Terms and Conditions

1. Contracting Entity & Agreement Acceptance

These Terms and Conditions ("Terms", "Agreement") constitute a legally binding contract between you (whether individually or on behalf of a commercial business entity, referred to as "Merchant", "Client", "User", or "you") and AdaptNXT Technology Solutions Pvt. Ltd. ("PointNXT", "Company", "we", "us", or "our"), governing your access to and use of the website located at pointnxt.com, the PointNXT Order Management Software, Inventory Sync Engine, Multi-Channel Fulfillment Platform, ONDC Seller App connectors, WhatsApp & Shopify AI Shopping Bots, and associated API services (collectively, the "Platform").

By registering an account, connecting your e-commerce channels, or accessing the Platform, you acknowledge that you have read, understood, and agree to be bound by these Terms, along with our Privacy Policy, Cookie Policy, and Refund & Cancellation Policy.

2. Account Registration, Security & Responsibilities

To utilize PointNXT's multi-channel automation, merchants must create a registered account. You agree to adhere to the following account conditions:

• Accurate Registration Data: You must provide truthful, current, and complete business details, including legal company name, GSTIN (where applicable), business email, phone number, and physical warehouse locations.
• Credential Safeguarding: You are strictly responsible for maintaining the confidentiality of your account credentials, secret API keys, OAuth access tokens, and staff login permissions. You must notify us immediately at queries@pointnxt.com upon discovering any unauthorized access.
• Multi-User Access Management: Merchants configuring team access or warehouse role permissions remain fully liable for all actions executed by authorized sub-users on their account.

3. Pay-As-You-Ship Model, Token Accounting & Pricing

PointNXT operates on a transparent, pay-as-you-ship token model alongside enterprise subscription tiers designed to scale dynamically with order volume.

A. Free Trial & Signup Bonus

Every newly registered merchant account receives 1,000 free order processing tokens upon account creation. No credit card is required for trial activation. Free trial tokens allow merchants to test live channel sync, courier allocation, label printing, and GST invoice generation.

B. Token Consumption Rules

• 1 Order = 1 Token: Exactly one (1) token is deducted from your active wallet balance whenever an order is processed, routed, or fulfilled through the PointNXT platform.
• Indefinite Token Validity: Purchased active order tokens do not expire as long as your merchant account remains active.
• Auto-Recharge & Top-Ups: Merchants may configure automated credit recharges or purchase token bundles directly from their billing dashboard.
• GST Invoicing: All paid token purchases and enterprise subscription fees are subject to applicable Goods and Services Tax (GST) under Indian statutory law. Tax invoices are automatically generated upon payment completion.

4. Service Uptime SLA & Sync Performance Targets

PointNXT utilizes sub-second webhook architecture designed to provide real-time multi-channel inventory synchronization.

• 99.9% Uptime Target SLA: We strive to maintain a 99.9% operational availability for our core inventory sync pipelines, order routing engines, and webhook processing servers.
• Sub-Second Stock Updates: Stock count changes triggered on any channel are pushed to connected marketplaces instantly via real-time API webhooks.
• Third-Party Marketplace Rate Limits: Merchants acknowledge that certain third-party marketplaces (e.g., Amazon, Flipkart, Meesho, Myntra, Nykaa, ONDC nodes) enforce mandatory API rate limits or polling schedules. PointNXT is not liable for inventory sync delays caused directly by third-party marketplace API throttling or server outages.
• Scheduled Maintenance: We perform routine system upgrades during off-peak hours and will provide advance notification for any planned maintenance window exceeding 15 minutes.

5. Marketplace & Courier Third-Party Connectors

The Platform enables seamless integration with third-party e-commerce channels, courier networks, and ERP software:

• Compliance with Marketplace Developer Policies: Merchants agree to maintain valid, compliant seller accounts across connected marketplaces (e.g., Amazon SP-API, Flipkart Seller API, Shopify Partner policies). PointNXT is not responsible for marketplace seller account suspensions caused by merchant policy violations.
• Logistics & Courier Carrier Agreements: PointNXT facilitates automated Air Waybill (AWB) generation and carrier assignment for logistics providers (Delhivery, BlueDart, Shiprocket, Xpressbees, Shadowfax, etc.). Merchants remain bound by their individual service contracts and shipping terms with respective carriers.
• API Credential Revocation: Merchants may disconnect any integrated marketplace or courier connector at any time from their merchant dashboard, immediately halting automated API calls.

