Terms of Service

Part A: Terms and conditions of use

1. Introduction

These Terms and Conditions of Use (“Terms”) constitute a legally binding agreement between:

UnoSkills Solutions Private Limited, a Company incorporated under the provisions of the Indian Companies Act, 2013 with its registered office at 56, Second Floor, Woodstock Floors, Nirvana Country, Sector – 50, Gurgaon – 122018, Haryana, India and office at Unit No. 40, 2nd Floor, Supremework Co-working Spaces, Eros City Square, Sector – 49, Gurgaon – 122018, Haryana, India, hereinafter referred to as “Unoskills”, “itrackscm”, “we”, “us” or “our”;

and

the company, partnership, proprietorship, organisation or other business entity subscribing to, accessing or using itrackscm, hereinafter referred to as the “Customer”, “you” or “your”.

By signing an Order Form, accepting a proposal, clicking an acceptance button, accessing the application or permitting your Authorised Users to use itrackscm, you confirm that:

• you have read and accepted these Terms;
• you have authority to bind the Customer;
• the information provided by you is accurate; and
• you will ensure compliance with these Terms by all Authorised Users.

If you do not agree with these Terms, you must not access or use itrackscm.

2. Definitions

For the purpose of these Terms:

Application

“Application” means the itrackscm software platform, including its modules, dashboards, reports, interfaces, workflows, algorithms, documentation, upgrades and related services made available by Unoskills.

Authorised User

“Authorised User” means a full-time employee and director of the Customer who has been authorised by the Customer to access the Application.

Customer Data

“Customer Data” means all the data, files, records, documents and information uploaded, submitted, transmitted, entered or otherwise made available by the Customer through the Application.

Customer Data may include, without limitation:

• Item and product master data;
• Store and warehouse master data;
• Customer or channel mapping data;
• Sales and return data;
• Inventory data;
• Purchase, allocation and replenishment data;
• Production and supply-planning data;
• Event and promotional calendars;
• Business rules, targets, assumptions and planner inputs; and
• User account and activity information.

Confidential Information

“Confidential Information” means all non-public business, commercial, financial, technical or operational information disclosed by one party to the other, including Customer Data, pricing, algorithms, source code, business rules, reports, product roadmaps and security information.

Documentation

“Documentation” means user guides, process notes, templates, training materials, help content and operating instructions provided by Unoskills.

Order Form

“Order Form” means a proposal, quotation, statement of work, subscription schedule, service agreement, purchase order accepted by Unoskills or any other document identifying the commercial and operational scope of the services.

Output

“Output” means any calculation, analysis, recommendation, forecast, allocation, replenishment quantity, transfer recommendation, requirement plan, production plan, classification, dashboard or report generated through the Application.

Subscription Term

“Subscription Term” means the period during which the Customer is authorised to access the Application, as stated in the applicable Order Form.

3. Purpose and nature of the Application

itrackscm is a supply-chain and retail-planning platform intended to support business planning, analysis and decision-making.

Depending on the subscribed modules, the Application may support activities such as:

• Merchandise classification;
• Product and master-data health checks;
• Sales forecasting and demand planning;
• Requirements planning;
• Merchandise or production planning;
• Store classification;
• Initial store allocation;
• Store replenishment;
• Inter-store transfers;
• Inventory optimisation;
• Sales and operations planning; and
• Business dashboards and reports.

The exact modules and features available to the Customer will be stated in the Order Form.

The Application is a decision-support system. It does not replace the Customer’s commercial judgement, internal approvals, accounting controls, legal obligations, procurement controls or operational verification.

4. Subscription and right of use

Subject to payment of applicable fees and compliance with these Terms, Unoskills grants the Customer a limited, non-exclusive, non-transferable, non-sublicensable and revocable right to access and use the subscribed modules during the Subscription Term.

The Customer may use the Application only:

• for its own internal business operations;
• through its Authorised Users;
• within the limits stated in the Order Form; and
• in accordance with the Documentation and applicable laws.

No ownership rights in the Application are transferred to the Customer.

5. Customer account and Authorised Users

Account creation

The Customer must provide accurate and complete account, company and user information.

