MASTER SERVICE AGREEMENT (MSA) | VENTA

1. Definitions

In this Agreement:

“Acceptable Use Policy” means the VENTA Acceptable Use Policy published in the VENTA Legal Centre, as updated in accordance with this Agreement.

“AI Services” means Xploro AI and any artificial intelligence, machine learning, natural language, analytics, reporting, recommendation, support, code-analysis, bug-analysis, troubleshooting, knowledge-base, or automation features made available through the Services.

“Authorised User” means an employee, contractor, representative, outlet user, cashier, captain, manager, administrator, owner, consultant, or other person authorised by the Customer to use the Services.

“Customer Data” means data, records, content, files, reports, documents, transaction information, invoices, menu data, inventory data, reservation data, guest information, employee information, business information, prompts, queries, logs, code, schemas, and other information submitted to, stored in, generated through, or processed by the Services for or on behalf of the Customer.

“Documentation” means the product guides, user manuals, knowledge-base articles, instructions, release notes, and other documentation made available by XploroTech for the Services.

“Order Form” means a quotation, proposal, subscription form, invoice, purchase order accepted by XploroTech, implementation schedule, email confirmation, or other written or electronic record specifying the applicable Services, plan, locations, users, devices, fees, subscription period, and commercial terms.

“Privacy Notice” means the VENTA Privacy Notice published in the VENTA Legal Centre.

“Subscription Term” means the period for which the Customer is authorised to use the Services, as specified in an applicable Order Form or subscription record.

“VENTA Legal Centre” means the legal pages published by XploroTech for VENTA at https://www.venta-pos.com/legal

2. Agreement Structure and Order of Precedence

2.1 This Agreement, together with the applicable Order Form and the documents listed below, forms the complete agreement between XploroTech and the Customer regarding the Services:

a. applicable Order Form or Subscription Schedule;
b. this Master Service Agreement;
c. Data Processing Addendum;
d. Xploro AI Addendum, where AI Services are enabled;
e. Service Level Agreement;
f. Refund and Cancellation Policy;
g. Acceptable Use Policy;
h. VENTA User Terms;
i. Privacy Notice;
j. AI Subprocessors and Data Use Notice; and
k. Data Retention and Customer Exit Policy.

2.2 In case of a conflict, the documents shall prevail in the order listed above, unless an applicable Order Form expressly states otherwise.

2.3 Any Customer purchase order, vendor portal term, procurement term, or other Customer-generated document shall not amend this Agreement unless expressly accepted in writing by an authorised signatory of XploroTech.

3. Authority and Acceptance

3.1 A person accepting this Agreement on behalf of the Customer represents and warrants that they are an owner, partner, director, authorised signatory, administrator, or otherwise duly authorised representative with authority to bind the Customer.

3.2 If a person does not have authority to bind the Customer, that person must not accept this Agreement on behalf of the Customer.

3.3 The Customer is responsible for all actions taken through its accounts, devices, credentials, locations, and Authorised Users, whether or not such action was specifically approved by the Customer.

3.4 The Customer shall ensure that all Authorised Users comply with this Agreement, the VENTA User Terms, and the Acceptable Use Policy.

4. Provision of Services

4.1 Subject to payment of applicable fees and compliance with this Agreement, XploroTech grants the Customer a limited, non-exclusive, non-transferable, non-sublicensable, revocable right during the Subscription Term to access and use the Services for the Customer’s internal business operations.

4.2 The scope of the Customer’s permitted use, including locations, outlets, terminals, devices, modules, users, integrations, support level, and subscription period, shall be determined by the applicable Order Form or subscription plan.

4.3 XploroTech may update, modify, enhance, replace, or discontinue non-material elements of the Services from time to time, provided that such changes do not materially reduce the core functionality purchased by the Customer during an active paid Subscription Term.

4.4 XploroTech may provide beta, preview, experimental, pilot, or early-access features. Such features may be incomplete, may change without notice, and are provided on an “as available” basis without service-level commitments unless expressly agreed in writing.

5. Customer Responsibilities

5.1 The Customer is responsible for:

a. the accuracy, completeness, legality, and integrity of Customer Data;
b. maintaining valid licences, permissions, registrations, approvals, and consents required for its business;
c. configuring products, prices, taxes, discounts, menus, inventory, users, roles, payment methods, and workflows correctly;
d. safeguarding account credentials, passwords, devices, and access rights;
e. ensuring that only Authorised Users access the Services;
f. reviewing and validating reports, invoices, calculations, AI outputs, recommendations, and system-generated information before relying on them;
g. maintaining its own business records and periodic exports as appropriate for its business, audit, legal, and operational requirements; and
h. complying with applicable laws, regulations, industry rules, and contractual obligations.

5.2 The Customer is solely responsible for its tax, GST, invoicing, accounting, payroll, labour, food-safety, liquor-licensing, consumer-protection, statutory-record, and regulatory compliance obligations.

5.3 XploroTech provides software tools only. XploroTech does not provide tax, legal, accounting, financial, employment, regulatory, or business advice.

5.4 The Customer must independently verify all applicable tax rates, invoice formats, classification codes, statutory fields, credit notes, cancellation processes, return processes, and filings before using the Services for compliance-related purposes.

5.5 Unless expressly agreed in writing, XploroTech does not provide banking, card-acquiring, payment-settlement, wallet, lending, insurance, tax-filing, accounting-certification, or statutory-audit services.

6. Prohibited Use

6.1 The Customer and its Authorised Users must not use the Services to:

a. evade tax, suppress revenue, conceal statutory records, manipulate sales, create false invoices, or commit fraud;
b. alter, delete, backdate, cancel, refund, void, discount, or otherwise modify records outside authorised and auditable workflows;
c. bypass user permissions, security controls, audit logs, subscription restrictions, or technical limitations;
d. access another customer’s data, accounts, systems, or confidential information;
e. upload malware, malicious code, ransomware, unauthorised scripts, credentials, payment-card data, OTPs, API keys, private keys, or other harmful or restricted information;
f. reverse engineer, copy, modify, decompile, disassemble, scrape, rent, lease, resell, sublicense, or create derivative works from the Services except to the extent expressly permitted by applicable law;
g. use the Services in a manner that is unlawful, harmful, fraudulent, defamatory, discriminatory, abusive, or infringing; or
h. use AI Services in violation of the Xploro AI Addendum or Acceptable Use Policy.

6.2 VENTA is not designed to provide any mechanism for suppression of statutory records or evasion of tax obligations.

7. Customer Data and Data Processing

7.1 As between the parties, the Customer retains all rights, title, and interest in and to Customer Data.

7.2 The Customer grants XploroTech a limited right to host, copy, transmit, back up, process, analyse, secure, and otherwise use Customer Data only as necessary to:

a. provide, maintain, support, secure, and improve the Services;
b. fulfil the Customer’s documented instructions and authorised use of the Services;
c. prevent fraud, abuse, security incidents, and unauthorised access;
d. comply with applicable law, lawful authority requests, court orders, and regulatory obligations; and
e. perform XploroTech’s contractual obligations.

7.3 Where XploroTech processes Personal Data on behalf of the Customer, the Data Processing Addendum shall apply.

7.4 The Customer represents and warrants that it has all necessary rights, permissions, notices, consents, and lawful grounds to provide Customer Data to XploroTech and to permit its processing through the Services, including AI Services where enabled.

7.5 The Customer shall not submit data that it is not legally authorised to submit, share, store, process, or disclose.

8. Xploro AI and AI Services

8.1 AI Services may be made available as part of a subscription plan, add-on, trial, pilot, or separately enabled feature.

8.2 Where AI Services are enabled, the Xploro AI Addendum and AI Subprocessors and Data Use Notice shall apply.

8.3 AI Services may process authorised prompts, business data, reports, transaction summaries, schemas, logs, support requests, code-related information, and other permitted Customer Data through XploroTech-hosted systems and approved third-party service providers.

8.4 AI-generated outputs, including analytics, reports, recommendations, answers, forecasts, SQL, code suggestions, troubleshooting guidance, help articles, and business insights may be inaccurate, incomplete, outdated, biased, or unsuitable for a particular purpose.

8.5 The Customer must independently review and validate AI outputs before relying on, implementing, sharing, filing, deploying, or acting upon them.

8.6 AI Services must not be used as a substitute for professional tax, legal, accounting, financial, employment, regulatory, medical, or other professional advice.

8.7 AI-generated code, SQL, database changes, configuration changes, workflow changes, or bug-fix suggestions must be reviewed, tested, approved, deployed, and documented through authorised processes before use in a production environment.

8.8 AI Services shall not independently alter statutory invoices, GST records, payment records, financial ledgers, membership balances, inventory balances, transaction history, or other controlled business data without an explicit authorised user action and an auditable workflow.

9. Security, Access and Audit Logs

9.1 XploroTech shall maintain commercially reasonable administrative, technical, and organisational safeguards designed to protect Customer Data against unauthorised access, alteration, loss, disclosure, or destruction.

9.2 The Customer is responsible for maintaining secure devices, networks, passwords, user roles, employee access controls, and internal operating procedures.

9.3 XploroTech may maintain system, security, access, diagnostic, transaction, activity, audit, error, API, device, and support logs for lawful business, security, support, compliance, forensic, and operational purposes.

9.4 XploroTech may investigate suspected misuse, fraud, security incidents, policy violations, or unlawful activity involving the Services.

9.5 XploroTech may preserve, review, and disclose relevant information where required by applicable law, a lawful authority, court order, regulatory request, or where reasonably necessary to protect the rights, security, integrity, or operation of the Services.

10. Third-Party Services and Integrations

10.1 The Services may integrate with third-party platforms, payment providers, delivery aggregators, accounting systems, hardware devices, cloud services, AI providers, communication services, or other external services.

10.2 Third-party services are governed by the relevant third party’s terms, privacy policies, technical conditions, pricing, service availability, and support processes.

10.3 XploroTech is not responsible for the availability, functionality, security, pricing, acts, omissions, data handling, or service changes of third-party services except to the extent directly caused by XploroTech’s breach of this Agreement.

10.4 The Customer is responsible for ensuring that it has the authority and appropriate agreements to connect any third-party service to VENTA.

11. Fees, Taxes and Payment

11.1 The Customer shall pay all fees stated in the applicable Order Form, invoice, subscription plan, or written commercial proposal.

11.2 Unless expressly stated otherwise, all fees are exclusive of applicable taxes, including GST, levies, duties, withholding taxes, and similar governmental charges.

11.3 The Customer shall provide correct billing, GST, address, and contact information.

11.4 Fees are payable in advance unless otherwise specified in the applicable Order Form or invoice.

11.5 Late payments may result in suspension of access, delayed support, interest or late-payment charges where legally permitted, and recovery of reasonable collection costs.

11.6 Subscription fees, implementation fees, training fees, customisation fees, integration fees, and support fees are non-refundable except as expressly stated in the Refund and Cancellation Policy or applicable Order Form.

11.7 The Customer shall not withhold, set off, or deduct any amount from fees payable to XploroTech unless required by applicable law.

12. Subscription Term, Renewal and Suspension

12.1 This Agreement begins on the date the Customer first accepts it and continues until terminated in accordance with this Agreement.

12.2 Each Service subscription shall continue for the applicable Subscription Term.

12.3 Renewals, auto-renewals, pricing revisions, and cancellation timelines shall be governed by the applicable Order Form, subscription record, payment mandate, or Renewal Notice.

12.4 XploroTech may suspend or restrict the Services, in whole or in part, where reasonably necessary due to:

a. non-payment;
b. security risk;
c. suspected fraud, misuse, or unlawful activity;
d. breach of this Agreement or the Acceptable Use Policy;
e. risk to XploroTech, other customers, third parties, or the Services;
f. legal, regulatory, or authority requirement; or
g. emergency maintenance or technical necessity.

12.5 Where practical, XploroTech will provide prior notice of suspension. XploroTech may suspend immediately where delay could create a security, legal, financial, fraud, or operational risk.

13. Intellectual Property

13.1 XploroTech and its licensors retain all rights, title, and interest in the Services, Documentation, software, interfaces, APIs, designs, workflows, templates, content, trademarks, analytics models, AI systems, methods, know-how, improvements, and other intellectual property.