6. Data Ownership & Intellectual Property

Clear boundaries apply regarding proprietary ownership of data and technology:

• Merchant Data Ownership: You retain 100% sole ownership of all product catalog data, inventory SKUs, customer order records, sales pricing details, and warehouse records uploaded to or processed through the Platform.
• Platform Intellectual Property: PointNXT and AdaptNXT Technology Solutions Pvt. Ltd. retain exclusive ownership of all software code, proprietary algorithms, sub-second sync engines, database schemas, UI designs, trademarks, domain names, logos, and technical documentation.
• Limited Software License: Subject to these Terms, PointNXT grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Platform during your active subscription.

7. Acceptable Use & Conduct Restrictions

Merchants agree to use the Platform strictly for lawful e-commerce operations. You agree NOT to:

• Decompile, reverse engineer, disassemble, or attempt to derive source code from the PointNXT sync engine or webhooks.
• Bypass, tamper with, or circumvent token accounting systems, security verification challenges, or rate-limiting protocols.
• Submit false, fraudulent, or illegal order transactions, or utilize the platform for fulfilling prohibited contraband or illegal goods under Indian law.
• Launch automated DDoS attacks, vulnerability scans, or scraping scripts targeting pointnxt.com or our infrastructure servers.
• Resell, white-label, or sublease access to the Platform without prior written consent from AdaptNXT Technology Solutions.

8. AI Commerce & Messaging Bot Policies

For merchants utilizing PointNXT's Shopify AI Shopping Bot or WhatsApp Shopping Bot features:

• Messaging Compliance: All WhatsApp notifications, order updates, and customer broadcasts must comply with Meta's WhatsApp Business Messaging Policies and TRAI (Telecom Regulatory Authority of India) commercial communication guidelines.
• Customer Opt-In Requirement: Merchants are responsible for obtaining valid customer consent prior to triggering transactional or marketing WhatsApp messages.
• Automated AI Bot Responses: While conversational AI bots are optimized for product recommendations and tracking assistance, merchants are responsible for ensuring accurate product pricing and catalog data fed into the bot.

9. Limitation of Liability & Warranties

To the maximum extent permitted by applicable Indian law:

• Disclaimer of Warranties: The Platform is provided on an "AS IS" and "AS AVAILABLE" basis. PointNXT disclaims all implied warranties of merchantability, fitness for a specific operational purpose, and non-infringement.
• Liability Cap: In no event shall AdaptNXT Technology Solutions Pvt. Ltd., its directors, officers, or employees be liable for aggregate damages exceeding the total token fees actually paid by the merchant to PointNXT in the three (3) months immediately preceding the claim.
• Exclusion of Consequential Damages: PointNXT shall not be liable for any indirect, incidental, special, or consequential damages, including loss of business profits, marketplace seller rating penalties, delivery delays caused by third-party couriers, or inventory discrepancies resulting from incorrect merchant configuration.

10. Indemnification

You agree to defend, indemnify, and hold harmless AdaptNXT Technology Solutions Pvt. Ltd., its officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, or legal expenses (including reasonable legal fees) arising out of:

• Your breach of any provision of these Terms or applicable laws.
• Your violation of third-party marketplace seller policies or courier service agreements.
• Products, goods, or merchandise sold and fulfilled by your business using the PointNXT platform.
• Unauthorized access or misuse of your store API keys resulting from inadequate merchant security practices.

11. Account Suspension & Termination

Terms governing account closure or platform service suspension:

• Voluntary Cancellation: Merchants may terminate their account at any time by issuing a written notice to queries@pointnxt.com or closing their account via the billing dashboard.
• Suspension for Cause: PointNXT reserves the right to suspend or terminate accounts immediately without prior notice in cases of token exhaustion, non-payment, fraudulent activity, or material breach of our Acceptable Use Policy.
• Post-Termination Data Grace Period: Upon account termination, merchants are granted a 30-day grace period to export historical order ledgers, SKU records, and invoice data, after which non-statutory records may be permanently purged.

12. Governing Law, Jurisdiction & Dispute Resolution

These Terms shall be governed by and construed in accordance with the laws of the Republic of India, without regard to conflict of law principles.

• Informal Resolution First: In the event of any dispute or claim arising out of or in connection with these Terms, the parties agree to attempt informal negotiation for at least thirty (30) days before initiating formal legal proceedings.
• Exclusive Legal Jurisdiction: Any legal action, suit, or judicial proceeding arising under these Terms shall be subject to the exclusive jurisdiction of the courts located in Bengaluru, Karnataka, India.