Terms of Service

01Introduction

These Terms of Service (“Terms”) govern your access to and use of the services, websites and applications offered by Invoay (the “Service”). Your access to and use of the Service is conditioned on your acceptance of and compliance with these Terms. By ticking “I agree” at sign-up or checkout, or by accessing or using the Service, you agree to be bound by these Terms. These Terms apply to all visitors, users and others who access or use the Service. If you disagree with any part of the Terms, you may not access the Service. In these Terms, “Customer”, “user” or “Licensee” means the business that buys a subscription and its users; “Agreement” means these Terms; and “Purchased Services” means the Services bought under the chosen Plan.

The domain name http://www.invoay.com (“Website”) is owned by Hades Info Systems Private Limited, a company incorporated in India under the Companies Act, 2013, CIN U74999DL2017PTC322620, with its registered office at D-32, 2nd Floor, Opp. Metro Pillar No. 33, Vikas Marg, Laxmi Nagar, Delhi 110092, and its office at E 14, Second Floor, Sector 3, Noida, Uttar Pradesh 201301 (“Invoay”).

02Links to other websites

Our Service may contain links to third-party websites or services that are not owned or controlled by Invoay. Invoay has no control over, and assumes no responsibility for, the content, privacy policies or practices of any third-party websites or services. You acknowledge and agree that Invoay shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such content, goods or services. We strongly advise you to read the terms and privacy policies of any third-party websites or services that you visit.

03Changes

We reserve the right, at our sole discretion, to modify or replace these Terms at any time. If a revision is material, we will try to provide at least 30 days’ notice before any new terms take effect. What constitutes a material change will be determined at our sole discretion. By continuing to access or use the Service after those revisions become effective, you agree to be bound by the revised Terms. If you do not agree to the new Terms, please stop using the Service.

04Purchase

Invoay shall make the Purchased Services available to its users under these Terms on payment of the Subscription Fee for the Plan chosen at the time of purchase. Unless otherwise specified:

• Services are purchased as subscriptions and may be accessed by the specified number of the Customer’s employees as per the Plan.
• Additional POS terminal licences may be added during the subscription term. The user can upgrade to a new plan at the pricing applicable at the time of upgrade.
• Each Plan is sold on a per centre/location basis.
• The user shall pay all fees or charges in accordance with the fees, charges and billing terms in effect when a fee or charge is due.
• The initial charges will be equal to the fee for the chosen plan period of the Service plan ordered, including any additional plans for which the user assumes payment.
• All payments are made in advance for the chosen plan period (monthly, quarterly or yearly), or as otherwise mutually agreed. The user is responsible for paying for the Service ordered for the entire Subscription Term, whether or not the Service is actively used.
• Subscriptions are available on monthly, quarterly and yearly plans. Invoay does not provide a free trial. Refunds apply to yearly subscriptions only; monthly and quarterly plans are not refundable. For a yearly subscription, the user can claim a refund of the amount paid for a justified reason (such as a technical issue that Invoay cannot fix within 7 days), or as mutually agreed at the time of purchase, within the first 30 days of activation only. In that case Invoay will refund the amount after deducting 40% of the list price of the yearly subscription of the Invoay edition, and after adjusting taxes and any additional service charges. Refunds are made by cheque or electronic transfer to the registered bank account. The same policy applies to all renewals. Refunds do not apply to any subscription bought with an extra discount, a discount code or special pricing.
• If the client uses the software for one continuous month and then wants to stop the subscription, the client must pay the one-time setup charge of Rs 5,000 per centre/location plus the monthly usage fee, calculated pro rata on the first-year annual subscription amount per centre/location. This can be adjusted from the advance paid. One-time setup fees are non-refundable.
• Invoay reserves the right to change its prices and fees at any time; such changes will be posted on this Website and apply to new purchases from the date they are posted. If you have bought Services for a specific period, changes in prices and fees apply from renewal.
• Invoay does not store card details. Autopay mandates and the user’s consents for automatic renewal are held by our payment partners. You can view or change your automatic renewal settings at any time by logging into your Invoay account.

