Terms of Service

These Terms of Service (the “Terms”) are a binding agreement between GWU Software and Solutions, a sole proprietorship of Kornalies J trading as GWU Tech, GWU WMS (“GWU”, “we”), and the business that creates or uses a GWU WMS account (the “Customer”, “you”).

You accept these Terms by ticking the box at sign-up or by signing an order form or contract that refers to them. These Terms are an electronic contract under section 10A of the Information Technology Act, 2000. The person who accepts confirms that they have authority to bind the Customer. GWU records the version accepted, and when.

These documents form part of these Terms: the Mobile App EULA, the Refund Policy and the Sub-processor list. The Privacy Notice explains how GWU handles data about your users. A signed Enterprise contract or order form prevails over these Terms where the two conflict.

• Service: the GWU WMS warehouse management software provided online by GWU, including the web application, the client portal, the mobile app (the “App”), the APIs, documentation and all updates.
• Affiliate: an entity that controls, is controlled by or is under common control with you.
• Authorised Users: the employees and contractors of you and your Affiliates to whom you give a login. You are responsible for your Affiliates’ use of the Service.
• Portal Users: users at your own customers (“Your Clients”) whom you invite to the client portal.
• Customer Data: the data you, your Authorised Users or Portal Users put into the Service, such as items, stock, orders, documents and client records.
• Plan: your subscription tier (Free, Starter, Growth, Pro or Enterprise), with the features, limits and support published on the pricing page or set out in your contract.

For as long as your subscription is active and you comply with these Terms, GWU grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable right for your Authorised Users and Portal Users to access and use the Service for your internal business operations, including providing warehousing and logistics services to Your Clients, within the features and limits of your Plan.

The Service is licensed, not sold. You receive a right of use only. No copy of the software is transferred to you except the App, which is licensed under the Mobile App EULA.

Except as these Terms expressly allow, you must not, and must not let anyone else:

• copy, frame or mirror any part of the Service, its software, screens or documentation;
• modify, translate, adapt or create derivative works of the Service;
• reverse engineer, decompile or disassemble any software we provide to you (including the App), or try to derive its source code, except to the extent that section 52 of the Copyright Act, 1957 permits a lawful possessor of a computer programme to do so despite this restriction. Our published API documentation is information readily available for interoperability;
• sell, resell, rent, lease, sublicense, distribute, time-share or provide the Service to third parties as a service bureau or hosted offering, other than giving Portal Users access to the client portal;
• circumvent or interfere with plan limits, licence checks, authentication or usage metering, or share one named-user login between people, except through a shared-device mode the Service provides in which each operator is identified;
• access the Service by automated means other than the published APIs, or load it in a way that degrades it for other customers;
• use the Service, or GWU’s non-public information, to build or train a competing product while you have access to the Service;
• remove or alter any copyright, trademark, “Powered by GWU WMS” or other proprietary notice;
• use the Service for anything unlawful, or to store content you have no right to store.

Unauthorised access to or copying of the Service may also be an offence under the Information Technology Act, 2000 and the Copyright Act, 1957.

GWU and its licensors own all rights, title and interest, including all intellectual property rights, in the Service, its software (source and object code), design, documentation, document templates, and the names and logos GWU Tech and GWU WMS. Everything not expressly granted to you in these Terms is reserved.

Customisations, integrations and reports that GWU builds for you remain GWU’s property and are licensed to you as part of the Service, unless a signed contract says otherwise. The item masters, mappings, rules, document content and report definitions that you create are Customer Data and remain yours.

If you send suggestions or feedback, you grant GWU a worldwide, perpetual, irrevocable, royalty-free, sublicensable licence to use them without obligation to you. This licence is intended to satisfy sections 19 and 30A of the Copyright Act, 1957.

6.1 Ownership and use. You own your Customer Data. You grant GWU a worldwide, non-exclusive, royalty-free licence, for as long as your account is active and for the periods in 11.3, to host, copy, process and display it only to provide, secure and support the Service and as you instruct. GWU may use aggregated, de-identified usage statistics that do not identify you, Your Clients or any person to operate and improve the Service.

6.2 Roles. For personal data in Customer Data (for example names and contact details of your staff, drivers and consignees), you are the Data Fiduciary and GWU is your Data Processor under the Digital Personal Data Protection Act, 2023 (the “DPDP Act”). This section 6 is the contract required by section 8(2) of that Act. GWU will process that personal data only on your documented instructions, including your use of the Service’s features, and only for the purposes in 6.1. You are responsible for having a lawful ground for the processing, whether consent or a legitimate use, and for giving any notices required to the individuals concerned.

