1. Definitions
In these Terms the following words have the meanings given here.
- “iotoms”, “we”, “us” and “our” mean the company that provides the Service and contracts with you under these Terms.
- “Service” means the iotoms platform in all its parts: the web console at console.iotoms.com, the iotoms field application, any application programming interfaces we make available, and the documentation and support that go with them.
- “Workspace” means the tenant we create for your business, containing your users, configuration and data.
- “Customer Data” means everything you or your users put into the Workspace or generate through it — customers, products, stock, routes, transactions, ledgers, documents and reports.
- “Users” means the people you authorise to access the Workspace, including your employees, drivers and contractors.
- “Plan” means the subscription tier you have purchased, as described at iotoms.com/#pricing at the time of purchase.
- “Personal Data” has the meaning given in applicable data protection law, including the Digital Personal Data Protection Act, 2023 and, where it applies to you, the General Data Protection Regulation.
2. Acceptance and eligibility
These Terms of Service (the “Terms”) are a binding agreement between you and iotoms. By creating a Workspace, subscribing to a Plan, or accessing the Service in any way, you accept these Terms.
If you accept these Terms on behalf of a business, you confirm that you have authority to bind that business, and “you” means that business. You must be at least 18 years old and legally capable of entering into contracts.
If you do not agree to these Terms, do not use the Service.
3. The service we provide
iotoms is a distribution management platform. It covers routes, vehicles and customer stores; inventory including catch-weight stock measured by weight; field sales through an offline-first mobile application; point of sale; procurement; accounting and reporting; and an assistant that answers questions from data in your Workspace.
We improve and extend the Service continuously, and features may change. We will not materially reduce the core functionality of a Plan you are paying for during your paid term without giving you notice and, if the reduction materially disadvantages you, the option to cancel and receive a pro-rata refund of the unused period.
Some features depend on your Plan, on configuration, or on hardware you supply (scales, printers, mobile devices). We do not warrant that the Service is compatible with hardware we have not specified.
4. Accounts, users and security
You are responsible for the accuracy of the information you give us, for everything done under your Workspace, and for your Users’ compliance with these Terms.
Credentials are personal to each User. Seats and devices must not be shared or rotated in a way that circumvents the limits of your Plan. You are responsible for keeping credentials confidential and for promptly disabling access for people who leave your business.
Tell us without undue delay at support@iotoms.com if you know or suspect that credentials have been lost or misused, or that your Workspace has been accessed without authorisation.
5. Plans, fees and taxes
The Service is sold on subscription. The Route plan is billed per van per month and the Fleet plan is billed as a flat monthly amount, at the prices published at iotoms.com at the time of purchase.
Fees are payable in advance for each billing period and, except where these Terms or the law say otherwise, are non-refundable. Adding vans or seats mid-period is charged pro-rata; removing them takes effect at the next renewal.
Prices stated exclude taxes. You are responsible for goods and services tax and any other applicable taxes, levies or duties, other than taxes on our income. Where we are required to collect tax, it is added to your invoice at the applicable rate.
We may change prices. Changes apply from your next billing period and never retroactively, and we will give you at least thirty (30) days’ notice before a price change takes effect. If you do not accept the new price you may cancel before it applies.
If an invoice remains unpaid, we will tell you and give you a reasonable period to pay. If it remains unpaid after that period we may suspend the Workspace until payment is received.
6. Trials, pilots and beta features
We may offer free trials, pilots or proof-of-concept periods. Unless we agree otherwise in writing, these are provided without charge, without any service commitment, and may be ended by either side at any time.
Features labelled beta, preview or early access are provided for evaluation. They may change or be withdrawn, they are excluded from any availability commitment, and they are provided without warranty of any kind.
7. Your data and the licence you give us
Customer Data belongs to you. Nothing in these Terms transfers ownership of it to us.
You grant us a non-exclusive, worldwide licence to host, copy, transmit, display and process Customer Data strictly to the extent needed to operate, secure and support the Service for you, and to comply with the law. That licence ends when the data is deleted.
We do not sell Customer Data. We do not share it with third parties for their own marketing. We do not use the contents of your Workspace to train generally available machine-learning models.
