Terms of Service

These Terms of Service (“Terms”) govern access to and use of Root Digit websites, software, APIs, products, subscriptions, professional services and managed services (collectively, the “Services”). By using the Services, creating an account, accepting an order form, or signing a statement of work that incorporates these Terms, you agree to them.

If you act for an organisation, you represent that you have authority to bind it. “Customer”, “you” and “your” refer to that organisation and its authorised users. If you do not accept these Terms, do not use the Services.

Unless an executed agreement states otherwise, the contracting entity is Root Digit Engineering, 209 A, Lichubagan, Hengerabari, Guwahati, Assam 781036, India.

• Customers outside India: International customers are served cross-border from India by Root Digit Engineering. Serving a customer in another country does not create a Root Digit entity, branch, licence or establishment there.
• Mandatory protections: These Terms do not limit consumer, privacy or other rights that applicable law does not permit the parties to waive.

The scope, deliverables, assumptions, service levels, fees, billing cycle, term and acceptance criteria for purchased Services are stated in the applicable order form or statement of work. Website descriptions are informational and do not expand a signed scope.

Customer will provide timely access to personnel, systems, data, decisions and approvals reasonably required for delivery. A delay, dependency failure or scope change may require a written change order, revised schedule or fee adjustment. Root Digit may improve generally available Services provided the change does not materially reduce contracted core functionality during a committed term.

This section applies to Root Digit software-as-a-service products, including RootDigit CRM and future subscription products (“SaaS Products”), in addition to the rest of these Terms. Plan limits, product documentation and product-specific terms published for a SaaS Product form part of the subscription.

• Right to use: Root Digit grants Customer a non-exclusive, non-transferable, non-sublicensable right during the subscription term to access and use the SaaS Product for its internal business purposes, within the plan’s user, record, storage, API and usage limits.
• Renewal and pricing: Subscriptions renew automatically for the same period unless either party gives notice before the renewal date, as stated at checkout or in the order. Root Digit will give at least thirty days’ notice of a price change, which takes effect from the next renewal. Where law requires, renewal terms are disclosed clearly before purchase, affirmative consent is obtained, and cancellation is available online.
• Upgrades, downgrades and overages: Upgrades take effect immediately and are charged pro rata for the rest of the period. Downgrades take effect at the next renewal. Usage above plan limits may be charged at the published rate or require an upgrade, after notice.
• Free, trial and beta features: Free plans, trials and features labelled beta, preview or early access are provided “as is”, may change or end at any time, carry no service-level commitment and, to the extent law permits, no liability beyond the fees paid for them.
• Service levels and support: The availability target, maintenance practice and support response targets for paid plans are set out in the Service Level Agreement. Root Digit does not offer service credits.
• Customer Data and portability: Customer owns its Customer Data. During the term and for thirty days after termination or expiry, Customer may export Customer Data using available tools. After that period Root Digit will delete Customer Data from production systems, with backups expiring on their normal schedule, unless law requires retention.
• Service data: Root Digit may use aggregated or de-identified usage, performance and security data that does not identify Customer, its users or any individual to operate, secure and improve the Services.
• AI features: Where a SaaS Product includes AI features, Customer is responsible for reviewing outputs before relying on them. Root Digit does not use Customer Data to train AI models made available to other customers without Customer’s written permission. Third-party model providers used to deliver a feature are bound as Sub-processors.
• Integrations and messaging: Customer is responsible for connected third-party accounts, such as email, calendar or messaging providers, and for messages it sends through a SaaS Product. Those messages must comply with consent, anti-spam and telemarketing laws, including the U.S. CAN-SPAM Act and TCPA, EU and UK ePrivacy rules, and India’s TRAI rules on unsolicited commercial communication.
• Restrictions: Customer will not resell, sublicense, frame or make a SaaS Product available to anyone other than its authorised users; reverse engineer it except where law permits; use it to build a competing product; or circumvent usage limits or security controls.