6.3 Security. GWU will maintain reasonable security safeguards appropriate to the Service, including role-based access controls, separation of each customer’s data at the database level, encryption of Customer Data in transit, daily backups stored encrypted by the storage provider and kept for 30 days, audit logs of significant actions, and logs that applicable law requires. GWU will promptly apply security fixes to the Service.

6.4 Incidents. GWU will tell you without undue delay, and in any case within 48 hours of becoming aware, of a personal data breach affecting your Customer Data, giving the information it then has, and will help you with your own notices to the Data Protection Board and affected individuals. GWU will report cyber incidents to CERT-In where the law requires it.

6.5 Sub-processors. You authorise GWU to use the sub-processors in the Sub-processor list. GWU will give you at least 30 days’ notice by email before adding or replacing one. If you object on reasonable data-protection grounds and we cannot resolve it, you may end your paid Plan and receive a pro-rata refund of prepaid fees. GWU is responsible for its sub-processors and will bind them to obligations no less protective than this section.

6.6 Location. The Service and its database are hosted in India. Backups and email delivery use the sub-processors listed, which may process data outside India. GWU will not transfer personal data in Customer Data outside India except to the listed sub-processors, and never to a country the Central Government has restricted under section 16 of the DPDP Act.

6.7 Assistance and review. GWU will reasonably help you respond to requests from individuals about Customer Data. Once a year, on 15 days’ notice, GWU will answer written security questions and share summary evidence of its hosting provider’s certifications. On-site audits are available only under a signed Enterprise contract, at your cost.

6.8 GWU’s own data. For account and usage data about your users (such as login details, device identifiers and support requests), GWU acts as Data Fiduciary and handles it under its Privacy Notice. Data-protection queries and grievances go to Kornalies J, Proprietor, at kornalies.jasupathem@gwutech.com.

You are responsible for everything done under your account, for keeping passwords confidential, for assigning roles and access correctly, and for disabling users who leave. Tell us promptly at kornalies.jasupathem@gwutech.com if you suspect unauthorised use.

You will make sure that Portal Users accept the Client Portal Terms (or terms no less protective of GWU than sections 4, 6, 7, 12 and 13) before they get access, and you are responsible for their acts and omissions.

You promise that the goods you store or handle, and your use of the Service, comply with applicable law, including licensing for hazardous, regulated or controlled goods. GWU does not inspect goods or verify Customer Data.

8.1 Fees. Paid Plans are billed in advance, monthly or annually, at the prices on the pricing page or in your contract, and a self-service plan change or renewal takes effect when GWU receives and approves the payment. One-time services such as implementation or special integrations are invoiced separately as quoted.

8.2 Payment. Invoices issued before payment, such as Enterprise and contract invoices, are payable within 15 days of the invoice date, or as stated in the order form and in any case within 45 days. Overdue amounts carry interest from the due date at the rate under section 16 of the Micro, Small and Medium Enterprises Development Act, 2006, or, if that Act does not apply, at 1.5% a month.

8.3 Taxes and TDS. All fees exclude GST, which GWU charges as applicable (GSTIN 33DNJPK1870H1ZZ). If the law requires you to deduct tax at source, you will deposit it on time, give GWU the deduction certificate promptly and pay the balance in full. If you do not give the certificate, you will pay the deducted amount to GWU on demand.

8.4 Disputed invoices. Tell GWU in writing within 15 days of an invoice if you dispute any part of it, with reasons. You must pay the undisputed part on time. You may not withhold or set off amounts against fees.

8.5 GST details. You must give your correct legal name, GSTIN and state at sign-up and keep them current. GWU is not responsible for input tax credit you lose because those details were wrong or late.

8.6 Renewal and non-payment. If a renewal is not paid, the account has a 15-day grace period. After it, an account within every Free Plan limit moves to the Free Plan. An account above any Free limit becomes lapsed: you can still sign in, dispatch stock, run reports, export your data and release open holds, counts and waves, but receiving and new records are paused. No data is deleted because of either move. A lapsed account ends when you renew, or when you bring it within the Free limits and move to the Free Plan. If an account is still lapsed 90 days after it lapsed, GWU may end these Terms for it under section 11, with the export described there.