05Subscription purchased with a discount code

For first-year paid subscriptions bought with a special discount code, the discounted price applies only to the first payment of the subscription period. Renewals are charged at list price.

06Renewal of subscription

• All subscriptions renew automatically at the end of each subscription period unless the user informs Invoay of the wish to discontinue. The fee is charged through the autopay mandate the user registers with our payment partner (such as Razorpay or Paytm), with notice before each debit as required by the Reserve Bank of India. The user can cancel the mandate at any time. Invoay reserves the right to change subscription fees and to charge for services that are currently free or discounted. No charge applies until a paid plan is chosen. Subscription options and charges are shown on the Website.
• Subscriptions can be renewed from Invoay Backoffice → Setup → Store Licenses, or at erp.invoay.com/ERP/Licenses. The renewal steps are in the Invoay Helpdesk knowledge base.
• A reminder appears 60 days before the expiry date in Invoay POS (before login) and on the Invoay Backoffice dashboard (after login). The expiry date can be checked in Backoffice → Setup → Store Licenses.
• Invoay may terminate the account and access to services until all charges on the account are paid. In that case, all associated data will be kept on Invoay servers for 90 days from the date of expiry. After that, Invoay has no obligation to keep the data, and it may be irretrievably deleted if the account is not renewed within that period. Invoay may charge a re-registration fee if the account is suspended and the user later asks for renewal.
• The Invoay team does not support unpaid, suspended or expired accounts, and software access is restricted for them. Access can be regained by paying the pending renewal within 90 days of the expiry date. Support also stays suspended for accounts given a temporary extension under special terms.

07Access to software and Customer Data upon subscription expiry

Before expiry, the Customer can export its data, such as bills, customer lists and stock reports, from Invoay Backoffice. Upon expiry of the Subscription Term, if the Subscription is not renewed or renewal fees remain unpaid, the Customer’s right to access and use the Invoay software — including the POS application, Backoffice, Invoay Pocket and other mobile applications, Wabixo, AI features, APIs, the MCP connector, reports, dashboards and all other Services — ends automatically and immediately without further notice.

For the avoidance of doubt, upon such expiry or suspension the Customer is not entitled to access, view, retrieve, download, export, print, copy or otherwise obtain any Customer Data, reports, invoices, transaction records, backups or other information stored in the Invoay platform by any means.

Access to the software and Customer Data will be reinstated only after full payment of all outstanding subscription fees, renewal charges, taxes and other amounts due. Until payment is received and verified, Invoay has no obligation to provide access, restore services, generate reports, provide database backups, export Customer Data in any format (including Excel) or carry out any manual data retrieval or extraction.

Invoay will keep the Customer Data for up to ninety (90) days from the date of expiry, solely to allow reactivation on renewal. If the Subscription is not renewed within those 90 days, Invoay may, without further notice or liability, permanently delete, erase, archive or otherwise dispose of all Customer Data. The Customer agrees that deleted data may not be recoverable and that Invoay is not responsible for any loss of data, business interruption or consequential damage arising from it.

The Customer agrees that access to the software and Customer Data is a benefit available only under a valid, active and fully paid Subscription. No right to access, retrieve, export or obtain Customer Data survives expiry, suspension or termination unless expressly agreed in writing by Invoay.

Invoay is not obliged to provide support, maintenance, technical assistance, data extraction, migration, backup restoration or any other professional services for an expired, suspended or unpaid account until the Subscription is renewed and all dues are paid.

08Activation, cancellation and refund for online purchases

• Activation: Invoay sells software only. Once payment clears, the account is normally activated within 48 hours, and login details and instructions are sent by email or WhatsApp.
• Cancellation: Orders may be cancelled only if placed by mistake. Prepaid online orders can be cancelled within 8 hours of payment, before the account is activated. The Company may, at its sole discretion, consider cancellation in other cases and refund in part or full.
• Refund: Orders cannot be cancelled after the account is activated; any refund then follows the Purchase section. The Company may, at its sole discretion, consider a refund in part or full.
• Privacy: To activate your account, we collect basic information (name, address, email and phone number) for our records and to raise bills and invoices. See our Privacy Policy.

