Last updated: 1 March 2026
Effective date: 1 March 2026

These Terms of Service (as updated from time to time, “Terms”) constitute a legally binding agreement between the Merchant (including the Merchant’s authorized employees and agents) and the Company, governing the Merchant’s access to and use of the Company’s products and services (collectively, the “Services”).

References to “Company” mean ESOFT Technologies (Pvt) Ltd, a company duly incorporated under the Laws of the Democratic Socialist Republic of Sri Lanka (Companies Act No. 7 of 2007), having its principal place of business at No: 205, Ground Floor, Unity Plaza, Bambalapitiya, Colombo 04, Sri Lanka.

By (a) creating an Account, (b) accessing or using the Services, (c) continuing to use the Services after these Terms are posted or updated, or (d) purchasing, paying for, or otherwise ordering any Subscription or Services (including prior to first use), Merchant agrees to these Terms.

Important: If Merchant uses the Services on behalf of a business or other entity, Merchant represents and warrants that Merchant has authority to bind that entity, and “Merchant” refers to that entity.

1. Definitions

In these Terms:

• “Account” means the Merchant account created to access the Services.

• “Confidential Information” has the meaning in Section 11.

• “Content” means materials, text, images, data, and other information.

• “Data Protection Laws” means applicable privacy and data protection laws and regulations in Sri Lanka and any other jurisdiction that apply to the processing of Personal Data under these Terms.

• “Merchant Data” means all data and content input, uploaded, collected, generated, or processed by or on behalf of Merchant through the Services, including transaction records, customer details, inventory, pricing, invoices, and reports.

• “Personal Data” means information relating to an identified or identifiable individual.

• “Subscription” means the plan, term, and fee arrangement purchased or otherwise used for the Services.

2. Acceptance of Terms; Updates

2.1 Acceptance

By using the Services, Merchant agrees to be bound by these Terms and any policies or additional terms incorporated by reference.

2.2 Updates to Terms

The Company may update these Terms from time to time. The Company will post the updated Terms on the Company’s website and/or notify Merchant through the Services or by email. Continued use of the Services after the updated Terms take effect constitutes acceptance.

2.3 Additional Terms

Some features or services may be governed by Additional Terms (e.g., Support & SLA Policy, Data Processing Addendum, Hardware Terms). If Additional Terms apply, those Additional Terms form part of this agreement. If there is a conflict, the order of precedence in Section 18.2 applies.

3. Account Registration; Security

3.1 Eligibility and Information

Merchant must provide accurate and complete information and keep it up to date. Merchant is responsible for all activity under the Account.

3.2 Credentials

Merchant must safeguard usernames, passwords, API keys, access tokens, and devices used to access the Services. Merchant must notify the Company promptly if Merchant suspects unauthorized access.

3.3 Authorized Users

Merchant is responsible for acts and omissions of Merchant’s employees, contractors, and other users allowed to access the Services (“Authorized Users”), and for ensuring their compliance with these Terms.

4. Use of Services; Acceptable Use

4.1 Permitted Use

Subject to these Terms and payment of applicable fees, the Company grants Merchant a limited, non-exclusive, non-transferable, revocable license to access and use the Services for Merchant’s internal business operations.

4.2 Prohibited Conduct

Merchant will not, and will not permit others to:

1. use the Services for unlawful, fraudulent, or deceptive purposes;

2. interfere with, disrupt, or attempt to gain unauthorized access to the Services or the Company’s systems;

3. reverse engineer, decompile, disassemble, or attempt to derive source code, except to the extent permitted by law;

4. copy, modify, create derivative works of, or resell the Services except as expressly permitted;

5. remove or alter proprietary notices;

6. upload malware or exploit vulnerabilities;

7. use the Services in a way that threatens the security, integrity, or availability of the Services.

4.3 Compliance Checks

The Company may request information to verify compliance with these Terms and applicable law. Merchant agrees to provide reasonably requested information in a timely manner.

5. Merchant Responsibilities

5.1 Business Operations

Merchant is solely responsible for:

• Merchant’s products and services;

• pricing, inventory, tax configuration, invoice/receipt content, and reporting settings;

• compliance with consumer protection, tax, labour, and other laws applicable to Merchant’s business;

• handling customer disputes, refunds, returns, and complaints.

5.2 Accuracy of Merchant Data

Merchant is responsible for the accuracy, quality, and legality of Merchant Data and for ensuring Merchant has rights and permissions to collect, use, and share Merchant Data (including Personal Data).

5.3 Connectivity and Devices

The Services may require stable internet connectivity and compatible devices. Merchant is responsible for maintaining hardware, network connectivity, and any third-party services used by Merchant.

6. Fees; Billing; Taxes; Non-Payment

6.1 Fees and Subscription Terms

Fees, plan features, and billing cycles are as stated on the pricing page or, where applicable, in a mutually agreed order form, written quotation, implementation proposal, or statement of work (each an “Order Form”). If Plan Terms are set out in an Order Form, the Order Form will control for those commercial terms. The Company may change Plan Terms for future periods in accordance with Section 2.2.

