Subscriply Terms of Service

These Terms of Service (“Terms”) form a binding agreement between Subscriply Platforms LLP (“Subscriply”, “we”, “us”, “our”) and the business or person using our Services (“Customer”, “you”, “your”).

Subscriply Platforms LLP is a limited liability partnership registered under the Limited Liability Partnership Act, 2008 with the Registrar of Companies, Bangalore (LLPIN: ACU-1833). Our registered office is at C 003, Orchid Piccadilly, Thanisandra Main Road, Bangalore North, Bangalore, Karnataka 560064, India.

You accept these Terms by creating an account, clicking “I agree” (or a similar button), or using the Services. If you accept on behalf of a company, LLP, firm or other entity, you confirm you are authorised to bind it, and “you” refers to that entity. If you do not agree, do not use the Services.

These Terms are an electronic record under the Information Technology Act, 2000 and the rules made under it. They do not require a physical or digital signature.

1.1 Definitions

• “Services” means the Subscriply subscription billing and management platform, including its web application, APIs, SDKs, integrations, documentation, and the website subscriply.com.
• “Customer Data” means all data you or your Users submit to the Services, including data about your own customers (“End Customers”), plans, prices, invoices and payment records.
• “End Customer” means a person or business that buys your products or subscriptions and whose data you process through the Services.
• “User” means an individual you authorise to access your account, such as an employee or contractor.
• “Plan” means the free, trial or paid subscription tier you select, as described on our pricing page or in an Order Form.
• “Order Form” means any online checkout, quote or signed order you accept for the Services.
• “Payment Partner” means a third-party payment gateway, payment aggregator, bank or processor (for example Razorpay, Cashfree, Stripe or PayU) that you connect to the Services.
• “Applicable Law” means all laws in force in India and any other jurisdiction that applies to your use of the Services.

2.1 What we provide

Subscriply is business software that helps you create plans, manage subscriptions, generate invoices, track payments and view revenue analytics. The Services are for business use only and are not offered to consumers for personal, family or household purposes.

2.2 Early access (MVP)

The Services are in an early-access or MVP stage. Features may be incomplete, change without notice, contain bugs, or be withdrawn. Features labelled “beta”, “preview” or “early access” are provided for evaluation, may be discontinued at any time, and carry no service-level commitment. We will try to give reasonable notice before removing a feature you rely on, but we are not obliged to.

2.3 Free plans and trials

If you use a free plan or free trial, it lasts until the trial ends, you move to a paid Plan, or we end it. Free plans and trials are provided as-is, without support commitments or warranties, to the extent Applicable Law allows. Export any data you want to keep before a trial ends; we may delete trial data 30 days after it ends.

2.4 Licence

Subject to these Terms and payment of applicable fees, we grant you a limited, non-exclusive, non-transferable, non-sublicensable, revocable right to access and use the Services during your subscription term for your internal business operations.

2.5 Eligibility and sign-up

You must be at least 18 years old and legally able to contract under the Indian Contract Act, 1872. You must give accurate, current and complete sign-up information, including your legal business name, GSTIN (if registered) and billing address, and keep it updated. We may verify your business identity (KYB) and may refuse or close an account if information is false or verification fails.

2.6 Account security and administrators

You are responsible for all activity under your account and for your Users’ compliance with these Terms. Keep credentials and API keys confidential, enable available security features such as two-factor authentication, and appoint trusted administrators. Tell us at tech@subscriply.com promptly if you suspect unauthorised access. We are not liable for losses caused by unauthorised use of your credentials that is not due to our breach.

3.1 Fees and billing

You agree to pay the fees for your Plan as shown on our pricing page or Order Form. Fees are in Indian Rupees (INR) unless stated otherwise and are billed in advance for each billing cycle (monthly or annual). Usage-based or overage fees, if any, are billed in arrears.

3.2 Automatic renewal

Paid Plans renew automatically for the same billing cycle unless you cancel before the renewal date from your account settings or by emailing us. Where you pay by card, UPI AutoPay or e-mandate, you authorise us and our payment provider to charge the renewal fee in line with the Reserve Bank of India’s framework for recurring payments, including any pre-debit notification it requires.