Responsibility for users

The Customer is responsible for:

• Selecting and approving its Authorised Users;
• Assigning appropriate access rights;
• Ensuring that users maintain password confidentiality;
• Disabling access when an employee leaves the organisation;
• Preventing unauthorised account sharing; and
• All activity conducted through its accounts, except to the extent caused by a verified security breach attributable to Unoskills.

Login credentials

Login credentials are personal to each Authorised User and must not be shared.

The Customer must notify Unoskills promptly at tech@unoskills.com if it suspects:

• Unauthorised access;
• Compromised credentials;
• Misuse of the application; or
• Any security incident affecting its account.

User limits

The number of users, workspaces, business units, legal entities, stores, warehouses, products or transactions permitted may be restricted according to the applicable subscription plan.

Additional usage may require additional charges.

6. Customer Data and data quality

Ownership of Customer Data

As between the parties, the Customer retains all the rights, title and interest in Customer Data.

The Customer grants Unoskills a limited right to host, copy, process, transmit, validate, organise, transform and analyse Customer Data solely for:

• Providing the Application and services;
• Generating requested Outputs;
• Maintaining, securing and supporting the Application;
• Diagnosing technical issues;
• Complying with applicable law; and
• Performing other activities expressly agreed with the Customer.

Customer responsibility for data

The Customer is solely responsible for:

• The accuracy, completeness and timeliness of Customer Data;
• Ensuring that the data is legally collected and shared;
• Maintaining appropriate source records and backups;
• Selecting correct parameters, dates, rules and assumptions;
• Verifying uploaded templates and field mappings; and
• Reviewing validation warnings and exceptions.

Effect of incorrect data

The Customer acknowledges that inaccurate, incomplete, duplicated, delayed, incorrectly mapped or inconsistent data may result in inaccurate or unsuitable Outputs.

Unoskills will not be responsible for errors resulting from:

• Incorrect source data;
• Missing transaction history;
• Incorrect inventory snapshots;
• Inconsistent product codes;
• Incorrect store or channel mapping;
• Unrecorded sales, returns or stock movements;
• Incorrect configuration;
• Unauthorised changes by customer users; or
• Failure to review validation messages.

Data validation

The Application may perform format, completeness, consistency and business-rule validations. Such validations are intended to assist the Customer and do not guarantee that Customer Data is commercially or legally correct.

7. Personal data and privacy

Nature of data

itrackscm is primarily intended to process business and operational data. The Customer should avoid uploading unnecessary personal data.

Where Customer Data contains personal data, the Customer confirms that:

• it has a lawful basis and authority to collect and process the data;
• it has provided all required notices;
• it has obtained consent where consent is required;
• its instructions to UnoSkills comply with applicable data-protection laws; and
• it will not upload prohibited or excessive personal information.

Roles of the parties

Unless otherwise agreed in writing:

• the Customer determines the purpose and means for which personal data is processed through itrackscm; and
• UnoSkills processes such personal data on behalf of and according to the documented instructions of the Customer.

Where required, the parties may enter into a separate Data Processing Agreement.

Data categories to avoid

The Customer must not upload highly sensitive or regulated information unless expressly approved in writing, including:

• Passwords or authentication secrets;
• Payment-card information;
• Banking credentials;
• Government identity documents;
• Any information prohibited by applicable law.

Data requests

Unoskills will provide reasonable cooperation for lawful requests relating to correction, access, erasure or other personal-data rights, subject to technical capability, applicable law and the Customer’s responsibilities.

8. Confidentiality

Each party shall:

• Protect the other party’s Confidential Information using reasonable safeguards;
• Use Confidential Information only for performing obligations under the agreement;
• Disclose it only to employees who need access and are bound by confidentiality obligations; and
• Not disclose it to any third party without prior written consent, except where required by law.

Confidentiality obligations do not apply to information that the receiving party can demonstrate:

• was already lawfully known;
• becomes public without breach of the agreement;
• is received lawfully from a third party;
• is independently developed without using the disclosing party’s Confidential Information; or
• must be disclosed pursuant to law, court order or regulatory requirement.