6.2 Taxes

Fees displayed on the pricing page or otherwise advertised by the Company are exclusive of applicable taxes, duties, and levies unless expressly stated otherwise. The Company may charge and collect applicable taxes on invoices (including VAT, NBT, SSCL, or similar taxes where applicable), and Merchant is responsible for payment of all such taxes associated with use of the Services, except taxes on the Company’s income.

6.3 Non-Refundable Payments

Unless required by applicable law or expressly stated otherwise in writing by the Company, payments are non-refundable.

6.4 Late Payment; Suspension

If payments are overdue, the Company may suspend access to the Services until all outstanding amounts are paid. Continued non-payment may result in termination under Section 14.

6.5 Minimum Commitments

The Company’s standard Subscriptions do not include a minimum commitment term unless expressly stated.

If an applicable Order Form for the Services expressly includes a minimum commitment term (e.g., 12 months), Merchant agrees to pay the fees for the full commitment term. Early cancellation does not relieve Merchant’s obligation to pay amounts due for the commitment term unless the Company agrees otherwise in writing.

7. Support; Service Levels

7.1 Support

The Company will provide support in accordance with the Support policy or plan level applicable to the Subscription.

7.2 Targets, Not Guarantees

Any stated response times or service level targets are goals and not a guarantee.

7.3 Maintenance

The Company may perform scheduled or emergency maintenance that may temporarily affect availability. Where reasonably practicable, the Company will provide notice.

8. Intellectual Property

8.1 Ownership

The Company and the Company’s licensors own all rights, title, and interest in the Services, including software, documentation, and all related intellectual property. These Terms do not transfer ownership.

8.2 Feedback

If Merchant provides suggestions or feedback, Merchant grants the Company a perpetual, irrevocable, worldwide, royalty-free right to use and incorporate the feedback without restriction.

9. Third-Party Services and Integrations

The Services may interoperate with third-party products or services (e.g., payment providers, SMS gateways, accounting tools). The Company is not responsible for third-party services and does not warrant their availability or performance. Use of third-party services is governed by third-party terms.

10. Data Protection and Privacy

10.1 Roles

For Personal Data contained in Merchant Data, Merchant is typically the controller (or equivalent role) and the Company acts as a processor (or service provider) to provide the Services.

10.2 Processing

The Company processes Merchant Data to provide, maintain, secure, and improve the Services, provide support, and comply with legal obligations.

10.3 Data Processing Addendum

If the Company offers a Data Processing Addendum (“DPA”), the DPA is incorporated by reference and applies to processing of Personal Data. In the event of a conflict, the DPA governs data protection matters.

10.4 Security

The Company implements reasonable technical and organizational measures designed to protect Merchant Data. No method of transmission or storage is 100% secure.

10.5 Merchant Obligations

Merchant is responsible for providing legally required notices to, and obtaining legally required consents from, individuals whose Personal Data is collected and processed through the Services.

11. Confidentiality

11.1 Confidential Information

“Confidential Information” means non-public information disclosed by one party (“Disclosing Party”) to the other (“Receiving Party”) that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

11.2 Exclusions

Confidential Information does not include information that the Receiving Party can demonstrate: (a) is or becomes public through no breach; (b) was lawfully known by the Receiving Party before disclosure; (c) is received from a third party without breach; or (d) is independently developed without use of the Disclosing Party’s Confidential Information.

11.3 Obligations

The Receiving Party will: (a) use Confidential Information only as necessary to perform under these Terms; (b) not disclose Confidential Information except to employees/contractors who need to know and are bound by confidentiality obligations; and (c) protect Confidential Information using reasonable care.

11.4 Compelled Disclosure

If legally compelled to disclose Confidential Information, the Receiving Party will provide prompt notice (where legally permitted) and reasonably cooperate with efforts to limit disclosure.

11.5 Return/Deletion

Upon termination or at the Disclosing Party’s written request, the Receiving Party will return or delete the Disclosing Party’s Confidential Information in its possession or control, except to the extent retention is required by law or retained in routine backups.

12. Merchant Data; Data Exports

12.1 Merchant Data Ownership

As between the parties, Merchant owns Merchant Data. The Company does not claim ownership of Merchant Data.

12.2 License to the Company

Merchant grants the Company a non-exclusive license to host, copy, transmit, process, and display Merchant Data solely to provide and improve the Services and as otherwise permitted by these Terms.

12.3 Exports

Merchant may export Merchant Data through available tools subject to the Subscription. Merchant is responsible for maintaining backups.

12.4 Data Retention After Termination

After termination, the Company may delete Merchant Data in accordance with the Company’s retention practices and any applicable DPA. The Company may provide a limited period for export where practicable.