09Additional services

All SMS to end clients are sent through the default sender ID. A custom sender ID can be set up for an additional one-time activation charge of Rs 5,000. GST applies extra on all charges. WhatsApp messages are sent through the Customer’s own WhatsApp Business number on Wabixo (see Wabixo and WhatsApp messaging).

As a service provider, Invoay has a default but limited right to use its users’ brand name, logo and identity as references for other prospects. Invoay expects users of its application to support the use of its name, which by default is printed on all invoices, website URLs and similar. If a client wants to replace or remove Invoay’s name or URL from invoices, a one-time charge of Rs 5,000 applies. GST applies extra on all charges.

10Loyalty points, wallet membership, prepaid balances, gift cards and coupon codes

Invoay only provides the service through which points, memberships, wallets, gift cards and coupon codes are processed in its database. Invoay makes no representations or warranties, express or implied, about the service, and all representations, undertakings, warranties, terms and conditions, whether express or implied by statute, common law or otherwise, are excluded to the fullest extent permitted by law. Except as provided in these Terms, Invoay is not liable to you for any claims, including loss of profits, business, revenue, goodwill, anticipated savings or any other indirect, special or consequential loss, whether arising in contract, negligence or otherwise, in connection with the service. In particular, Invoay accepts no responsibility for the acceptance of any points, balances or coupons.

Invoay has no responsibility for the accumulation or redemption of points, balances and coupon codes, or for the goods and services obtained through them. Invoay is not responsible for any failure to provide goods or services in return for points, wallets, memberships, gift cards or coupon codes accumulated or redeemed through the Invoay database.

• Communication: Invoay only provides the medium to send transactional and promotional messages by SMS, WhatsApp and email. The user must not send promotional messages to numbers in the blocked categories defined under the Telecom Commercial Communications Customer Preference Regulations, 2018 (as amended). Invoay is not liable or responsible for any communication between its user and the recipient, directly or indirectly. All claims, queries and complaints from end clients must be handled by the respective user.
• Invoay’s rights: Invoay may, at its sole discretion, suspend, restrict or terminate your access to the application or your Invoay subscription for non-payment, misuse, unlawful use, spam or security reasons. Where possible, Invoay will give notice first. Invoay is not required to review or monitor any information entered into the application, and you are solely responsible for the truth and accuracy of all such data, content and information. Invoay is not responsible for any information provided to third parties.

11Online orders on Invoay-powered websites

Orders placed on an online ordering platform powered by Invoay are fulfilled by the merchant for whom the platform is built. Cancellations and refunds follow that merchant’s refund and cancellation policy. The same applies to orders synced from Shopify or WooCommerce and to payments collected through Invoay payment links. Invoay is not liable for any disputes.

12Terms for use of the API and MCP connector

Integrating Invoay with third-party applications using Invoay’s APIs or the MCP connector needs technical skill. Errors or defects in the integration may cause loss or corruption of data. We recommend using technically skilled people for integration. Invoay is not liable for any loss or corruption of data caused by errors or defects in the integration.

• Do not try to access any functionality not exposed in the API documentation. Invoay is not liable for the consequences of accessing or using any unexposed functionality.
• Invoay may set usage limits on the API, including the number of calls, records per call, bandwidth and call frequency. Stay within these limits for uninterrupted service. Invoay may restrict an activity once its limit is reached, and an API call may fail or be partly executed if limits are reached before or during the call.

13Governing law and jurisdiction

These Terms are governed by and construed in accordance with the laws of India, without regard to conflict of law provisions. Our failure to enforce any right or provision of these Terms is not a waiver of that right. If any provision is held invalid or unenforceable by a court, the remaining provisions stay in effect. These Terms are the entire agreement between us regarding the Service and replace any prior agreements regarding the Service.

Any dispute or claim arising out of or relating to these Terms shall be subject to the exclusive jurisdiction of the courts at Delhi only, in accordance with the laws of India.

14Contact us

If you have any questions about these Terms, please raise a ticket at helpdesk.invoay.com.

