Terms & Conditions

1 Acceptance of Terms

By creating an account, subscribing to any plan, or otherwise using OptoSoft, you acknowledge that:

• You are at least 18 years of age or have the legal authority to enter into contracts on behalf of your organisation.
• Your use of OptoSoft will comply with all applicable laws and regulations in your jurisdiction.
• These Terms may be updated from time to time; continued use after changes constitutes acceptance.

2 Description of Services

OptoSoft is a cloud-based optical retail management platform that provides:

• Patient/customer eye prescription (Rx) management and EMR.
• Point-of-Sale (POS) — web and mobile — including billing, invoicing, and returns.
• Inventory management with barcode/QR support and multi-store capabilities.
• CRM tools including WhatsApp, SMS, and email integration.
• Sales reporting, analytics, and business intelligence dashboards.

We reserve the right to modify, suspend, or discontinue any feature of the Service at any time with reasonable notice. We will not be liable for any modification, suspension, or discontinuation.

3 Accounts & Registration

To access OptoSoft you must register for an account. You agree to:

• Keep your login credentials confidential and not share them with unauthorised parties.
• Provide accurate, current, and complete information during registration and keep it updated.
• Notify us immediately at sales@opto-soft.com of any unauthorised account access or security breach.
• Accept responsibility for all activities that occur under your account.

You may create multiple user accounts within your organisation's subscription ("sub-users"). Each sub-user is bound by these Terms and you are responsible for their compliance.

4 Subscription & Billing

All prices are exclusive of applicable taxes. We reserve the right to adjust pricing with at least 30 days' notice before the next renewal cycle. Failure to pay may result in suspension of access until outstanding amounts are settled.

5 Advance Payment & Account Activation

5.1 Payment in Advance. All subscription fees and professional-service charges are due and payable in full in advance, prior to account provisioning or commencement of any work. The Company shall have no obligation to provision an account, activate any plan, or commence any service until cleared funds have been received.

5.2 Activation Timeline. Following successful verification of payment, the Company shall activate the Customer's account within forty-eight (48) to seventy-two (72) business hours. "Business hours" means 10:00 AM to 7:00 PM Indian Standard Time (IST), Monday through Friday, excluding public holidays in India.

5.3 Price Changes. The Company reserves the right to revise subscription fees at any time. Existing Customers will be given no less than thirty (30) days' prior written notice before any price change takes effect at their next renewal. Continued use of the Service after the effective date of a price revision constitutes acceptance of the revised fee.

5.4 Non-Refundable. All fees paid are strictly non-refundable once account configuration and provisioning have commenced, except where expressly required by applicable law.

5.5 International Payment Charges. For all payments made by Customers outside India, any and all transaction fees, wire transfer charges, intermediary bank fees, currency conversion costs, foreign exchange spreads, and payment-processor deductions (collectively, "Transaction Costs") are solely the Customer's responsibility. The Company must receive the full invoiced amount without any deduction or withholding. Should the amount received by the Company fall short of the invoiced amount due to Transaction Costs, the Customer shall promptly pay the shortfall before account provisioning or any work commences. The Company shall not be deemed to have received payment until the full net invoiced amount has been credited to its account in cleared funds.

6 Support & Maintenance Policy

6.1 Complimentary Support Allowance. Each active subscription includes complimentary technical support up to a maximum of thirty (30) minutes per calendar day per organisation. This allowance is non-cumulative and does not roll over to subsequent days.

6.2 Support Hours. Support is available during the following hours, Monday through Friday, excluding public holidays:

6.3 Scope of Support. Complimentary support covers questions relating to the standard operation and configuration of OptoSoft as shipped. The following are expressly excluded from complimentary support and, if requested, will be treated as chargeable professional services:

• On-site visits, travel, or in-person assistance of any kind.
• Custom software development, bespoke feature builds, or configuration work beyond the standard product.
• Issues arising from user error, operator misuse, or failure to follow provided documentation.
• Issues caused by third-party software, hardware, operating systems, or network infrastructure not supplied by the Company.