8.7 Refunds. Fees are non-refundable except: (a) as set out in the Refund Policy; (b) as stated in sections 6.5, 11.4 and 17; or (c) where the law requires. Approved refunds are paid to the original payment method within 15 business days. GWU issues a credit note under section 34 of the CGST Act, 2017 where a tax invoice was issued, or a refund voucher under Rule 51 of the CGST Rules, 2017 where the amount was an advance for a supply not made, and adjusts GST accordingly.

8.8 Price changes. GWU may change Plan prices or features with at least 30 days’ notice. A change applies from your next renewal, not to a term you have already paid for.

The Free Plan and any trial are provided as they are, with the limits shown in the Service, and may be changed or withdrawn with 30 days’ notice. GWU may close a Free account that no one has signed in to for 12 months, after 30 days’ notice by email; section 11.3 then applies.

GWU may suspend access, in whole or in part, if fees are overdue beyond the grace period, if you breach section 4 or 18.7, or if continued access would put the Service, other customers or the law at risk. Where practical we will give notice first and restore access promptly once the cause is fixed.

11.1 Term. These Terms apply from when you accept them until your account is closed. If you stop paying, your account moves to the Free Plan or becomes lapsed under 8.6 rather than closing. GWU may close an account that has been lapsed for 90 days, after telling you at least 30 days before; the export in 11.3 then applies. You may ask GWU to close your account at any time; a paid term already started runs until its end date.

11.2 Breach. Either party may end these Terms for a material breach not fixed within 15 days of written notice. When the account closes, the licence in section 3 ends and your users must stop using the Service and uninstall the App.

11.3 Data after the account closes. For 60 days after your account closes (Free Plan: 30 days), GWU will, once and at no charge, provide an export of your Customer Data in CSV on request. After that GWU will delete Customer Data from production within 30 days, and it leaves the backups within 30 days after that, as they expire. GWU will confirm deletion in writing if you ask, and may keep data it must keep by law. Export any records you must keep by law, such as GST records, before your account closes.

11.4 Refund on early end. If GWU ends your paid Plan for convenience, or you end it for GWU’s uncured material breach, GWU refunds prepaid fees for the period after the end date.

11.5 Survival. Sections 5, 6 (for as long as GWU holds Customer Data), 8 (for fees accrued), 11.3, 13, 14, 15, 16 and 18 survive. After your account closes, section 4 continues only to protect GWU’s intellectual property and confidential information. Nothing in these Terms stops you from using or building another warehouse management system after your account closes.

12.1 Care. GWU will provide the Service with reasonable skill and care, and will announce scheduled maintenance at least 48 hours ahead where practical, normally between 11 pm and 5 am IST.

12.2 Availability target. GWU aims for 99.5% monthly availability of the web application and API on paid Plans, excluding announced maintenance, emergency security work, and the matters in 12.3. This is a target, not a guarantee, and no service credits apply unless a signed Enterprise contract provides them.

12.3 Third-party services. The Service connects to services run by others, such as the GST e-invoice and e-way bill systems, courier and marketplace platforms, payment gateways, SMS and email carriers, and cloud hosting. GWU is not responsible for their availability, changes or errors, or for your devices, scanners or networks. The Service does not itself register invoices with the GST Invoice Registration Portal: where e-invoicing applies to you, you register them through your GST Suvidha Provider or the portal and may record the IRN in the Service.

12.4 Support. Support is provided through the channels and within the response times shown for your Plan in the Service (Plan & Usage). These are targets, not guarantees.

12.5 Backup and recovery. GWU takes daily backups and, after a major failure, aims to restore the Service within 24 hours with no more than 24 hours of data lost. These are targets.

12.6 Disclaimer. Apart from this section, and to the extent the law allows, the Service is provided “as is” and “as available”. GWU does not warrant that it will be uninterrupted or error-free, or that it meets every statutory requirement of your business. You remain responsible for your tax filings, e-way bills and statutory records, and for checking the documents the Service produces before relying on them.

13.1 Neither party is liable to the other for indirect or consequential loss, or for loss of profit, revenue, goodwill or anticipated savings, whether in contract, tort (including negligence) or otherwise.

13.2 GWU’s total aggregate liability for all claims arising out of or in connection with these Terms is limited to the fees you paid GWU for the Service in the 12 months before the event first giving rise to liability. On the Free Plan or a trial, GWU’s total aggregate liability is ₹1,000.