We may generate aggregated, de-identified statistics about how the Service is used — figures that cannot reasonably be used to identify you, your Users or your customers — and use them to operate and improve the Service.
You are responsible for the lawfulness of Customer Data: that you have the rights and, where required, the consents needed for us to process it as described in these Terms and in the Privacy Policy.
8. Privacy and data protection
Our handling of personal data is described in the Privacy Policy at iotoms.com/privacy, which forms part of these Terms.
Where Customer Data includes personal data about your own customers or staff, you determine why and how it is processed and we process it on your instructions as set out in these Terms. Where the law requires a separate data processing agreement between us, we will enter into one on request.
Each side will comply with the data protection laws that apply to it, including the Digital Personal Data Protection Act, 2023 and, where applicable, the General Data Protection Regulation.
If we become aware of a personal data breach affecting your Workspace, we will notify you without undue delay and give you the information you reasonably need to meet your own notification obligations.
9. Acceptable use
You agree not to use the Service to do any of the following.
- Break the law, or infringe the intellectual property, privacy or other rights of anyone else.
- Upload or distribute malicious code, or anything designed to disrupt or damage software, hardware or communications equipment.
- Send unsolicited bulk messages, or use contact data in the Service for marketing that the recipient has not agreed to.
- Reverse engineer, decompile or attempt to derive the source code of the Service, except where that restriction is prohibited by law.
- Resell, sublicense, rent or provide the Service to third parties, other than under a written partner agreement with us.
- Probe, scan or test the security of the Service, or defeat or circumvent any access control, rate limit or authentication mechanism.
- Place a load on the Service that is unreasonable or disproportionate compared with normal use, including through automated access outside our documented interfaces.
- Store or process data you are not permitted to hold, or use the Service in a way that puts us in breach of a law or a third-party obligation.
If your use of the Service threatens the security, integrity or availability of the Service or of other customers, we may take immediate action proportionate to the threat, including suspending the affected access. We will tell you as soon as we reasonably can and work with you to restore normal service.
10. Third-party services
The Service can connect to products we do not control — accounting suites, payment providers, messaging platforms, scale and printer hardware, and others. Those connections are made at your choice and your use of them is governed by their own terms.
We are not responsible for third-party products, for their availability, or for what they do with data you instruct us to send them. Removing or changing an integration because a third party has changed or withdrawn its interface is not a breach of these Terms.
11. Availability, support and maintenance
We work to keep the Service available at all times, and the field application is built offline-first so route selling continues when connectivity does not.
Planned maintenance is scheduled outside peak trading hours where practical and announced in advance. Emergency maintenance may be carried out without notice where needed to protect security or data integrity.
Support is provided through the channels listed at iotoms.com/support. Unless we have signed a separate service level agreement with you, support response times are targets rather than contractual commitments, and no uptime percentage is guaranteed.
12. Intellectual property
The Service — including its software, interfaces, design, documentation, and the iotoms name and marks — is and remains our property or that of our licensors. These Terms grant you a limited, non-exclusive, non-transferable, revocable right to use the Service for your own business operations for as long as your subscription is active, and nothing more.
If you send us feedback, suggestions or ideas about the Service, we may use them without restriction and without owing you any payment or attribution. This does not give us any right to Customer Data.
13. Confidentiality
Each side may receive information from the other that is marked confidential or that a reasonable person would understand to be confidential. Each side will protect the other’s confidential information with at least the care it uses for its own, and will use it only to perform these Terms.
These obligations do not apply to information that is or becomes public without breach, that the receiving side already held without a duty of confidence, that it develops independently, or that it is required by law or a court to disclose — in which case it will, where lawful, give the other side notice in time to seek protection.
14. Term, suspension and termination
These Terms run from the moment you first accept them until all subscriptions have ended and the Workspace has been closed.
You may cancel at any time. Cancellation takes effect at the end of the period you have already paid for, and you keep access until then.
We may suspend or terminate your access for material breach of these Terms — including non-payment after notice, or conduct within the acceptable use clause that we have asked you to stop. Except where the breach requires immediate action to protect the Service, other customers or the law, we will give you notice and a reasonable opportunity to fix the problem first.
Either side may terminate immediately if the other becomes insolvent, enters liquidation or has a receiver appointed over a substantial part of its assets.