You must provide accurate account information, keep credentials confidential, use reasonable access controls and notify Root Digit promptly of suspected compromise. You are responsible for activity by your authorised users and for removing access when it is no longer required.

You may not share an individual account outside the permissions of the purchased plan, misrepresent identity or authority, or attempt to obtain access beyond your entitlement. Root Digit may require identity, organisation, sanctions, security or intended-use verification before enabling a Service.

Fees, currency, invoice schedule and payment dates appear in the applicable commercial document. Unless it says otherwise, undisputed invoices are due within thirty days, fees exclude applicable taxes, and Customer is responsible for taxes other than taxes on Root Digit’s net income.

For customers in India, Goods and Services Tax is charged as the law requires. Services supplied to customers outside India may qualify as a zero-rated export of services where the conditions of Indian GST law are met. If law requires Customer to withhold tax from a payment, Customer will remit the withheld amount to the proper authority and provide an official withholding certificate so Root Digit can claim any credit available under an applicable tax treaty.

Customer must raise a good-faith invoice dispute before the due date and pay undisputed amounts on time. Root Digit may suspend affected Services after reasonable notice for overdue amounts, except where law requires a different process. Refunds and cancellation remedies are governed by the Refund & Cancellation Policy, the signed agreement and mandatory law.

Root Digit and its licensors retain all rights in the Services, platform software, methods, models, libraries, documentation, templates, tools and pre-existing materials (“Background Technology”). Customer retains rights in Customer Data and materials it provides.

Ownership or licence rights for custom deliverables are stated in the statement of work. Unless it expressly assigns ownership, Root Digit grants Customer a non-exclusive, non-transferable licence during the applicable term to use deliverables and Services for its internal business purpose. Root Digit may use general skills, experience and ideas retained in unaided memory, but not Customer Confidential Information.

If you provide feedback, Root Digit may use it without restriction or payment, provided it does not identify you or disclose your confidential information.

Customer authorises Root Digit to process Customer Data only as needed to provide, secure and support the Services, comply with law and follow documented instructions. Each party will protect the other’s Confidential Information with at least reasonable care and disclose it only to personnel or advisers who need it and are bound by confidentiality obligations.

Personal data is handled under the Privacy Policy and, where Root Digit acts as processor for Customer, the Data Processing Agreement. Customer is responsible for lawful collection, instructions, notices, permissions and the accuracy of Customer Data.

You must follow the Acceptable Use Policy, the export-control and sanctions terms below, applicable anti-bribery and anti-corruption laws (including India’s Prevention of Corruption Act, 1988, the U.S. Foreign Corrupt Practices Act and the UK Bribery Act 2010) and sector-specific requirements. You may not use the Services to violate law, third-party rights, safety controls or written usage restrictions.

AI, forecasting, cybersecurity, robotics, distributed systems and other advanced Services may produce uncertain or probabilistic outputs. Unless a signed agreement expressly says otherwise, they are decision-support tools and not a substitute for qualified human judgement, regulatory approval, professional advice, safety validation or independent verification.

Services, software and technical data may be subject to the export-control and sanctions laws of India, the United States, the United Nations and other applicable jurisdictions, including India’s SCOMET controls under the Foreign Trade (Development and Regulation) Act, 1992, the U.S. Export Administration Regulations and sanctions administered by the U.S. Office of Foreign Assets Control. Customer represents that neither it nor its users are the subject of applicable sanctions or restricted-party listings, and will not use, export, re-export or provide access to the Services in violation of those laws or from a comprehensively sanctioned territory.

If Customer is a U.S. Government agency or acts on its behalf, Root Digit software and documentation are “commercial computer software” and “commercial computer software documentation” provided with only the rights granted to other customers under these Terms, consistent with FAR 12.212 and DFARS 227.7202, as applicable.