3.3 GST and other taxes

Fees exclude Goods and Services Tax (GST) and other applicable taxes, which we will charge in addition. We will issue GST-compliant tax invoices. To claim input tax credit, give us your correct GSTIN and legal name before invoicing; we cannot reissue invoices for errors in details you supplied, except as GST law permits.

3.4 Tax deducted at source (TDS)

If you are required by the Income-tax Act to deduct TDS from our fees, you may pay the net amount, but you must deposit the tax on time and give us the TDS certificate (Form 16A) within the statutory timeline. If we do not receive a valid certificate, or the deduction does not reflect in our Form 26AS, the deducted amount will be treated as unpaid and we may invoice it.

3.5 Late payment and suspension

Invoices are due on the date stated on them. If payment is more than 15 days overdue, we may suspend access after giving you at least 7 days’ notice by email.

3.6 Price changes

We may change prices or start charging for features that are currently free. We will give at least 30 days’ notice by email. Changes apply from your next billing cycle, and you may cancel before they take effect.

3.7 Billing disputes

If you believe an invoice is wrong, tell us in writing within 30 days of the invoice date with details. We will work with you in good faith to resolve it, and you need not pay the disputed portion while we do.

3.8 Refunds

Fees are non-refundable except where these Terms or our Refund Policy say otherwise, or where Applicable Law requires a refund. If you end your subscription because we materially breached these Terms, or because you reject a change to these Terms under Section 8.6, we will refund the unused portion of prepaid fees on a pro-rata basis.

4.1 Subscriply is software, not a payment service

Subscriply provides software only. We do not hold, receive, settle, transfer or control funds paid by your End Customers, and we are not a bank, payment aggregator, payment gateway or payment system operator under the Payment and Settlement Systems Act, 2007 or RBI regulations.

All payments are processed by the Payment Partners you choose and connect, under your own agreement with them. Your Payment Partner, not Subscriply, is responsible for authorising, collecting, settling, refunding and handling chargebacks on those payments. We are not liable for any act, delay, failure, fee, hold or suspension by a Payment Partner.

4.2 Your responsibilities

You are solely responsible for:

• Your products, pricing, plans, discounts, refunds and terms of sale to your End Customers.
• Obtaining valid consent and mandates from End Customers for recurring charges, including compliance with RBI rules on e-mandates, pre-debit notifications and additional factor authentication.
• The accuracy of your invoices and tax treatment, including GST, TDS and e-invoicing obligations. Subscriply’s tax calculations and templates are tools to assist you, not tax or legal advice; verify them with your own advisers.
• Having a lawful basis and notice to share End Customer personal data with us, and complying with the Digital Personal Data Protection Act, 2023 and other data laws as the data fiduciary for that data.
• Keeping your own backups of critical Customer Data.

4.3 Acceptable use

You must not, and must not let anyone else:

• Copy, modify, reverse engineer, decompile or try to extract the source code of the Services, except where Applicable Law expressly permits.
• Resell, sublicense, rent or provide the Services to third parties, or use them to build a competing product, without our written consent.
• Access the Services without authorisation, bypass security or usage limits, or probe, scan or test our systems for vulnerabilities without written permission.
• Upload malware, or overload or disrupt the Services or other customers’ use of them.
• Scrape or extract data from the Services by automated means, except through our published APIs.
• Use the Services for fraud, money laundering, unlawful lending or gambling, unsolicited messages, or to sell goods or services prohibited under Indian law or your Payment Partner’s policies.
• Upload information you have no right to share, or content that is unlawful, defamatory, obscene, harmful to children, infringing, or that threatens the unity, integrity, security or sovereignty of India or public order, as described in the Information Technology (Intermediary Guidelines and Digital Media Ethics Code) Rules, 2021.
• Impersonate any person, or misrepresent your identity or business.

We may investigate suspected violations and suspend or remove access or content as reasonably needed to protect the Services, other customers or third parties, or to comply with law or a government order.

5.1 Your data

You own your Customer Data. You grant us a non-exclusive, royalty-free licence to host, copy, process, transmit and display Customer Data only as needed to provide, secure, support and improve the Services and to comply with law. We will not sell Customer Data or use it for marketing to your End Customers.

