ClubOSCustomerAgreement

1. Definitions

"Customer Data" means data the Customer or its members/users submit to the Services (member records, media, documents, payments metadata). "Authorised Users" are people the Customer permits to use the console (admins, committee, staff). "Subscription" is the plan, term, and modules the Customer selects. "End Members" are the Customer's own members who use the public site and member features.

2. The Services & provision

We grant the Customer a non-exclusive, non-transferable right to access and use the Services during the Subscription term for the Customer's own club-management purposes. We host, operate, maintain, and update the Services. We may enhance or modify features provided we do not materially reduce core functionality of a paid plan during a paid term.

Availability targets and support channels (email/WhatsApp) are provided on a commercially reasonable basis. Planned maintenance will be scheduled to minimise disruption where practicable.

3. Roles — controller & processor (data protection)

As between the parties, the Customer is the data controller (or equivalent) of Customer Data and End Member personal data; PRODM IT Solutions is the processor and processes Customer Data only to provide the Services and on the Customer's documented instructions, consistent with the Digital Personal Data Protection Act, 2023 and the Privacy Policy.

The Customer is responsible for (a) obtaining any consents/notices required from its End Members, (b) the accuracy and lawfulness of Customer Data, and (c) configuring roles, modules, and access appropriately. We maintain reasonable technical and organisational security measures and use vetted sub-processors (hosting, storage, email, payments) under confidentiality obligations.

We will notify the Customer without undue delay after becoming aware of a personal-data breach affecting Customer Data, and assist the Customer with its own notification obligations.

4. Subscriptions, fees, taxes & billing

Fees are the plan and per-module prices shown at sign-up or in the console (curated bundle or build-your-own base fee plus selected modules), billed monthly or annually as selected. Prices are in Indian Rupees (₹) and exclusive of applicable taxes (e.g. GST), which the Customer will pay.

Online payments are processed by our payment partner (Razorpay), with UPI offered as the default method alongside cards, net-banking, and wallets. The Customer authorises recurring charges for its chosen term. Except where required by law or expressly stated, fees are non-refundable; downgrades take effect at the next renewal.

We may revise prices for a renewal term on at least 30 days' notice before the renewal date. [Insert billing entity, GSTIN, and invoicing details.]

5. Plans, storage & fair use

Each plan includes a defined storage allowance (1 GB Free to 200 GB Enterprise) and member capacity; no plan is 'unlimited'. Usage is visible in the dashboard, and uploads may be blocked once the allowance is reached until the Customer upgrades or buys additional storage. Bandwidth is for normal club use and may be rate-limited only after we reach out.

6. Customer responsibilities & acceptable use

The Customer is responsible for its Authorised Users' actions, for keeping credentials secure, and for its content and members. The Customer will not use the Services unlawfully, infringe third-party rights, upload harmful or unlawful content, attempt unauthorised access, resell the Services without authorisation, or use them to build a competing product.

7. Intellectual property

The Services, ClubOS software, platform, and design are and remain the property of PRODM IT Solutions. Customer Data and the Customer's own branding remain the Customer's property; the Customer grants us a limited licence to host and process it to provide the Services. Feedback you give may be used to improve the Services without restriction.

8. Confidentiality

Each party will protect the other's non-public information disclosed under this Agreement with reasonable care, use it only to perform under this Agreement, and not disclose it except to personnel or sub-processors bound by confidentiality, or as required by law.

9. Warranties & disclaimers

Each party warrants it has authority to enter this Agreement. Except as expressly stated, the Services are provided "as is" and "as available" without warranties of any kind to the fullest extent permitted by law; we do not warrant the Services will be uninterrupted or error-free.

10. Limitation of liability

To the maximum extent permitted by law, neither party is liable for indirect, incidental, special, or consequential loss, or loss of profit, data, or goodwill. Each party's total aggregate liability arising out of or related to this Agreement is limited to the fees paid or payable by the Customer for the Services in the 12 months preceding the event giving rise to the claim. Nothing limits liability that cannot be limited by law (e.g. fraud or wilful misconduct).

11. Indemnity

The Customer will indemnify and hold us harmless against third-party claims arising from Customer Data, its End Members, or its breach of this Agreement, to the extent permitted by law. We will defend the Customer against third-party claims that the ClubOS software itself infringes IP rights, subject to prompt notice and control of the defence.

12. Term, termination, export & deletion

This Agreement runs for the Subscription term and renews for like terms unless either party cancels before renewal. Either party may terminate for material breach not cured within 30 days of notice, or if the other becomes insolvent.

On termination, access ends and the Customer may export its Customer Data for a limited window; thereafter we will delete or anonymise Customer Data in the ordinary course, except records we must retain by law. Accrued fees remain payable.

13. Suspension

We may suspend the Services for non-payment, a security or legal risk, or a serious breach of the acceptable-use terms, using reasonable efforts to notify the Customer and limit the suspension's scope.

14. Governing law & disputes

This Agreement is governed by the laws of India. The courts at Chennai, Tamil Nadu, India have exclusive jurisdiction, subject to any written arbitration agreement. The parties will first attempt good-faith resolution. [Insert arbitration seat/rules if applicable.]

15. General

This Agreement, with the plan details, Terms, and Privacy Policy, is the entire agreement between the parties and supersedes prior discussions. We may update this Agreement on notice; continued use after the effective date constitutes acceptance, and material changes require re-acceptance in the console. Neither party may assign it without the other's consent, except to a successor of its business. Questions? Contact contact@prodmitsolutions.com.