13. Indemnity

Merchant will defend, indemnify, and hold harmless the Company and the Company’s directors, officers, employees, and agents from and against any claims, damages, liabilities, losses, and expenses (including reasonable legal fees) arising out of or related to: (a) Merchant’s use of the Services; (b) Merchant Data; (c) Merchant’s products/services, refunds, or customer disputes; or (d) Merchant’s breach of these Terms or applicable law.

14. Suspension; Term; Termination

14.1 Suspension

The Company may suspend access to the Services immediately if: (a) required by law; (b) Merchant breaches these Terms; (c) Merchant’s use poses a security risk; or (d) Merchant is overdue on payments.

14.2 Term

These Terms begin when Merchant first accesses the Services and continue until terminated.

14.3 Termination by Merchant

Merchant may terminate by following account cancellation steps or by written notice to the Company, subject to any minimum commitment term and payment obligations.

14.4 Termination by the Company

The Company may terminate these Terms by notice if: (a) Merchant materially breaches and fails to cure within a reasonable period after notice; (b) Merchant repeatedly breaches; (c) Merchant does not pay fees; or (d) the Company discontinues the Services.

14.5 Effect of Termination

Upon termination: (a) Merchant’s license to use the Services ends; (b) Merchant must stop using the Services; (c) Merchant remains responsible for fees and charges incurred up to termination; and (d) Sections listed in Section 22 survive.

14.6 Deactivation; Data Deletion

Following termination (or after a period of suspension), the Company may deactivate Merchant’s instance and disable access to the Services. Unless an applicable Order Form, DPA, or applicable law requires otherwise, the Company may delete Merchant Data after 30 days from termination (or from the start of suspension, as applicable). After deletion, Merchant Data may be irretrievable, and the Company will not be responsible for any loss of Merchant Data. Merchant is responsible for exporting Merchant Data prior to termination or within any applicable export window.

15. Disclaimers

To the maximum extent permitted by law, the Services are provided on an “as is” and “as available” basis.

The Company disclaims all warranties, whether express, implied, statutory, or otherwise, including warranties of merchantability, fitness for a particular purpose, non-infringement, and that the Services will be uninterrupted, error-free, or secure.

Merchant acknowledges that internet-based services are subject to limitations, delays, and other problems inherent in the use of the internet and electronic communications.

16. Limitation of Liability

16.1 Exclusion of Certain Damages

To the maximum extent permitted by law, the Company will not be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or any loss of profits, revenue, data, goodwill, or business interruption, arising out of or related to these Terms or the Services, even if the Company has been advised of the possibility.

16.2 Liability Cap

To the maximum extent permitted by law, the Company’s total liability arising out of or related to these Terms or the Services will not exceed the total fees paid by Merchant to the Company for the Services in the three (3) monthsimmediately preceding the event giving rise to the claim.

16.3 Basis of Bargain

The parties agree that these limitations are an essential basis of the bargain.

17. Force Majeure

The Company will not be liable for any delay or failure to perform due to events beyond the Company’s reasonable control, including acts of God, natural disasters, labour disputes, war, terrorism, civil unrest, government actions, power/internet outages, and failures of third-party providers.

18. Notices; Entire Agreement; Order of Precedence

18.1 Notices

Notices to the Company must be sent to the email or address published on the Company’s website (or otherwise provided in writing). Notices to Merchant may be sent to the email address associated with the Account or via in-product notices.

18.2 Entire Agreement; Order of Precedence

These Terms, together with any Additional Terms, order forms, and policies incorporated by reference, constitute the entire agreement between Merchant and the Company regarding the Services and supersede prior discussions and agreements.

If there is a conflict:

1. an applicable order form (if any) controls for commercial terms (fees, term, scope);

2. an applicable DPA controls for data protection matters;

3. Additional Terms control for the specific service or feature;

4. these Terms control for everything else.

18.3 No Waiver

Failure to enforce any provision is not a waiver of the right to enforce it later.

18.4 Severability

If any provision is held invalid or unenforceable, the remaining provisions remain in full force.

19. Governing Law; Dispute Resolution

These Terms are governed by the laws of the Democratic Socialist Republic of Sri Lanka, without regard to conflict of law principles.

The courts of Colombo, Sri Lanka will have exclusive jurisdiction over disputes arising out of or related to these Terms or the Services, subject to any mandatory rights under applicable law.

20. Assignment

Merchant may not assign or transfer these Terms without the Company’s prior written consent. The Company may assign these Terms in connection with a merger, acquisition, corporate reorganization, or sale of assets.

21. Relationship of Parties

The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency, or employment relationship.

22. Survival

The following sections survive termination: Definitions (as needed), Fees (amounts owed), Intellectual Property, Confidentiality, Merchant Data (as applicable), Indemnity, Disclaimers, Limitation of Liability, Governing Law/Disputes, Notices/Entire Agreement, and any provisions that by their nature should survive.

23. Contact

For questions about these Terms, contact the Company via the contact details published on the Company’s website or within the Services.