Tantra Customer Agreement

This Axioneuarx Private Limited Customer Agreement (the “Agreement”) is entered into by and between Axioneuarx Private Limited, having its registered office at 40, Deshmukh Colony, Sadar Bazar, Satara, Maharashtra 415001 (hereinafter referred to as “Axioneuarx Private Limited,” “we,” “us,” or “our”), and you or the entity you represent (hereinafter referred to as the “Customer,” “you,” or “your”). By accessing, registering for, or using the Axioneuarx Private Limited services, including the cloud-based Tantra Business Management ERP Software (the “Software”) and related services (collectively, the “Services”), or by clicking “Accept,” “Sign Up,” or similar, or by executing a consent letter referencing this Agreement, or by any continued use thereof, you irrevocably agree to be bound by this Agreement, our Privacy Notice, Data Processing Addendum, Service Level Commitments, Data Storage & Residency Policy, Tax Information for India, and any other policies referenced herein (collectively, the “Policies”). This constitutes a valid electronic contract. Even without a signed consent letter, your use, payment, or access constitutes full acceptance and waiver of any objection to terms, including refunds or performance. If you are entering into this Agreement on behalf of a company or other legal entity (including institutions using Services for operational efficiency), you represent and warrant that you have the authority to bind such entity to this Agreement for commercial purposes, and such entity agrees to be bound by this Agreement. The Services are provided solely for commercial or business use to enhance efficiency and operations, and not for personal or consumer purposes. If you do not have such authority, or if you do not agree with these terms, you must not accept this Agreement and may not use the Services. We reserve the right to modify this Agreement at any time, with changes effective upon posting on our website or notification via email. Your continued use of the Services after such changes constitutes your acceptance and agreement to be bound by the modified terms.

In this Agreement, unless the context otherwise requires, the following terms shall have the meanings set out below:

• “Acceptance Period” means the 30-day period following subscription commencement or enhancement delivery during which the Customer may test the Services and report material non-conformities.

• “Customer Data” means any data, information, or materials uploaded, submitted, or transmitted by the Customer or End Users to the Services.

• “End Users” means the Customer’s employees, agents, or contractors authorized to access and use the Services under the Customer’s account.

• “Effective Date” means the date of first access, payment, or acceptance of the Services.

• “Modules” means the integrated functional components of the Software as listed in Clause 2.1.

• “Policies” means collectively the Privacy Notice, Data Processing Addendum, Service Level Commitments, Data Storage & Residency Policy, Tax Information for India, and any other policies referenced herein.

• “Services” means the Software and related services provided by Axioneuarx Private Limited under this Agreement.

• “Software” means the cloud-based Tantra Business Management ERP Software.

• “Term” means the initial subscription period and any renewal periods as set out in Clause 6.1.

• “Termination Date” means the effective date of termination as per Clause 6.2 or 6.3.

2.1 Overview

Axioneuarx Private Limited provides a cloud-based Business Management ERP Software designed to assist in organizing and displaying business data as inputted by the Customer. The Software is delivered as a Software-as-a-Service (SaaS) platform, accessible via Web Browser or Mobile Applications or Progressive Web App (PWA), and includes the following integrated modules (the “Modules”):

Category	Modules	Description
Customer Relationship & Sales Management	Leads, Contacts, Deals, Quotations, Invoices, Credit Notes, Payments	Tools for inputting and displaying leads and contacts; tracking deals; generating quotations, invoices, credit notes, and payments based on Customer-provided data.
Inventory & Production Management	Inventory, Inventory reports, Batch, Serial number, Bill of Materials (BOM), Production	Features for inputting and displaying inventory data, reports; batch and serial number tracking; Bill of Materials (BOM) setup; and production records as per Customer specifications.
Vendor & Support Management	Vendors, Tickets	Vendor data entry and display; ticketing for logging and assigning issues based on Customer workflows.
Reporting & Analytics	Reports	Dashboards and reports generated from Customer-inputted data, with export options in PDF, Excel, and CSV formats.
Finance & Accounting Management	Finance, Expenses, Income, Journal Entries, Ledger, Financial Reports, GST, TDS, TCS, Banking, Cost Center, Consolidation, Budget	Tools for inputting and displaying financial data including expenses, income, journal entries, ledgers, reports; GST/TDS/TCS calculations based on Customer data; banking reconciliations; cost center allocations; consolidations; and budgets as configured by the Customer.
Human Resources & Payroll	Payroll	Input and display of employee data, attendance, salary processing, deductions, and pay slips per Customer configurations.
Administration & Configuration	Tenants, Users, Company Settings, Settings	Multi-tenant setup; user access controls; company profiles and settings customized by the Customer.
Data Migration & Integrations	Legacy Migration	Tools for Customer-initiated data import from legacy accounting systems, with validation based on Customer provided mappings.




The Services act solely as a platform for the Customer to input, store, process, and display data in the manner directed by the Customer. We do not provide financial, accounting, tax, legal, or advisory services, and any outputs are generated solely from Customer-provided inputs without independent verification, audit, or endorsement by us. All use is deemed for commercial purposes, excluding applicability and subsequent precedents under the said Act (commercial software/ERP usage for business automation and operational efficiency not qualifying as “consumer services”).

2.2 Additional Services

In addition to Software access, we provide:

• Hosting and Infrastructure: Cloud hosting with uptime commitments as per the Service Level Commitments policy.

• Reasonable technical assistance for platform functionality; no support for Customer data accuracy, compliance, or interpretation of outputs.

• Periodic updates using reasonable efforts to maintain basic functionality, at no extra cost.

2.3 Trial and Free Versions

Trials or free versions are provided “as is” with limited access and no support for data migration or financial modules. Prior to full subscription, you must complete a mandatory guided demo or proof-of-concept session to ensure Services align with your expectations. Continued use post-demo constitutes acceptance of functionality as demonstrated.

2.4 Enhancements and Customizations

Any requested enhancements, modifications, or custom features will be implemented at additional cost as quoted using reasonable efforts. You must provide written acknowledgment or feedback on such changes within 15 days of delivery. Failure to do so deems the enhancements accepted “as is,” waives any future claims of inadequacy, and obligates full payment. Continued use post-delivery further constitutes irrevocable acceptance. We will use reasonable efforts to remedy any material defects reported in writing during the 15-day period.

3.1 Account Creation

You must provide accurate information for account setup, including tax details. You are solely responsible for maintaining the confidentiality of credentials and all activities under your account, including any unauthorized access or use by End Users (defined as your employees, agents, or contractors).

3.2 User Management

You control access for End Users. You are fully responsible for their compliance with this Agreement and any violations arising from their use, and you agree to suspend or terminate non-compliant End Users.

3.3 Eligibility

You represent and warrant that you are authorized to use the Services, that your use will comply with all applicable laws, and that you will provide accurate information at all times. Any failure to report issues in writing within specified periods (per Clause 6.4) waives claims thereunder.

4.1 License

Subject to this Agreement and payment, we grant you a limited, non-exclusive, nonsublicensable, non-transferable, revocable right during the Term to access and use the Services solely for your internal business purposes. This right is limited to inputting your data and viewing outputs as configured by you. You obtain no other rights to the Services or our content.

4.2 Restrictions

You shall not:

1. modify, reverse engineer, or create derivatives of the Services;

2. use for unlawful purposes or to violate any laws;

3. exceed usage limits; or

4. hold us out as endorsing your data or outputs. You consent to our limited use of your data solely to host and display it as instructed.

4.3 Feedback

Any feedback you provide is non-confidential, and we may use it without compensation.

5.1 Fees

Fees are specified in your order form. All fees exclude applicable taxes, which you shall pay.

5.2 Payment Terms

Payments shall be due next 15 days via designated methods. Late payments shall accrue interest at 1.5% per week. We may suspend access without notice for nonpayment and compliance.

5.3 Taxes and Compliance

Each party is responsible for its own taxes. All fees are exclusive of indirect taxes (under the Central Goods and Services Tax Act, 2017). You shall provide accurate tax information for invoicing; we shall not be liable for errors arising from your inaccurate data. You shall pay fees in full (gross) without withholding taxes. If you withhold taxes, you shall deposit them and provide a withholding tax certificate for our reimbursement of the equivalent amount. If a tax invoice is incorrect due to your information, you shall notify us promptly and bear any resulting liabilities.

5.4 Refunds

No refunds, credits, or adjustments (partial or otherwise) shall be provided for any fees paid or advanced, including after prolonged use, except

1. as expressly required by law or

2. for our uncured material breach after 15 days’ written notice and reasonable opportunity to cure

All payments cover incurred costs, including non-refundable third-party services, setup, and enhancements. Post-acceptance (per Clause 6.4) or after 30 days of use/payment, all fees are non-refundable in full—no deductions permitted. Continued use beyond 90 days constitutes waiver of refund rights under principles of acquiescence and estoppel. Demands for partial refunds after such use are void and may trigger suspension or termination for abuse.

6.1 Term

This Agreement commences on the Effective Date (date of first access, payment, or acceptance) and continues for the initial subscription period specified in your order form. Unless terminated with 30 days’ written notice prior to the end of the then-current term, the subscription shall auto-renew for successive periods equal to the initial term at then-current rates. We shall send renewal reminders via email to your registered account at least 45 days and 15 days before renewal. Failure to provide timely termination notice waives any objection to auto-renewal or charges for the renewed term.

6.2 Termination

Either party may terminate for material breach with 15 days’ written notice and opportunity to cure. We may also terminate or suspend immediately for non-payment or legal requirements. You may terminate with notice, subject to no-refund provisions.

6.3 Effects

Upon termination (the “Termination Date”):

1. access ends immediately;

2. you shall return or destroy all our content in your possession;

3. you remain liable for all fees through the Termination Date.

For 30 days post-Termination Date (if not terminated for cause by us and all amounts due are paid), we shall not remove your Customer Data from our systems and shall allow retrieval via standard export tools (at your cost if post-Term). We may delete data thereafter as per our Data Storage & Residency Policy.

6.4 Acceptance

Testing and Issue Reporting. Upon subscription commencement or enhancement delivery, you shall have 30 days (the “Acceptance Period”) to test the Services against the provided documentation, demo, and Policies. You must notify us in writing or communicate with us through agreed channels (like WhatsApp, Skype, Signal, Telegram, Email, Registered Letter received Post Office, or any other know legal channels) of any material non-conformities or issues within this period, providing specific evidence. We shall use reasonable efforts to remedy reported issues promptly. Failure to report timely, or continued use without objection, irrevocably accepts the Services “as is” and waives all future claims for non-performance, refunds, or modifications. For ongoing issues post-Acceptance Period, you must report in writing within 15 days of awareness; unreported issues are deemed waived. Your continued use for 90+ days further constitutes full acquiescence and estoppel against such claims.

6.5 Post-Termination Data Retrieval and Deletion

During the 30-day post-Termination period described in Clause 6.3, you may export your Customer Data in standard formats using self-service tools at no additional charge for standard exports. We shall use reasonable efforts to provide assistance for complex exports at our then-current rates. After the 30-day period, we may delete or anonymize Customer Data in accordance with our Data Storage & Residency Policy and applicable law. We shall have no liability for any loss of access to Customer Data after the export window if you fail to retrieve it timely.

7.1 Ownership

We retain all rights, title, and interest in the Services and Modules. You retain ownership of your “Customer Data” (data you input), but grant us a worldwide, royalty-free license to host, process, and display it solely to provide the Services.

7.2 Your Representations

You represent and warrant that:

1. you or your licensors own all right, title, and interest in Customer Data;

2. none of your Customer Data or End Users’ use of Customer Data or the Services will violate applicable laws, our Policies, or third-party rights; and

3. you will independently verify all outputs for accuracy and compliance before reliance.

7.3 Customizations

Any custom features requested by you remain our property unless separately agreed in writing. You grant us perpetual rights to use such customizations for product improvements.

8.1 Obligations

Each party shall protect the other’s confidential information with reasonable care (at least industry standard), used only for Agreement purposes. This obligation survives 5 years post-termination (perpetual for trade secrets).

8.2 Exceptions

Excludes information required by law (with prior notice if possible) or independently developed.

9.1 Compliance

We shall process data per Policies and applicable laws. As a processor, we shall follow your instructions; you, as controller, shall ensure lawful processing, consents, and accuracy.

9.2 Your Representations

You shall be solely responsible for:

1. the accuracy, completeness, quality, integrity, and legality of Customer Data and its use;

2. securing your account and data;

3. complying with financial regulations;

4. handling data subject requests; and

5. any non-compliance by End Users.