15Products covered

These Terms apply to the Website and to all Invoay products and services, including Invoay SimplePOS, Invoay Backoffice, Invoay Pocket, Simple Attendance, Invoay AI (including Ask Invoay), the Invoay and Wabixo MCP connector, and Wabixo. Some products may have extra terms shown at the time of purchase; if so, those extra terms apply along with these Terms.

16Customer Data and privacy

“Customer Data” means all data that the Customer or its users enter into, upload to or create in the Service, including details of the Customer’s own customers (“end customers”).

• Customer Data belongs to the Customer. Invoay processes it to provide and support the Service, as described in our Privacy Policy, which forms part of these Terms.
• For end-customer data, the Customer decides why and how it is used and is the Data Fiduciary under the Digital Personal Data Protection Act, 2023. Invoay processes that data on the Customer’s behalf.
• The Customer is responsible for having a lawful basis, such as consent, for collecting end-customer data and for any messages it sends to end customers.
• Access to Customer Data after expiry, suspension or termination is governed only by the section on access upon subscription expiry.

17AI features and MCP connector

• Invoay AI features, including Ask Invoay, AI recommendations, the Wabixo AI agent and chat summaries, use third-party AI providers such as OpenAI, Google (Gemini), Anthropic (Claude) and Sarvam AI. To create answers and replies, the data needed for a request is sent to these providers.
• By using the Service, the Customer agrees that Customer Data, including chats, may be used to improve and train Invoay’s AI features.
• AI output can be incomplete or wrong. The Customer should check important figures and decisions before acting on them. Invoay is not liable for decisions made only on the basis of AI output.
• The MCP connector works only when the Customer connects an AI application (such as ChatGPT, Claude or Gemini) to its Invoay or Wabixo account. Once connected, that application can read the Customer’s data through the connection. The AI application’s own terms and privacy policy apply to data it receives, and Invoay is not responsible for that application.

18Wabixo and WhatsApp messaging

• Wabixo uses Meta’s WhatsApp Business Platform. The Customer must also follow WhatsApp’s Business Terms and its Business Messaging and Commerce policies.
• The Customer must collect the recipient’s opt-in before sending WhatsApp messages, keep a record of it, and stop messaging anyone who opts out or asks to be removed.
• WhatsApp conversation charges set by Meta are deducted from the Customer’s Wabixo wallet, in addition to the Wabixo subscription.
• Meta may approve or reject templates, limit messaging, or restrict or block a number based on its own rules and recipient feedback. Invoay is not responsible for such actions or for any resulting loss.
• Invoay may suspend or terminate a Wabixo account that sends spam, unlawful content or messages without opt-in.

19Limitation of liability

To the maximum extent permitted by law, Invoay’s total liability for all claims arising out of or relating to the Service or these Terms is limited to the fees actually paid by the Customer to Invoay for the Service in the twelve (12) months before the event giving rise to the claim. This limit adds to, and does not reduce, the exclusions of liability elsewhere in these Terms.

20Force majeure

Invoay is not liable for any delay or failure to perform caused by events beyond its reasonable control, including power or internet outages, failures of third-party platforms (such as cloud hosting, payment gateways, Meta or AI providers), natural disasters, epidemics, strikes, or acts or orders of government.

21Grievances

Questions or complaints about these Terms or the Service can be raised at helpdesk.invoay.com. Complaints about personal data are handled by our Grievance Officer as described in the Privacy Policy, and are resolved within 90 days at the latest.

22Intellectual property and licence

The Service, including the software, apps, designs, code, documentation, logos and the names Invoay and Wabixo, belongs to Invoay and its licensors. During a paid Subscription, Invoay gives the Customer a limited, non-exclusive, non-transferable licence to use the Service for its own business. The Customer must not copy, resell, rent, sub-license, modify, reverse-engineer or try to extract the source code of the Service, or build a competing product from it. Any feedback or suggestions the Customer gives may be used by Invoay freely.