Customer Data and each party’s trade secrets will remain confidential for as long as they retain their confidential nature.

9. Security

Unoskills will maintain reasonable administrative, technical and organisational safeguards appropriate to the nature of the Application and Customer Data.

Such safeguards may include:

• Authenticated user access;
• Role-based access controls;
• Logical separation of customer workspaces;
• Controlled production access;
• Secure password handling;
• Encryption in transit;
• Security logging;
• Data backups;
• Vulnerability correction;
• Access monitoring; and
• Incident-response procedures.

No online system can be guaranteed to be completely secure or continuously available. The Customer is responsible for maintaining the security of its own devices, networks, credentials, integrations and source systems.

10. Hosting and third-party service providers

Unoskills may use third-party service providers for:

• Cloud hosting;
• Database infrastructure;
• Backup and recovery;
• Email delivery;
• Monitoring and security;
• Customer support;
• Analytics; and
• Other technical services required to operate itrackscm.

Unoskills will remain responsible for managing such providers in accordance with its contractual obligations.

The Customer acknowledges that certain features may depend on third-party infrastructure and may be affected by outages, service changes or events beyond UnoSkills reasonable control.

11. Application Outputs and customer decisions

Advisory nature

Outputs generated by itrackscm are analytical recommendations based on:

• Customer data;
• Selected parameters;
• Configured business rules;
• Statistical methods;
• Assumptions;
• Historical patterns; and
• System logic.

Outputs are not guarantees of future sales, profitability, product availability, inventory performance or business results.

Customer review

Before implementing an Output, the Customer must review it for:

• Commercial suitability;
• Data accuracy;
• Stock availability;
• Capacity constraints;
• Cash-flow implications;
• Procurement commitments;
• Supplier limitations;
• Warehouse and transport capacity;
• Store constraints;
• Seasonality;
• Promotions;
• Any other relevant operational factor.

Final responsibility

All final decisions relating to purchasing, production, pricing, allocation, replenishment, transfers, markdowns, inventory liquidation, forecasting or business commitments remain the sole responsibility of the Customer.

Manual overrides

Where the Application permits manual overrides, moderation or parameter changes, the Customer is responsible for reviewing and approving such changes.

12. Acceptable use

The Customer and its Authorised Users must not:

• Use the Application for unlawful, fraudulent or misleading purposes;
• Attempt to gain unauthorised access to any system, account or data;
• Upload malicious code, malware or corrupted files;
• Interfere with the security, integrity or performance of the Application;
• Bypass user, transaction, storage or subscription limits;
• Copy, resell, rent, sublicense or commercially exploit the Application;
• Reverse engineer, decompile or attempt to discover source code or proprietary logic, except where such restriction is prohibited by law;
• Scrape, systematically extract or reproduce the Application;
• Use the Application to develop or train a competing product using UnoSkills proprietary materials;
• Remove proprietary notices, trademarks or copyright statements;
• Use another Customer’s account or credentials; or
• Allow any unauthorised third party to use the Application.

Unoskills may suspend access where it reasonably believes that the Application is being misused or that continued access poses a security or legal risk.

13. Implementation and configuration

Where implementation services are included, the Customer will:

• Nominate appropriate business and technical representatives;
• Provide required data and decisions on time;
• Participate in workshops and testing;
• Review configurations and outputs;
• Complete user-acceptance testing; and
• Provide written sign-off or consolidated feedback.

Implementation timelines depend on timely cooperation and availability of valid Customer Data.

Any delay caused by missing data, repeated scope changes, unavailable personnel or delayed approvals may result in revised timelines and additional charges.

14. Changes to scope and customisation

The subscription includes only the modules, features, integrations, reports and services stated in the Order Form.

Requests for:

• New modules;
• Customised workflows;
• New algorithms;
• Additional reports;
• Data migration;
• Third-party integrations;
• Historical data correction;
• On-site services;
• Additional training; or
• Changes to agreed business rules

may be treated as a change request and may require additional fees, effort estimates and delivery timelines.

No verbal discussion will amend the agreed scope unless confirmed in writing by authorised representatives.

15. Support and maintenance

Support

Support will be provided through tech@unoskills.com during the support hours specified in the applicable subscription plan.