6.4 Internet Connectivity Dependency. OptoSoft is a cloud-based service and requires a stable, continuous internet connection. Interruptions, degradation, or loss of internet connectivity attributable to the Customer's internet service provider or internal network do not constitute a service failure by the Company. The Company shall have no liability for downtime caused by the Customer's connectivity issues, and such events shall not entitle the Customer to service credits, extended support sessions, or subscription refunds.

7 Customisation & Development Terms

7.1 Chargeable Services. Any customisation, bespoke development, or configuration work requested by the Customer beyond the standard feature set of OptoSoft is a chargeable professional service and is not included in any subscription plan.

7.2 Written Scope of Work. All customisation and development engagements must be defined in a written scope-of-work document agreed and signed by both parties prior to commencement. The Company shall have no obligation to begin any work in the absence of an agreed written scope.

7.3 Advance Payment. One hundred percent (100%) of the agreed fee is payable in advance before any development work commences. The Company shall not be obliged to begin or continue work until full cleared payment has been received.

7.4 Standard Hourly Rates. Unless otherwise agreed in writing, the following standard rates apply:

Rates are subject to revision with thirty (30) days' prior written notice. Time is billed in minimum thirty (30) minute increments.

7.5 Ownership of Deliverables. Unless expressly agreed otherwise in writing, all intellectual property rights in any custom development, modifications, or deliverables produced by the Company shall vest in and remain the sole property of Maruti Software Solutions upon full payment of the applicable fees.

8 Data Import & Migration

8.1 Scope. Data import and migration services assist Customers in transferring legacy data from third-party or proprietary systems into OptoSoft. This is a professional service and is not included in any subscription plan.

8.2 Pricing. Data import is charged on a per-database-table basis as follows:

8.3 Complex or Non-Standard Data. Where source data is non-standard in format, incomplete, malformed, or requires cleansing, transformation, or normalisation prior to import, additional fees shall apply. The Company will communicate any additional charges in writing and obtain the Customer's written approval before proceeding.

8.4 Customer Obligations. The Customer is solely responsible for supplying accurate, complete, and correctly formatted source data in a timely manner. The Company shall not be liable for inaccuracies, omissions, or data loss arising from incomplete or malformed source files provided by the Customer. Data import services are performed on a best-efforts basis and do not constitute a warranty of data completeness or accuracy.

8.5 Advance Payment. Full payment is required in advance prior to commencement of any data import or migration work, in accordance with Section 5 of these Terms.

9 Custom Reports & Additional Features

9.1 Bespoke Reporting. Custom report development and the creation of additional features or modules outside the standard OptoSoft feature set are chargeable professional services. Such services are not included in any subscription plan and must be separately requested and agreed upon in writing.

9.2 Hourly Rates. Custom report and additional feature development is billed at the following rates:

9.3 Queue Management. All custom development and reporting requests are processed strictly on a first-in, first-out (FIFO) basis. The Company will provide a written estimate of the scope, cost, and delivery timeline upon receipt of the Customer's written request. Work will commence only upon execution of a written scope-of-work agreement and receipt of full advance payment.

9.4 Ownership. Unless expressly agreed otherwise in writing, all intellectual property rights in any custom reports, features, or deliverables produced by the Company shall vest in and remain the sole property of Maruti Software Solutions upon full payment of the applicable fees. The Customer is granted a non-exclusive, non-transferable licence to use such deliverables solely within OptoSoft during the active subscription period.

10 Data & Privacy

We take your data seriously. OptoSoft operates in over 30 countries and handles sensitive health data (patient eye prescriptions and EMR). Our handling of personal data is governed by applicable data protection and health-privacy laws in each jurisdiction, including but not limited to:

11 Intellectual Property

All intellectual property rights in OptoSoft, including but not limited to software code, UI design, branding, logos, documentation, and training materials, are owned by or licensed to Maruti Software Solutions. You are granted a limited, non-exclusive, non-transferable, revocable licence to use OptoSoft solely for your internal business operations during your active subscription period.

You may not copy, modify, distribute, sell, reverse-engineer, decompile, or create derivative works of OptoSoft or any part of it without our prior written consent.

