MASTER SERVICE AGREEMENT (MSA)
Effective Date: 01 March 2026
Last Updated: 01 March 2026
Version: 1.0
This Master Service Agreement (“Agreement”) is entered into between:
XploroTech Solutions Private Limited, a company incorporated under the laws of India, having its registered office at [Insert Address] (hereinafter referred to as the “Company”),
AND
The entity registering and accessing the VENTA Xploro POS platform (“Client”, “Subscriber”, “Licensee”).
By accepting this Agreement electronically, the Client agrees to be legally bound by its terms.
1. DEFINITIONS
“Software” means VENTA Xploro POS including applications, APIs, modules, dashboards, and related services.
“Services” means access to the Software on a subscription basis.
“Client Data” means all business, transaction, billing, and operational data entered by the Client.
“Subscription Term” means the active paid period of access.
2. GRANT OF LICENSE
Subject to payment of subscription fees, the Company grants the Client a:
- Non-exclusive
- Non-transferable
- Limited
- Revocable
license to access and use the Software for internal business operations only.
No ownership rights are transferred.
3. SCOPE OF SERVICES
The Software provides digital tools for:
- Billing and invoicing
- Inventory management
- Reporting and analytics
- Role-based access
- Integration support
The Company does NOT:
- Provide tax advisory services
- Guarantee statutory compliance
- Operate Client business processes
- File GST returns
- Validate accounting accuracy
4. CLIENT RESPONSIBILITIES
The Client is solely responsible for:
- All invoices generated
- GST compliance and filings
- Tax reporting accuracy
- Data entered into the system
- Staff access control
- Security of login credentials
- Preventing misuse of system features
Any financial, tax, or regulatory consequences arising from use of the Software remain solely with the Client.
5. ANTI-FRAUD & TAX COMPLIANCE DISCLAIMER
The Software is a neutral business tool.
The Company:
- Does not enable revenue suppression
- Does not provide “ghost billing” mechanisms
- Does not condone tax evasion
- Does not support deletion of statutory records outside permitted workflows
The Client acknowledges that:
Any attempt to suppress revenue, manipulate GST records, alter transaction history, or evade taxes is strictly prohibited and solely attributable to the Client.
The Company shall not be liable for:
- GST fraud
- Tax evasion
- Regulatory penalties
- Legal notices
- Criminal proceedings
- Government enforcement actions
The Company reserves the right to suspend accounts involved in suspected illegal activity.
6. FEES & PAYMENT
The Client agrees to pay subscription fees as per selected plan.
- Fees are payable in advance.
- Fees are non-refundable unless expressly stated in Refund Policy.
- Non-payment may result in suspension.
Taxes applicable on subscription fees shall be borne by the Client.
7. DATA OWNERSHIP
Client retains ownership of Client Data.
The Company may:
- Store data for operational purposes
- Maintain system logs
- Retain audit logs for legal protection
System logs remain property of the Company.
8. CONFIDENTIALITY
Both parties agree to maintain confidentiality of proprietary information.
This includes:
- Business data
- Technical architecture
- Pricing terms
- Trade secrets
This obligation survives termination.
9. INTELLECTUAL PROPERTY
All intellectual property rights in the Software remain exclusively with:
XploroTech Solutions Private Limited
The Client shall not:
- Reverse engineer
- Copy
- Resell
- Modify
- Distribute
- Create derivative works
10. LIMITATION OF LIABILITY
To the maximum extent permitted by law:
The Company’s total liability shall not exceed the subscription fees paid by the Client in the preceding 12 months.
The Company shall not be liable for:
- Indirect damages
- Business interruption
- Loss of profits
- Tax penalties
- Government fines
- Regulatory investigations
- Criminal liabilities arising from Client misuse
11. INDEMNIFICATION
The Client agrees to indemnify and hold harmless XploroTech Solutions Private Limited from any claims arising out of:
- Misuse of Software
- Tax violations
- Fraudulent activities
- Statutory non-compliance
- Employee misconduct
12. SERVICE LEVELS
Service performance is governed by the separate Service Level Agreement (SLA).
13. DATA PROTECTION
Data processing obligations are governed by the Data Processing Addendum (DPA).
14. TERMINATION
The Company may terminate access if:
- Subscription fees are unpaid
- Client violates law
- Client engages in fraudulent activity
- Client breaches Acceptable Use Policy
Upon termination:
- Access shall cease
- Data retention shall follow Privacy Policy
15. FORCE MAJEURE
The Company shall not be liable for failure due to events beyond reasonable control including:
- Natural disasters
- Cyber attacks
- Government restrictions
- Infrastructure failures
16. GOVERNING LAW & JURISDICTION
This Agreement shall be governed by laws of India.
Jurisdiction shall lie exclusively in courts of [Insert City].
17. MODIFICATIONS
The Company may update this Agreement.
Continued use after update constitutes acceptance.
If material changes are made, re-acceptance may be required.
ACCEPTANCE
By accessing VENTA Xploro POS, the Client confirms:
“I have read and agree to the Master Service Agreement of XploroTech Solutions Private Limited.”