Support coverage

Standard support may include:

• Assistance with login or account issues;
• Clarification of templates and workflows;
• Investigation of reproducible application errors;
• Guidance on standard features; and
• Correction of confirmed software defects.

Exclusions

Support may not include:

• Correction of Customer source data;
• Operation of the Customer’s ERP or other systems;
• Business consulting not included in the scope;
• Preparation of Customer uploads;
• Development of custom reports;
• Changes to agreed planning logic;
• Issues caused by unsupported devices, browsers or networks; or
• Training of replacement employees unless agreed separately.

Maintenance

Unoskills may perform scheduled or emergency maintenance. Where reasonably possible, advance notice will be provided for maintenance expected to cause material disruption.

16. Updates and changes to the Application

Unoskills may update, improve or modify the Application from time to time, including:

• User-interface changes;
• Security updates;
• Performance improvements;
• Changes required by law;
• Bug fixes;
• New validations;
• Modifications to workflows; and
• Replacement of obsolete technology.

Unoskills will use reasonable efforts not to materially reduce the core functionality of subscribed modules during a paid Subscription Term.

Where an update materially affects an existing Customer workflow, reasonable notice or guidance will be provided where practicable.

17. Service availability

Unoskills will use commercially reasonable efforts to keep the Application available.

However, availability may be affected by:

• Scheduled maintenance;
• Emergency maintenance;
• Cloud or internet outages;
• Cyberattacks;
• Force majeure events;
• Failures of third-party services;
• Customer network or device issues;
• Customer misuse; or
• Events outside unoskills’ reasonable control.

Any committed uptime level, service credit or service-level arrangement will apply only if specifically stated in the Order Form or a separate Service Level Agreement.

18. Fees, taxes and payment

Subscription fees

The Customer shall pay the fees stated in the Order Form.

Unless otherwise stated:

• Fees are payable in advance;
• Fees are non-cancellable and non-refundable;
• Fees exclude applicable taxes;
• Taxes will be charged as required by law; and
• Bank charges and withholding obligations will be handled as specified in the order form.

Payment due date

Invoices must be paid within 7 days of the invoice date.

Delayed payment

In case of delayed payment, UnoSkills may:

• Issue payment reminders;
• Charge interest where permitted and stated in the order form;
• Suspend access after reasonable notice; and
• Terminate the subscription for continued non-payment.

Suspension will not relieve the Customer of its payment obligations.

Additional usage

Usage beyond contracted limits may be billed at the applicable additional rate.

19. Intellectual property rights

UnoSkills property

UnoSkills retain all the rights, title and interest in:

• The Application;
• Software and source code;
• Databases and architecture;
• User-interface designs;
• Algorithms and calculation methods;
• Data models;
• Templates and Documentation;
• Generic workflows;
• Improvements and enhancements;
• Trademarks, brand names and logos; and
• All related intellectual property.

Customer property

The Customer retains ownership of Customer Data and Customer-specific trademarks, documents and materials supplied to UnoSkills.

Feedback

The Customer may provide suggestions or feedback. UnoSkills may use such feedback to improve the Application, provided that it does not disclose Customer Confidential Information or identify the Customer without permission.

Generic learning

Unoskills may use general experience, know-how, techniques and non-customer-specific learning acquired while providing services, provided that this does not disclose Customer Data or Confidential Information.

Aggregated and de-identified information

Subject to applicable law, UnoSkills may generate and use statistical, aggregated or de-identified information for:

• Improving algorithms;
• Improving application performance;
• Product development;
• Benchmarking;
• Security analysis;
• Capacity planning; and
• Understanding general usage trends.

Such information must not reasonably identify the Customer, its users, stores, products, suppliers or business transactions.

Customer-identifiable benchmarking or case studies will require the Customer’s prior written approval.

20. Warranties

Unoskills warrants that:

• It has the authority to provide the Application;
• The Application will materially perform in accordance with the agreed scope under normal authorised use;
• Services will be performed with reasonable skill and care; and
• It will not knowingly introduce malicious software into the Application.