23Customer’s responsibility for tax, invoices and records

The Customer is responsible for the details it enters and the settings it chooses in the Service, including GST rates, HSN/SAC codes, prices, discounts, e-invoices, e-way bills, TDS and other tax or legal documents, and for filing its own GST and income tax returns. Invoay provides tools to create these documents but does not give tax, legal or accounting advice, and is not liable for penalties or losses caused by wrong entries or settings.

24Account security

The Customer is responsible for keeping usernames, passwords and OTPs safe, for the access it gives to its staff, and for all activity under its account. The Customer should remove access for staff who leave and tell Invoay at once through the helpdesk if it suspects unauthorised access. Invoay is not liable for loss caused by the Customer’s staff or by shared or weak passwords.

25Offline use

Invoay POS can work offline. Data entered offline is saved on the device until it syncs with Invoay’s servers. The Customer should connect to the internet regularly so data can sync. Invoay is not responsible for data lost before syncing because of device damage, theft, reinstalling the app or clearing device data.

26Acceptable use

The Customer must not use the Service to:

• break any law, or sell or promote illegal goods or services;
• create fake, misleading or fraudulent bills, receipts or records;
• send spam or messages without the recipient’s consent;
• upload personal data without a lawful basis, or data that belongs to someone else without permission;
• upload viruses or harmful code, try to break into the Service, test its security without written permission, or overload it;
• share its login with another business or resell access.

Invoay may suspend or terminate accounts that break these rules, as set out in Invoay’s rights above.

27Indemnity

The Customer will compensate and protect Invoay, its directors and staff against any claim, fine, penalty, loss or cost (including reasonable legal fees) arising from the Customer’s data, the messages it sends, its breach of these Terms or its breach of any law, including data protection, consumer, tax and telecom laws.

28Support and availability

Support is available through helpdesk.invoay.com from 10 AM to 7 PM IST. Invoay aims to keep the Service available at all times but does not promise uninterrupted or error-free service. Planned maintenance will be announced in advance where possible. Support covers the use of the Service; it does not include on-site visits, custom development or data entry unless agreed in writing.

29Hardware and devices

Invoay sells software only. The Customer is responsible for buying and maintaining its own computers, tablets, phones, printers, scanners, weighing scales and other devices, and for their internet connection. Invoay may help with setting up supported devices, but is not responsible for their faults, compatibility or repair.

30Third-party services

The Service works with third-party services such as payment gateways (Razorpay, Paytm), Meta and WhatsApp, AI providers, the e-invoice, GST and Income Tax portals, Shopify and WooCommerce. These services have their own terms and may change, slow down or stop. Invoay is not responsible for their availability, charges or actions.

31Taxes

All fees and charges are exclusive of GST and other applicable taxes, which are charged extra at the rates in force.

32Wabixo wallet

Wallet top-ups are used to pay WhatsApp conversation charges set by Meta and any other usage charges. Meta’s charges can change, and the latest rates apply. Wallet balances are non-refundable and cannot be transferred to another account, except as required by law.

33Data import and migration

If the Customer imports data, or asks Invoay to import data from another system, the Customer is responsible for the accuracy and completeness of that data and should check it after import. Invoay is not liable for errors in data supplied by the Customer or exported from another system.

34Confidentiality

Each party will keep confidential any non-public business information it receives from the other, use it only for the Service, and protect it with reasonable care. This does not apply to information that is public, already known, independently developed, or that must be shared by law.

35General

• Electronic record: These Terms are an electronic record under the Information Technology Act, 2000 and the rules made under it, and do not need a physical or digital signature.
• Notices: Invoay may send notices by email, WhatsApp, SMS or inside the app, to the contact details on the account. The Customer can send notices through helpdesk.invoay.com.
• Assignment: The Customer may not transfer its account or these Terms without Invoay’s written consent. Invoay may transfer them as part of a merger, acquisition or sale of its business.
• Beta features: Features marked beta, preview or trial are provided as they are, may change or be removed, and are excluded from any commitment.
• Survival: Sections on payment, intellectual property, Customer Data after expiry, limitation of liability, indemnity, confidentiality and governing law continue after the Subscription ends.