13.2 Nothing in this Agreement transfers ownership of XploroTech’s intellectual property to the Customer.

13.3 The Customer grants XploroTech a limited right to use Customer feedback, suggestions, ideas, enhancement requests, and comments without restriction or compensation, provided that XploroTech shall not disclose Customer Confidential Information in doing so.

13.4 XploroTech may use aggregated and de-identified information derived from operation of the Services for security, benchmarking, analytics, service improvement, and product development, provided that such information does not reasonably identify the Customer or any individual.

14. Confidentiality

14.1 Each party may receive Confidential Information of the other party.

14.2 “Confidential Information” includes non-public business, technical, operational, commercial, financial, product, pricing, customer, security, software, credential, and data-related information disclosed by one party to the other.

14.3 Each party shall:

a. use the other party’s Confidential Information only for purposes of this Agreement;
b. protect it using reasonable care;
c. disclose it only to personnel, professional advisers, contractors, affiliates, or service providers who have a legitimate need to know and are bound by appropriate confidentiality obligations; and
d. not disclose it to third parties except as permitted by this Agreement or required by law.

14.4 Confidential Information does not include information that the receiving party can demonstrate:

a. is or becomes publicly available without breach of this Agreement;
b. was already known without confidentiality obligation;
c. is independently developed without use of the disclosing party’s Confidential Information; or
d. is lawfully received from a third party without confidentiality restriction.

15. Warranties and Disclaimers

15.1 XploroTech warrants that it will provide the Services with reasonable skill and care.

15.2 Except as expressly stated in this Agreement, the Services are provided on an “as is” and “as available” basis.

15.3 To the maximum extent permitted by law, XploroTech disclaims all implied warranties, including warranties of merchantability, fitness for a particular purpose, non-infringement, uninterrupted availability, error-free operation, accuracy, completeness, data compatibility, legal compliance, tax compliance, or suitability for the Customer’s particular business requirements.

15.4 XploroTech does not warrant that:

a. the Services will be uninterrupted, error-free, or free from all vulnerabilities;
b. AI outputs will be accurate, complete, reliable, lawful, or suitable for a specific purpose;
c. integrations, third-party services, internet connectivity, hardware, operating systems, or external platforms will remain available or compatible; or
d. the Services will ensure the Customer’s compliance with GST or any other law.

16. Indemnity

16.1 The Customer shall indemnify, defend, and hold harmless XploroTech, its affiliates, directors, officers, employees, contractors, and licensors from and against claims, losses, damages, penalties, liabilities, costs, and expenses arising from:

a. Customer Data;
b. the Customer’s or Authorised Users’ use of the Services in breach of this Agreement;
c. tax, GST, invoice, statutory-record, employment, consumer, food-safety, liquor, payment, or regulatory obligations of the Customer;
d. any allegation that Customer Data infringes or violates the rights of a third party;
e. fraud, unlawful conduct, tax evasion, revenue suppression, or improper record manipulation by the Customer or its Authorised Users; or
f. the Customer’s failure to obtain required permissions, notices, consents, or lawful authority for Customer Data.

16.2 XploroTech shall defend the Customer against a third-party claim that the unmodified Services, when used in accordance with this Agreement, directly infringe that third party’s Indian intellectual-property rights, subject to the Customer promptly notifying XploroTech and allowing XploroTech control of the defence and settlement.

16.3 XploroTech shall have no obligation under Clause 16.2 to the extent a claim arises from Customer Data, third-party services, Customer modifications, unauthorised use, combination with non-XploroTech services, or use contrary to Documentation or this Agreement.

17. Limitation of Liability

17.1 To the maximum extent permitted by applicable law, neither party shall be liable to the other for any indirect, incidental, special, consequential, exemplary, punitive, or similar damages, including loss of profits, revenue, goodwill, business opportunity, anticipated savings, data, or business interruption, even if advised of the possibility of such damages.

17.2 XploroTech’s total aggregate liability arising out of or relating to this Agreement, whether in contract, tort, negligence, statute, or otherwise, shall not exceed the fees actually paid by the Customer to XploroTech for the affected Services during the twelve (12) months immediately preceding the event giving rise to the claim.