Except as expressly stated, the Application and Outputs are provided on an “as available” basis.

Unoskills does not warrant that:

• The Application will always be uninterrupted or error-free;
• Every defect can be corrected immediately;
• Outputs will always match actual future business outcomes;
• Customer Data is accurate;
• Recommendations will achieve any minimum sales, margin, inventory or profitability result; or
• The Application will meet requirements not included in the agreed scope.

21. Customer indemnity

The Customer shall indemnify and hold harmless UnoSkills, its directors, employees and representatives from third-party claims, losses or costs arising from:

• Unlawful Customer Data;
• Infringement caused by data or materials supplied by the Customer;
• Unauthorised or prohibited use of the Application;
• Violation of applicable law by the Customer;
• Breach of confidentiality or privacy obligations by the Customer;
• Customer decisions based on unreviewed Outputs; or
• Use of the Application by persons authorised by the Customer.

This obligation will not apply to the extent that the claim results directly from UnoSkills proven breach, negligence or wilful misconduct.

22. Limitation of liability

To the maximum extent permitted by law, neither party will be liable for indirect, incidental, special, exemplary or consequential losses, including loss of profit, revenue, goodwill, anticipated savings or business opportunity.

UnoSkills will not be liable for losses caused by:

• Inaccurate Customer Data;
• Implementation of Outputs without appropriate review;
• Customer configuration or manual overrides;
• Third-party systems;
• Unauthorised use of credentials;
• Interruption of internet or cloud services;
• Events outside UnoSkills reasonable control; or
• Failure by the Customer to maintain source-data backups.

Unless otherwise stated in the Order Form, UnoSkills total aggregate liability arising from the subscription will not exceed the fees actually paid by the Customer to UnoSkills for the affected services during the Six months immediately preceding the event giving rise to the claim.

The above exclusions and limits will not apply where liability cannot lawfully be excluded or limited, including liability arising from fraud, wilful misconduct or any other non-excludable obligation under applicable law.

23. Suspension

UnoSkills may suspend access to all or part of the Application if:

• Fees remain unpaid after notice;
• The customer breaches these terms;
• The customer’s use creates a security risk;
• The customer exceeds contracted usage limits and does not regularise them;
• Suspension is required by law or a competent authority;
• The customer uses the application unlawfully; or
• Continued operation may harm UnoSkills, the customer or another customer.

Where practicable, UnoSkills will provide notice and an opportunity to remedy the issue before suspension.

24. Term and renewal

These Terms commence when the Customer first accepts an Order Form or accesses the Application.

The Subscription Term and renewal conditions will be stated in the Order Form.

Unless otherwise agreed:

• Subscriptions will not automatically renew without written agreement or an accepted renewal invoice;
• Continued use after expiry requires renewal; and
• Revised fees may apply to a renewed term.

25. Termination

Either party may terminate the agreement:

• If the other party materially breaches the agreement and fails to cure the breach within 30 days of written notice;
• Immediately if the other party becomes insolvent, ceases business or enters liquidation, subject to applicable law;
• Immediately in case of fraud, deliberate misuse or serious security violation; or
• As otherwise stated in the order form.

The Customer may discontinue use for convenience, but fees already committed or paid will remain subject to the cancellation and refund terms in the Order Form.

26. Effect of expiry or termination

Upon expiry or termination:

• The Customer’s right to access the Application will end;
• Outstanding fees will become payable;
• Each party will return or securely destroy the other party’s Confidential Information where required;
• Unoskills may retain data where legally required or reasonably necessary for dispute resolution, security and compliance; and
• Provisions intended to survive termination will remain effective.

Such surviving provisions include confidentiality, intellectual property, payment obligations, limitations of liability, indemnity, dispute resolution and governing law.

27. Data export and deletion

Export before termination

The Customer should download its available reports and Outputs before the subscription ends.

Where technically available and requested before termination, Unoskills may provide a reasonable export of Customer Data in a standard format.

Extensive extraction, transformation, migration or historical reconstruction may be chargeable.

Retention period

Unless otherwise agreed or required by law, Customer Data may be retained for up to 90 days after expiry or termination to permit restoration or export.