5.2 Personal data

For End Customer personal data you upload, you are the data fiduciary and Subscriply processes it on your behalf as a data processor under the Digital Personal Data Protection Act, 2023. We will process it only on your documented instructions, apply reasonable security safeguards, use sub-processors bound by similar obligations, and notify you without undue delay of a personal data breach affecting it. Personal data about you and your Users is handled under our Privacy Policy, which forms part of these Terms.

5.3 Security

We use reasonable technical and organisational measures to protect Customer Data, in line with Section 43A of the Information Technology Act, 2000 and related rules. No system is perfectly secure, and we do not guarantee that Customer Data will never be accessed or lost.

5.4 Hosting location

Customer Data is hosted with cloud providers in India. We may use sub-processors in other countries for support or specific features, subject to Applicable Law.

5.5 Aggregated data

We may create aggregated, de-identified data from use of the Services (such as performance metrics or benchmark trends) that does not identify you, your Users or End Customers, and use it to operate and improve our products.

5.6 Confidentiality

Each party will keep the other’s non-public business, technical and financial information confidential, use it only for this agreement, and share it only with personnel and advisers who need it and are bound by similar duties. This does not cover information that is public through no fault of the recipient, already known to it, independently developed, or lawfully received from a third party. A party may disclose information when required by law or a court or government order, giving prior notice where lawful. These obligations last for 3 years after termination, and indefinitely for trade secrets.

5.7 Our intellectual property

Subscriply and its licensors own all rights in the Services, software, designs, documentation, and the Subscriply name and logo. These Terms do not transfer any ownership to you. You may not use our trademarks without our written consent.

5.8 Feedback and customer reference

If you give us suggestions or feedback, we may use them freely without obligation to you. We may list your business name and logo as a customer unless you ask us not to by emailing tech@subscriply.com.

6.1 Your warranties

You confirm that you have authority to accept these Terms, that you will use the Services in line with Applicable Law, and that you have all rights and consents needed to submit Customer Data to us.

6.2 Our limited warranty

For paid Plans, we will provide the Services with reasonable skill and care, and they will perform materially as described in our documentation. If they do not, tell us and we will use reasonable efforts to fix the issue. If we cannot within a reasonable time, you may end the affected subscription and receive a pro-rata refund of prepaid fees. This is your sole remedy for breach of this warranty.

6.3 Disclaimer

Except as stated in Section 6.2, and to the extent Applicable Law allows, the Services are provided “as is” and “as available”. We disclaim all other warranties, express or implied, including merchantability, fitness for a particular purpose and non-infringement. We do not promise that the Services will be uninterrupted or error-free, or that invoices, tax calculations, reports or AI-generated outputs will be accurate or complete. You are responsible for reviewing them before relying on them.

6.4 Exclusion of indirect losses

To the extent Applicable Law allows, neither party will be liable for any indirect, incidental, special, consequential or punitive damages, or for loss of profits, revenue, goodwill, business opportunity or data, however caused, even if advised of their possibility.

6.5 Liability cap

To the extent Applicable Law allows, Subscriply’s total liability arising out of or relating to these Terms or the Services will not exceed the lower of (a) the fees you paid to us in the 12 months before the event giving rise to the claim, and (b) ₹10,000.

The limits in Sections 6.4 and 6.5 do not apply to your payment obligations, your breach of Section 4.3, either party’s indemnity obligations, or liability for fraud or wilful misconduct.

6.6 Your indemnity

You will indemnify and hold harmless Subscriply, its partners, employees and agents against claims, losses, penalties and reasonable legal costs arising from: your breach of these Terms or Applicable Law; your Customer Data; your products, pricing or dealings with End Customers, including payment disputes, chargebacks and tax liabilities; or your Payment Partner arrangements.

6.7 Our indemnity

We will defend you against third-party claims that the Services, as provided by us, infringe that party’s intellectual property rights in India, and pay any damages finally awarded. This does not apply to claims caused by Customer Data, your modifications, or combination with things we did not provide. If such a claim arises, we may modify the Services, obtain a licence, or end the affected subscription with a pro-rata refund.

6.8 Indemnity process

The party seeking indemnity must notify the other promptly, allow it to control the defence and settlement, and give reasonable cooperation. No settlement that admits fault of the indemnified party may be made without its consent.