13.3 If Customer Data is lost or corrupted through GWU’s fault, GWU’s responsibility is to use commercially reasonable efforts to restore it from its most recent backup.

13.4 GWU is not liable for the matters in 12.3.

13.5 GWU’s proprietor, employees, contractors, hosting providers and licensors may rely on this section 13.

13.6 Nothing in these Terms limits liability for fraud, wilful misconduct, or anything the law does not allow to be limited. The limits in this section do not apply to your obligation to pay fees, to your breach of section 4 or 5, or to your indemnity under section 14.

You will indemnify GWU against claims by third parties, including Your Clients and Portal Users, arising from your Customer Data, from the goods you store or handle, from your use of the Service in breach of these Terms or the law, or from services you provide to Your Clients using the Service.

Each party will keep the other’s non-public business information confidential and use it only for the purposes of these Terms. For GWU this includes your Customer Data; for you this includes the non-public parts of the Service, contract pricing, and any credentials or API keys issued to you.

This does not apply to information that is or becomes public through no fault of the recipient, was already known to it, is independently developed, or is lawfully received from a third party. Either party may disclose information when compelled by law or a court, after prompt notice to the other where the law allows. These duties last for the term and 3 years after it, and for trade secrets and personal data for as long as they remain such.

16.1 These Terms are governed by the laws of India.

16.2 The parties will first try to resolve a dispute by discussion for 30 days from written notice. This does not delay urgent interim relief or a claim for unpaid fees.

16.3 A dispute not resolved that way will be finally resolved by arbitration under the Arbitration and Conciliation Act, 1996, by a sole arbitrator appointed by agreement within 15 days of a request, failing which by the Madras High Court on application under section 11. The seat and venue are Chennai, the language is English, and the tribunal will aim to give its award within the time in section 29A.

16.4 Subject to 16.3, the courts at Chennai have exclusive jurisdiction, including for interim relief under sections 9 and 17 of that Act, enforcement of an award, and urgent relief against a breach of section 4 or 5.

16.5 Nothing in this section prevents either party from using a statutory route that cannot be excluded by agreement, including a reference under section 18 of the Micro, Small and Medium Enterprises Development Act, 2006 for unpaid dues.

GWU may update these Terms for the future. GWU will notify you by email or in the Service at least 30 days before a material change takes effect, and the effective date at the top of this page will change. If a change materially reduces your rights or increases your obligations, you may end your paid Plan before it takes effect and receive a pro-rata refund of prepaid fees; otherwise continuing to use the Service after that date means you accept the update. Changes do not apply to a paid term already started unless the law requires. A signed Enterprise contract changes only by a signed written amendment.

18.1 Assignment. You may not assign these Terms without GWU’s written consent. GWU may assign or transfer these Terms and all related rights and obligations, on notice to you, to a company, LLP or other entity formed by or succeeding to the business (including a purchaser of it, or the proprietor’s legal heirs or nominee), and you consent to that transfer. If the transfer is to a purchaser, you may end your paid Plan within 30 days of the notice and receive a pro-rata refund of prepaid fees.

18.2 Force majeure. Neither party is liable for delay caused by events beyond its reasonable control. This does not excuse payment obligations.

18.3 Publicity. GWU may name you as a customer, with your consent, which you may withdraw at any time.

18.4 Electronic records. Records and logs kept by the Service may be used as evidence. On request and at your cost, GWU will provide a certificate under section 63 of the Bharatiya Sakshya Adhiniyam, 2023.

18.5 Whole agreement. These Terms, with the documents in section 1 and any order form or signed contract, are the whole agreement about the Service. Marketing statements and website feature lists are not promises beyond these Terms. If a provision is found unenforceable, the rest remains in effect.

18.6 Notices. Notices to GWU must be sent by email to kornalies.jasupathem@gwutech.com and by courier to GWU Software and Solutions, Madipakkam, Chennai, Tamil Nadu 600091, India. Notices to you go to your account administrator’s email and in the Service. An email notice is treated as received one business day after sending unless the sender receives a bounce. Notice of breach, termination or an indemnity claim must be in writing and sent by email and courier.

18.7 Sanctions and anti-corruption. You will not use the Service in breach of export control or sanctions laws that apply to you or to GWU’s hosting and payment providers, or if you or your owners are on a sanctions list or in an embargoed region. Each party will comply with applicable anti-corruption laws, including the Prevention of Corruption Act, 1988.