17.3 The exclusions and limitations in this Clause apply to the fullest extent permitted by law.

17.4 Nothing in this Agreement excludes or limits liability that cannot legally be excluded or limited.

17.5 The Customer acknowledges that the fees charged for the Services reflect the allocation of risk set out in this Agreement.

18. Termination and Customer Exit

18.1 Either party may terminate an applicable Subscription Term as permitted by the applicable Order Form or Refund and Cancellation Policy.

18.2 Either party may terminate this Agreement for material breach if the other party fails to cure such breach within thirty (30) days after receiving written notice, except where immediate termination is reasonably necessary due to fraud, illegality, security risk, or irreparable harm.

18.3 XploroTech may terminate or suspend the Services immediately if the Customer engages in fraud, unlawful conduct, tax evasion, deliberate record manipulation, repeated policy breach, non-payment, or conduct that creates a material risk to XploroTech, other customers, or third parties.

18.4 Upon termination or expiry:

a. the Customer’s right to access and use the Services ends;
b. all unpaid fees become immediately due and payable;
c. the Customer may request export of Customer Data in accordance with the Data Retention and Customer Exit Policy; and
d. XploroTech may delete, anonymise, archive, or retain Customer Data in accordance with the Data Processing Addendum, Data Retention and Customer Exit Policy, applicable law, backups, legal retention obligations, fraud prevention, dispute resolution, and security requirements.

19. Notices

19.1 Notices to XploroTech must be sent to:

Legal Notices: xploro@xplorotech.com
Registered Office: 06, 18th Floor, Tower 26, Paras Tierrea, Sector 137, Noida, UP – 201305

19.2 Notices to the Customer may be sent to the billing email address, administrator email address, registered account email address, or address stated in the applicable Order Form.

19.3 Operational notices, service notices, support notices, product updates, legal-policy updates, and security notices may also be provided through the Services, website, dashboard, email, or other reasonable electronic method.

20. Changes to this Agreement

20.1 XploroTech may update this Agreement or incorporated policies from time to time.

20.2 For material changes, XploroTech will provide reasonable notice through email, dashboard, website notice, or other electronic means.

20.3 Updated terms will apply from the stated effective date. Continued use of the Services after that date constitutes acceptance of the updated terms, except where applicable law or the updated terms require express re-acceptance.

20.4 Changes required by law, security needs, fraud prevention, or urgent operational necessity may take effect sooner where reasonably necessary.

21. Governing Law and Jurisdiction

21.1 This Agreement shall be governed by and interpreted in accordance with the laws of India.

21.2 The parties shall first attempt in good faith to resolve any dispute through authorised representatives.

21.3 Subject to applicable law, the courts at [CITY, STATE, INDIA] shall have exclusive jurisdiction over disputes arising from or relating to this Agreement.

22. General Terms

22.1 Force Majeure. Neither party shall be liable for delay or failure caused by events beyond its reasonable control, including natural disasters, fire, flood, epidemic, war, civil disturbance, government action, internet disruption, cloud-service failure, power failure, telecom failure, labour disruption, cyberattack, or third-party infrastructure failure.

22.2 Assignment. The Customer may not assign or transfer this Agreement without XploroTech’s prior written consent. XploroTech may assign this Agreement to an affiliate, successor, purchaser of substantially all relevant assets, or in connection with a merger, restructuring, financing, or sale of business.

22.3 Independent Contractors. The parties are independent contractors. This Agreement does not create a partnership, agency, employment, fiduciary, franchise, or joint venture relationship.

22.4 Severability. If any provision is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

22.5 Waiver. Failure to enforce any provision shall not constitute a waiver of that provision.

22.6 Entire Agreement. This Agreement and incorporated documents constitute the entire agreement between the parties concerning the Services and supersede prior discussions, proposals, communications, and understandings relating to the Services.

22.7 Electronic Records. This Agreement, Order Forms, invoices, click-wrap acceptances, electronic acknowledgements, system logs, and electronically stored records may be used as evidence of acceptance, performance, notices, and transactions between the parties.

23. Contact

For legal matters: xploro@xplorotech.com
For privacy matters: xploro@xplorotech.com
For support matters: xplorocare@xplorotech.com
VENTA Legal Centre: https://www.venta-pos.com/legal