes and renewal

Tenant will pay subscription fees, usage charges and applicable taxes stated in the order or invoice in Indian rupees unless agreed otherwise. Fees are non-refundable except where this agreement or mandatory law requires. Provider may suspend access after notice for overdue undisputed amounts.

Renewal, price changes, payment dates and grace periods follow the order or then-current plan communicated before renewal. Tenant must raise a good-faith billing dispute promptly and pay undisputed amounts.

5. Tenant data and prohibited data

Tenant owns its business data and grants Provider the limited right to host, copy, transmit, secure and otherwise process it to provide, support and protect the service, follow documented instructions and law, prevent fraud and maintain security. Tenant warrants that it has lawful authority for its data and communications and has delivered required notices.

SpaGenix is not designed to process medical or clinical records, diagnoses, allergies, biometric data, full payment-card credentials, Aadhaar numbers, passwords for other services or similarly sensitive information. Tenant must not enter such information without a separate written agreement and appropriate controls.

6. Communications, payments and third parties

WhatsApp, telecom, payment, maps, reviews and other integrations are provided by third parties under their own terms. Tenant is responsible for approved templates, recipient consent, opt-outs, sender registrations, message content, reconciliation and provider charges. Provider does not guarantee third-party acceptance, delivery or settlement.

Recording cash, card, UPI or bank-transfer information does not itself cause SpaGenix to process or settle the payment unless the order expressly includes an enabled payment integration.

7. Confidentiality and security

Each party will protect the other’s confidential information using reasonable care and use it only for this agreement. Provider will maintain reasonable technical and organisational safeguards. Tenant will configure access responsibly and promptly report incidents.

Confidentiality does not cover information lawfully public, already known without duty, independently developed or lawfully received. A party may make a legally compelled disclosure and, where permitted, will give notice and disclose only what is required.

8. Intellectual property and feedback

Provider and its licensors retain all rights in SpaGenix, its documentation, designs, software, analytics and improvements. Tenant retains its data, business names and marks. No implied licence is granted. Tenant may provide feedback without restriction or payment, but Provider will not publicly identify Tenant without permission.

9. Availability, support and beta features

Provider will use commercially reasonable efforts to operate and support the service but does not promise uninterrupted or error-free availability. Planned maintenance, emergencies, internet failures and third-party outages may affect access. Beta or pilot features may be changed or withdrawn and carry no service commitment unless stated in an order.

10. Suspension and termination

Either party may terminate for an uncured material breach after 30 days’ written notice, or immediately for an irremediable breach, insolvency, illegality or serious security risk. Provider may temporarily suspend affected access to contain harm, comply with law or address overdue fees, using notice where practicable.

On termination, amounts already due remain payable. Tenant may request a standard export during the subscription and for 30 days afterward unless law, security, non-payment or the order requires otherwise. Provider may then delete tenant data under its retention schedule and the Data Processing Terms.

11. Warranties and disclaimer

Each party warrants that it has authority to enter this agreement. Provider warrants that it will provide the service with reasonable skill and care. Except for express terms and non-excludable statutory rights, the service and integrations are provided as available and implied warranties are excluded to the maximum lawful extent.

SpaGenix is operational software, not legal, tax, accounting, employment, medical or professional advice. Tenant is responsible for its customer services, staff supervision, workplace safety, statutory records, taxes, permissions and verification of outputs.

12. Indemnities

Tenant will defend and indemnify Provider against third-party claims arising from Tenant data, unlawful communications, Tenant’s services, infringement by material supplied by Tenant or Tenant’s material breach, except to the extent caused by Provider.

Provider will defend Tenant against a claim that the unmodified paid service infringes an Indian intellectual-property right and may procure rights, modify or replace the affected feature, or terminate it and refund prepaid unused fees. The protected party must provide prompt notice and reasonable cooperation; no settlement may impose liability or an admission without consent.

13. Limitation of liability

Neither party is liable for indirect, special, incidental, punitive or consequential loss, or lost profit, revenue, goodwill or data, except where prohibited. Each party’s aggregate contractual liability is limited to subscription fees paid or payable for the affected service in the 12 months before the event.

The cap does not apply to fraud, wilful misconduct, death or personal injury caused by negligence, infringement indemnity, Tenant’s payment obligations, misuse of intellectual property, breach of confidentiality or a liability that law does not permit to be capped. Data-protection liability remains subject to applicable law and any specific cap in the order.

14. General terms

Neither party is liable for delay caused by events beyond reasonable control if it mitigates and gives notice. Tenant may not assign without Provider’s written consent; Provider may assign with its business or to an affiliate while preserving obligations. The parties are independent contractors.

Notices must be sent to the registered account email and info@silixyslabs.com; formal legal notices must also be sent to the address stated in the order. Invalid provisions are narrowed or severed, waiver must be explicit, and this agreement is the entire agreement on its subject.

15. Governing law, disputes and changes

Indian law governs. The parties will first attempt good-faith resolution through authorised representatives for 30 days. Subject to an arbitration or forum clause in a signed order, courts having jurisdiction over Provider’s registered office have exclusive jurisdiction. Non-waivable consumer rights remain unaffected.

Provider may update online terms for legal, security or service reasons. Material changes take effect after reasonable notice and, where appropriate, renewed owner acceptance. Continued use constitutes acceptance only where legally permitted; otherwise affirmative acceptance will be obtained.