After the retention period, Customer Data may be securely deleted or anonymised from active systems, subject to backup cycles and legal obligations.

Backups

Deleted information may remain temporarily in encrypted or restricted backups until the applicable backup-retention cycle expires.

28. Publicity and customer name

UnoSkills will not publish a detailed case study or disclose Customer Confidential Information without prior written approval.

The Customer’s name and logo may be used in a customer list only if:

• The Customer has expressly approved such use; or
• Such permission is included in the applicable Order Form.

29. Force majeure

Neither party will be liable for delay or failure caused by events beyond its reasonable control, including:

• Natural disasters;
• Fire or flood;
• War, terrorism or civil disturbance;
• Epidemic or pandemic;
• Government restrictions;
• Labour disruption;
• Widespread internet or telecommunications failure;
• Cloud infrastructure failure;
• Power failure;
• Cyberattack not resulting from a party’s failure to maintain reasonable safeguards; or
• Changes in law preventing performance.

The affected party must notify the other party and take reasonable steps to minimise the impact.

30. Notices

Formal notices under these Terms must be sent by email or registered post to the addresses stated in the Order Form.

Notices to UnoSkills may be sent to:

UnoSkills Solutions Private Limited
56 SF, Woodstock Floors
Nirvana Country, Sector 50
Gurgaon – 122018 (Haryana)
Email: rupesh@unoskills.com

Operational support requests should be sent through the designated support channel and will not constitute formal legal notice.

31. Governing law and dispute resolution

These Terms shall be governed by the laws of India.

The parties will first attempt to resolve any dispute through good-faith discussions between authorised senior representatives.

If the dispute is not resolved within 30 days, it shall be referred to arbitration in accordance with the Arbitration and Conciliation Act, 1996.

Unless otherwise agreed:

• The arbitration will be conducted by a sole arbitrator mutually appointed by the parties;
• The seat and venue of arbitration will be Gurugram, Haryana;
• Proceedings will be conducted in English; and
• The arbitral award will be final and binding.

The courts at Gurugram, Haryana will have jurisdiction for interim relief, enforcement and matters not capable of arbitration.

32. Changes to these Terms

UnoSkills may update these Terms to reflect:

• Changes in law;
• New security requirements;
• Changes to the application;
• New features;
• Changes in business operations; or
• Reasonable improvements to contractual clarity.

Material changes will be communicated through email, the Application or another reasonable method.

Changes will not retrospectively alter agreed commercial terms for an ongoing Subscription Term unless:

• Required by law;
• Necessary for security; or
• Mutually agreed.

Continued use after the effective date of updated Terms will constitute acceptance where legally permissible.

33. Order of precedence

In case of inconsistency, the following order will apply:

• A specifically negotiated and signed agreement;
• The applicable order form or statement of work;
• Any data processing agreement or service level agreement;
• These terms;
• The documentation.

A specific provision will override a general provision only to the extent of the inconsistency.

34. Assignment

The Customer may not assign or transfer its rights or obligations without UnoSkills prior written consent.

UnoSkills may assign the agreement as part of a merger, corporate reorganisation, transfer of business or sale of substantially all relevant assets, provided that the successor assumes the applicable obligations.

35. Relationship of the parties

The parties are independent contractors.

Nothing in these Terms creates a partnership, franchise, agency, fiduciary relationship or joint venture.

Neither party may bind the other without express written authority.

36. Entire agreement

These Terms, together with the applicable Order Form and related written agreements, constitute the entire agreement concerning the Customer’s use of itrackscm.

They replace prior discussions, representations and understandings relating to the same subject matter.

37. Severability and waiver

If any provision is held invalid or unenforceable, the remaining provisions will continue in effect.

Failure to enforce a provision will not constitute a waiver of that provision or any other right.

38. Contact information

For questions concerning these Terms:

UnoSkills Solutions Private Limited
Application: itrackscm
56 SF, Woodstock Floors
Nirvana Country, Sector 50
Gurgaon – 122018 (Haryana)

Legal email: rupesh@unoskills.com
Support email: tech@unoskills.com
Telephone: +91 9999 87 8965
Website: www.itrackscm.com