Customer data: You retain all rights to the data you upload to OptoSoft. By using the Service, you grant us a limited licence to store and process your data solely to provide the Service.

12 Acceptable Use Policy

You agree not to use OptoSoft to:

Violation of this Acceptable Use Policy may result in immediate suspension or termination of your account without refund.

13 Limitation of Liability

To the maximum extent permitted by applicable law, Maruti Software Solutions shall not be liable for any:

• Indirect, incidental, special, consequential, or punitive damages.
• Loss of profits, revenue, data, goodwill, or business opportunities.
• Damages arising from third-party integrations, APIs, or services.
• Service interruptions or errors beyond our reasonable control.

In all cases, our total aggregate liability to you shall not exceed the amount you paid to us in the 12 months immediately preceding the claim.

14 Indemnification

14.1 Customer's Indemnification Obligation. You agree to indemnify, defend, and hold harmless Maruti Software Solutions, its officers, directors, employees, agents, licensors, and service providers from and against any and all claims, liabilities, damages, judgments, awards, losses, costs, and expenses (including reasonable legal fees and court costs) arising out of or relating to:

• Your use or misuse of OptoSoft or any content you submit, post, transmit, or make available through the Service.
• Your violation of these Terms or any applicable law, regulation, or third-party right.
• Your infringement of any third party's intellectual property, privacy, or other proprietary rights.
• Any dispute between you and a third party arising from, or in connection with, your use of the Service.
• Any false, inaccurate, or misleading information provided by you to the Company or to any third party in connection with the Service.

14.2 Company's Right to Assume Defence. The Company reserves the right, at its own expense and in its sole discretion, to assume exclusive defence and control of any matter subject to indemnification by you. In such event, you agree to cooperate fully with the Company in asserting any available defences and shall not settle any such claim without the Company's prior written consent.

14.3 Notification. You agree to notify the Company promptly upon becoming aware of any actual or threatened claim, action, or proceeding to which this indemnification obligation may apply.

15 Disclaimer of Warranties

OptoSoft is provided on an "as is" and "as available" basis without warranties of any kind, express or implied. We do not warrant that:

• The Service will be uninterrupted, error-free, or completely secure at all times.
• Defects in the software will always be corrected immediately.
• The results obtained from the Service will be accurate or reliable for any particular purpose.

We target a minimum of 99.5% monthly uptime, excluding scheduled maintenance windows. Planned maintenance will be communicated via email or in-app notifications with at least 24 hours' notice.

16 Termination

By you: You may cancel your subscription at any time by contacting us. Upon cancellation, you will retain access until the end of your current billing period.

By us: We may suspend or terminate your account immediately without notice if you:

• Breach these Terms or our Acceptable Use Policy.
• Fail to pay any amounts due and fail to cure such breach within 7 days of notice.
• Engage in conduct that poses a risk to other users, our systems, or third parties.

Upon termination, your right to access OptoSoft ceases immediately. We will make your data available for export for 90 days following termination.

17 Governing Law & Dispute Resolution

These Terms are governed by and construed in accordance with the laws of India, without regard to conflict-of-law principles. Any disputes arising under these Terms shall be subject to the exclusive jurisdiction of the courts of India.

Before commencing formal proceedings, parties agree to attempt good-faith resolution through negotiation for at least 30 days. If unresolved, disputes shall be referred to binding arbitration in accordance with the Arbitration and Conciliation Act, 1996 (India).

Users located in the European Union retain their rights under applicable EU consumer protection law, which may provide additional protections not covered by this clause.

18 Changes to These Terms

We may revise these Terms at any time. If we make material changes, we will notify you by:

• Sending an email to the address on your account.
• Displaying a prominent in-app notice at least 14 days before changes take effect.

Continued use of OptoSoft after the effective date of revised Terms constitutes your acceptance of those changes. If you do not agree to the revised Terms, you must stop using the Service and notify us to close your account.

19 Contact Us

If you have any questions, concerns, or requests regarding these Terms, please reach out to us: