Terms & Conditions

License Grant

Subject to this Agreement and payment of the applicable license fee, ScalarThink Innovations Private Limited ("Company") grants you a limited, non-exclusive, non-transferable, non-sublicensable license to install and use CaratOS ERP ("Software") solely for your own internal business operations.

Ownership Retained

This license does not transfer ownership of the Software. All intellectual property rights in the Software — including source code, architecture, database structure, interface design, documentation, and trademarks — remain the exclusive property of the Company or its licensors.

Feedback

Any feedback, suggestions, or feature requests you share with us may be used to improve CaratOS ERP without obligation or compensation to you.

Local Data Storage

CaratOS ERP is built offline-first. Your operational business data — inventory, customer records, transactions, and accounting entries — is stored locally on your own computer or authorised hardware, not on our servers.

Internet Connectivity

The Software does not require continuous internet access for day-to-day use. We connect online periodically for license verification, activation, security validation, and delivering updates.

Protected Files & Directories

Certain application directories, configuration files, and database files are protected for the Software to function correctly. You must not modify, delete, relocate, or otherwise tamper with these unless instructed by our support team; unauthorised changes are your responsibility.

Single-Location License

Each license is issued for one jewellery business location and may not be shared across branches, transferred to another entity, leased, resold, or duplicated to run unauthorised installations, unless we agree otherwise in writing. Operating multiple locations generally requires a separate license for each.

Activation & Validation

The Software may require a valid license key and periodic validation to confirm compliant use. We may suspend or require reactivation of a license we reasonably determine has been duplicated, transferred without authorisation, or otherwise misused.

Hardware Changes & Reactivation

The license may be tied to your authorised hardware for security purposes. Replacing, formatting, or materially changing your system may require official reactivation — contact our support team for legitimate hardware migration.

Prohibited Activities

You must not reverse-engineer, decompile, or modify the Software; bypass, disable, or circumvent license, activation, or security mechanisms; use cracks, key generators, or similar workarounds; or attempt unauthorised access to our systems. Any such attempt may result in immediate suspension or termination of your license.

Confidentiality

You agree to take reasonable measures to protect confidential information relating to the Software, including license keys, activation details, and any non-public technical documentation we provide.

Compliance with Law

You are responsible for using the Software in compliance with all applicable laws — including tax, accounting, data protection, and other regulatory obligations applicable to your jewellery business.

Data Ownership

You retain full ownership of the business data you create in CaratOS ERP. We do not claim ownership of your records merely because the Software processes or stores them locally on your systems.

Backup Responsibility

Because CaratOS ERP operates primarily offline, you are solely responsible for maintaining regular, secure backups of your database. We strongly recommend keeping multiple backup copies in different, secure locations.

Data Loss Disclaimer

We are not responsible for data loss arising from hardware or storage-device failure, operating-system corruption, accidental deletion, unauthorised modification of application files, malware, power failure, theft, fire, or other events beyond our reasonable control. Maintaining adequate backups remains your responsibility.

Initial License Fee

The one-time Initial Software License Fee grants you the right to install and use the licensed version of CaratOS ERP. It is separate from, and does not include, Annual Maintenance Contract (AMC) charges beyond the complimentary first year.

Complimentary First-Year AMC

We provide the first year of AMC — covering maintenance, support, updates, and patches — free of charge from your license activation date. From the second year onward, continued access to these services requires payment and renewal of the applicable AMC.

Lapses & Reinstatement

If you skip one or more AMC renewal periods, you will not be automatically billed for the skipped periods simply to resume the Software. Reactivation, however, may require payment of the then-current AMC fee, applicable reinstatement charges, and — where necessary for security or compatibility — an update to the latest supported version.

Advanced AMC

Where you purchase an Advanced AMC or other enhanced support package, the additional services, features, or response commitments included are governed by the commercial terms we communicate to you at the time of purchase.

Software Updates

We may periodically release updates, patches, and new versions of CaratOS ERP. Availability depends on your license and AMC status; we do not guarantee that every update will include every requested feature or remain compatible with every third-party environment.

Technical Support

Support is provided according to your applicable license, AMC, or service plan, and may require reasonable access to system logs, configuration details, or screenshots so we can diagnose a reported issue.

Third-Party Software

CaratOS ERP may interact with operating systems, hardware, printers, scanners, payment services, or other third-party products. We are not responsible for failures, changes, or discontinuation of third-party products outside our reasonable control.

Company Continuity

Continued AMC, maintenance, and support depend on the Company's ongoing operations and the commercial arrangement between us. No future AMC payment becomes due solely because the Company ceases operations.

Permanent Cessation of Operations

If the Company permanently ceases business operations, we will have no ongoing obligation to provide licensing, AMC, or support services, except as required by law. Where technically feasible, we will disable or place the license-enforcement mechanism of existing installations into a permanent fallback state so you can continue using your installed version without further AMC payments — though without future updates, patches, or support. This does not transfer ownership of your business data to us; you remain responsible for your own backups and hardware.

No Warranty

CaratOS ERP is provided "as is" and "as available", without warranties of any kind, express or implied, including merchantability, fitness for a particular purpose, or non-infringement, except as required by applicable law.

Limitation of Liability

To the maximum extent permitted by law, ScalarThink Innovations Private Limited's aggregate liability arising out of or relating to this Agreement is limited to the license fees you paid in the twelve months preceding the event giving rise to the claim, and we are not liable for indirect, incidental, special, consequential, or exemplary loss, including loss of profit, business, goodwill, or data.

Indemnification

You agree to indemnify and hold the Company harmless from claims, losses, or damages arising from your misuse of the Software, violation of this Agreement, or breach of applicable law, except to the extent caused by our own gross negligence or wilful misconduct.

Your Business Responsibility

CaratOS ERP is a tool to assist your operations. You remain responsible for verifying transactions, accounting entries, inventory records, and tax and statutory compliance; the Software does not replace professional legal, accounting, or tax advice.

Termination for Breach

We may suspend or terminate your license, subject to applicable law, if you materially breach this Agreement — including unauthorised copying, license sharing or transfer, circumvention of security controls, or other misuse of the Software.

Effect of Termination

On termination, you must cease using the Software to the extent required by the applicable license terms. Termination does not affect provisions that by their nature survive it, including intellectual property, confidentiality, disclaimers, limitation of liability, and payment obligations.