Services may interoperate with third-party platforms selected or approved by Customer. Third-party terms, availability, security and changes are controlled by the relevant provider. Root Digit is not responsible for a third-party service outside its reasonable control, but remains responsible for its own contractual obligations.

Open-source components remain subject to their applicable licences. Nothing in these Terms reduces rights granted directly under an open-source licence.

These Terms continue while you access the website or have an active Service. Either party may terminate an agreement for an uncured material breach after thirty days’ written notice, or immediately where the breach cannot be cured, insolvency law permits, continued performance is unlawful, or an urgent security or safety risk requires action.

Root Digit may suspend only the affected access where reasonably necessary to contain misuse, protect systems or people, comply with law, or address material non-payment. Where circumstances permit, we will give notice and a reasonable opportunity to cure. On termination, accrued payment obligations remain due and Customer may request export of Customer Data within the period stated in the agreement.

Root Digit warrants that professional services will be performed with reasonable skill and care and that paid Services will materially conform to agreed documentation during the applicable term. Customer’s primary remedy is re-performance or correction; if Root Digit cannot materially remedy the breach, Customer may terminate the affected Service and receive any refund required by the agreement or law.

Except for express commitments and to the maximum extent permitted by law, Services are provided “as is” and “as available”. Root Digit disclaims implied warranties of merchantability, fitness for a particular purpose and non-infringement. We do not warrant uninterrupted operation, error-free outputs or that a model, forecast or recommendation will achieve a business result.

To the maximum extent permitted by law, neither party is liable for indirect, incidental, special, punitive or consequential loss, or loss of profit, revenue, goodwill or anticipated savings. Each party’s aggregate liability relating to an order will not exceed fees paid or payable under that order during the twelve months before the event giving rise to liability.

The exclusions and cap do not apply to payment obligations, fraud or wilful misconduct, infringement indemnities, breach of confidentiality, misuse of the other party’s intellectual property, or liability that law prohibits from being limited. Any indemnity in an order form requires prompt notice, control of defence by the indemnifying party and reasonable cooperation.

Unless an executed agreement states otherwise, these Terms and any agreement that incorporates them are governed by the laws of India, excluding conflict-of-law rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

Before starting proceedings, a party will give written notice of the dispute and allow thirty days for good-faith discussion between senior representatives. A dispute that is not resolved will be finally settled by binding arbitration under the Arbitration and Conciliation Act, 1996, before a sole arbitrator appointed by agreement or under that Act. The seat and venue of arbitration is Guwahati, Assam, India, the language is English, and hearings may be held virtually. Because India is a party to the New York Convention, an award can be recognised and enforced in most commercial jurisdictions, including the United States, the United Kingdom and EU member states.

Subject to the arbitration agreement, the courts at Guwahati, Assam have exclusive jurisdiction. Either party may seek urgent interim or injunctive relief from any competent court to protect confidential information, intellectual property or systems. To the extent permitted by law, disputes are resolved individually and not as a class, consolidated or representative action. Customers contracting from outside India remain subject to this section unless their signed agreement selects a different seat, institution or governing law.

Neither party is liable for delay caused by events beyond reasonable control, except payment obligations. Neither party may assign an agreement without consent, except to an affiliate or successor in a merger, reorganisation or sale of substantially all relevant assets, provided the assignee can perform the obligations. If a provision is unenforceable, it will be narrowed where lawful and the remainder stays effective.

Electronic signatures, click-through acceptance and electronic records are valid and binding, consistent with the Information Technology Act, 2000 and, where applicable, the U.S. Electronic Signatures in Global and National Commerce Act and state Uniform Electronic Transactions Act laws. These Terms are written in English; any translation is provided for convenience and the English version controls.

Notices must be in writing. Legal notices to Root Digit should be submitted through the legal enquiry route and, where contractually required, delivered to the registered office. We may update these Terms prospectively; material changes affecting an active paid term will be notified through the client portal or other agreed channel.