7.1 Term

These Terms apply from when you first accept them until your account is closed. Each paid subscription runs for its billing cycle and renews as described in Section 3.2.

7.2 Termination by you

You may cancel your subscription at any time from your account settings or by emailing tech@subscriply.com. Cancellation takes effect at the end of the current billing cycle, and no refund is due for the remaining period except as stated in Section 3.8.

7.3 Suspension by us

We may suspend all or part of your access immediately if: we reasonably suspect fraud, illegal activity or a security threat; you breach Section 4.3; a government authority or court requires it; or payment is overdue as described in Section 3.5. Where lawful and practical, we will tell you the reason and restore access once the issue is resolved. You may object to a suspension by emailing us within 30 days.

7.4 Termination by us

We may terminate your account: (a) if you materially breach these Terms and do not cure the breach within 15 days of notice; (b) immediately for serious breaches such as fraud or repeated misuse; (c) for free or trial accounts inactive for 120 consecutive days, with at least 15 days’ prior notice; or (d) for any reason on 30 days’ notice, in which case we will refund prepaid fees for the unused period.

7.5 Data export and deletion

For 30 days after termination (other than for fraud or illegal activity), you may export your Customer Data using the tools in the Services or by request. After that period we may delete Customer Data, except copies we must keep under Applicable Law (for example GST and accounting record-keeping rules) or that sit in routine backups until overwritten.

7.6 Effect of termination

On termination, your right to use the Services ends and any unpaid fees become due. Sections on fees owed, confidentiality, intellectual property, disclaimers, limitation of liability, indemnity, governing law and dispute resolution survive termination.

8.1 Governing law

These Terms are governed by the laws of India, without regard to conflict-of-law rules.

8.2 Dispute resolution

The parties will first try to resolve any dispute through good-faith discussion for 30 days after written notice. If unresolved, the dispute will be referred to final, binding arbitration under the Arbitration and Conciliation Act, 1996 by a sole arbitrator appointed by mutual agreement. The seat and venue of arbitration is Bengaluru, Karnataka, and proceedings will be in English. Subject to this, the courts at Bengaluru have exclusive jurisdiction, including for urgent interim relief.

8.3 Grievance officer

In line with the Information Technology Act, 2000 and the rules under it, complaints about the Services or content on them may be sent to our grievance team:

Email

tech@subscriply.com

Address

Subscriply Platforms LLP, C 003, Orchid Piccadilly, Thanisandra Main Road, Bangalore North, Bangalore, Karnataka 560064

We will acknowledge complaints within 24 hours and aim to resolve them within 15 days.

8.4 Third-party services

The Services may connect to third-party products such as Payment Partners, accounting tools or CRMs. Your use of them is governed by their own terms. We are not responsible for them, and we may disable an integration if its provider changes or ends it.

8.5 Force majeure

Neither party is liable for delay or failure caused by events beyond its reasonable control, such as natural disasters, epidemics, war, civil unrest, government action, or failure of internet, cloud or payment networks. This does not excuse payment of fees already due.

8.6 Changes to these Terms

We may update these Terms. We will post the new version with a revised effective date and, for changes that materially affect your rights, email you at least 30 days in advance. If you object to a material change, you may end your subscription before it takes effect and receive a pro-rata refund. Continued use after the effective date means you accept the updated Terms.

8.7 Notices

We will send notices to the email address on your account; they are treated as received when sent. Send notices to us at tech@subscriply.com, with legal notices also sent to our registered office.

8.8 General

• Entire agreement: These Terms, any Order Form, and the policies referred to in them form the entire agreement on this subject. If an Order Form conflicts with these Terms, the Order Form prevails for that order.
• Assignment: You may not assign these Terms without our written consent. We may assign them to an affiliate or in a merger, acquisition or sale of assets, with notice to you.
• Severability: If any provision is unenforceable, it will be limited to the minimum extent needed and the rest remains in effect.
• No waiver: A delay in enforcing a right is not a waiver of it.
• Relationship: The parties are independent contractors. Nothing here creates a partnership, agency or employment relationship.
• Language: These Terms are in English. Any translation is for convenience only.

8.9 Contact

Questions about these Terms: tech@subscriply.com, or write to Subscriply Platforms LLP at the registered office above.