We do not verify, audit, or endorse your data or outputs.

9.3 Security and Access

We shall implement reasonable security measures but disclaim liability for breaches due to your actions. We access data only to provide Services or as required by law (with notice if possible).

9.4 Financial Data Specifics

Outputs involving finance are generated from your inputs without validation. You must independently verify all calculations, compliance, and suitability for your purposes and consult professionals as needed.

9.5 Audits

You grant us reasonable access to audit your use for compliance, upon 30 days’ notice. We comply with Consumer Protection Act, 2019 disclosures but disclaim liability for service “deficiencies” arising from your inputs or configurations.

10.1 Limited Warranties

We warrant that:

1. we shall not knowingly introduce malware;

2. Services shall materially conform to documentation using reasonable efforts; and

3. we shall use reasonable efforts to remedy reported material defects.

THESE ARE YOUR SOLE REMEDIES, AND TO THE EXTENT PERMITTED BY LAW, ALL OTHER WARRANTIES ARE DISCLAIMED.

10.2 Your Warranties

You warrant:

1. lawful use;

2. Customer Data accuracy, ownership, and compliance;

3. no violations from your or End Users' use.

10.3 Disclaimers

EXCEPT AS EXPRESSLY PROVIDED HEREIN, AND TO THE EXTENT PROHIBITED BY LAW OR TO THE EXTENT ANY STATUTORY RIGHTS APPLY THAT CANNOT BE EXCLUDED, LIMITED OR WAIVED (under the Information Technology Act, 2000, Digital Personal Data Protection Act, 2023, Consumer Protection Act, 2019, Indian Contract Act, 1872, and other applicable laws), THE SERVICES, MODULES, AND OUTPUTS ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITH NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR QUIET ENJOYMENT. WE AND OUR AFFILIATES AND LICENSORS MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, AND DISCLAIM ALL WARRANTIES, INCLUDING ANY IMPLIED OR EXPRESS WARRANTIES (I) ARISING OUT OF ANY COURSE OF DEALING OR USAGE OF TRADE, (II) THAT THE SERVICES OR THIRD-PARTY CONTENT WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE OF HARMFUL COMPONENTS, AND (III) THAT ANY CONTENT WILL BE SECURE OR NOT OTHERWISE LOST OR ALTERED. YOU BEAR ALL RISKS ASSOCIATED WITH YOUR DATA, USE, AND RELIANCE ON OUTPUTS, INCLUDING FINANCIAL INACCURACIES. The Services are not for consumer use, and you waive any such claims to the extent permitted by law. Refunds or adjustments are not implied and depend solely on this Agreement; prolonged use precludes them except as provided in Clause 5.4.

14.1 Law

Governed by laws of India, without conflicts principles. Exclusive jurisdiction: Courts in Satara, Maharashtra. No party may seek relief in any other forum.

14.2 Disputes

Amicable negotiation (30 days) first, escalating to a designated escalation officer with evidence submission required for claims (e.g., refund demands). Unresolved disputes shall be resolved by binding arbitration, conducted in English/Marathi with seat in Satara. No class actions; prevailing party recovers reasonable costs and attorneys’ fees.

14.3 Grievance Officer

Contact per our Grievance Officer policy.

15.1 Entire Agreement

This and Policies form the full agreement; supersedes priors. Amendments in writing/signed by both parties. Sections 4.2, 5 to 12, 14 & 15 survive termination.

15.2 Severability

Invalid provisions severed; remainder enforceable.

15.3. Assignment

No assignment without written consent (except to affiliates/successors).

15.4. Notices

Via email to the addresses you provide, and to us at info@axioneuarx.com / axioneuarx@gmail.com, or by registered post to the registered office.

15.5 Waiver

No waiver unless written.

15.6 Export Controls

Services subject to Indian export laws.

15.7 Independent Contractors

No partnership or agency.

15.8 Third-Party Beneficiaries

None, except our licensors.

15.9 Electronic Signatures

This Agreement may/can be executed electronically and shall have the same validity. A consent letter executed by you referencing this Agreement shall incorporate it by reference.

15.10 Waiver by Conduct

Any unsigned consent letter or unacknowledged use does not invalidate this Agreement; your payment, access, or continued use binds you fully, waiving defenses of non-signature or lack of notice.