15. Export and deletion after termination
You can export Customer Data from the Service at any time while your subscription is active. Export the data you need before your access ends.
After termination we retain Workspace data for ninety (90) days so you can reactivate or request an export. During that window you may ask us in writing for an export and we will provide it in a machine-readable format.
After the ninety (90) day window, Workspace data may be permanently deleted and cannot be recovered. We may retain data for longer only where the law requires it, or in routine backups that are cycled out in the ordinary course, and anything retained stays subject to the confidentiality and privacy obligations in these Terms.
16. Warranties and disclaimers
We warrant that we will provide the Service with reasonable skill and care, and that we have the right to grant the rights we grant here.
Apart from that warranty, and to the maximum extent permitted by law, the Service is provided “as is” and “as available”, and we exclude all other warranties, conditions and representations, whether express or implied, including implied warranties of merchantability, fitness for a particular purpose, and non-infringement.
In particular we do not warrant that the Service will be uninterrupted or error-free, that defects will be corrected within any specific time, or that the Service will meet requirements we have not agreed in writing.
The Service supports your bookkeeping and operations. It is not accounting, tax or legal advice, and it does not replace your own review of your books, filings and statutory obligations. You remain responsible for the accuracy of what you file and report.
Nothing in these Terms excludes or limits liability that cannot lawfully be excluded or limited, including liability for death or personal injury caused by negligence, or for fraud or fraudulent misrepresentation.
17. Indemnity
You will defend us against any third-party claim arising from Customer Data or from your use of the Service in breach of these Terms, and will pay any damages finally awarded or agreed in settlement of such a claim, provided we notify you of the claim promptly, give you control of the defence, and give you reasonable assistance at your cost.
We will defend you against any third-party claim that the Service as provided by us infringes that party’s intellectual property rights, on the same conditions. If such a claim is made or is likely, we may modify the Service, obtain a licence for you to continue using it, or terminate the affected subscription and refund the unused portion of prepaid fees. That is our entire liability for intellectual property infringement.
18. Limitation of liability
To the maximum extent permitted by law, neither side is liable for indirect, incidental, special or consequential loss, or for loss of profits, revenue, anticipated savings, goodwill or business opportunity, however caused, even if advised that such loss was possible.
To the maximum extent permitted by law, our total aggregate liability arising out of or relating to the Service and these Terms — whether in contract, tort including negligence, or otherwise — is limited to the total fees you paid us in the twelve (12) months immediately before the event giving rise to the claim.
Because you can export your data at any time, and because the field application holds data locally, you are responsible for keeping your own copies of anything you cannot afford to lose. Our liability for lost data is limited as set out above.
These limits do not apply to your obligation to pay fees, to either side’s indemnity obligations, or to liability that cannot lawfully be limited.
19. Force majeure
Neither side is liable for failure or delay in performing its obligations — other than an obligation to pay money — caused by events beyond its reasonable control, including natural disasters, war, civil unrest, epidemics, industrial action, failures of public telecommunications or power networks, and acts of government. The affected side will tell the other as soon as practicable and will resume performance as soon as it reasonably can.
20. Changes to these terms
We may update these Terms as the Service and the law develop. Where a change is material we will give you at least fourteen (14) days’ notice by email or in the console before it takes effect, and the “last updated” date at the top of this page will change.
Continuing to use the Service after a change takes effect means you accept the updated Terms. If you do not accept them, you may cancel before the change takes effect and we will refund the unused portion of any prepaid period.
21. Assignment
You may not assign or transfer these Terms, or any rights under them, without our prior written consent, which we will not unreasonably withhold. We may assign these Terms to an affiliate, or in connection with a merger, acquisition or sale of all or substantially all of our assets, on notice to you. Any attempted transfer in breach of this clause is void.
22. Notices
Legal notices to you may be sent to the email address on your account or posted in the console, and are treated as received on the day they are sent or posted. Keep your account email address current.
Legal notices to us must be sent to info@iotoms.com and, where these Terms or the law require notice in writing to a registered address, also to our registered office.
23. Governing law and disputes
These Terms and any dispute arising out of them or the Service are governed by the laws of India, without regard to conflict-of-law rules.
Before starting formal proceedings, each side agrees to raise the dispute in writing and to try in good faith to resolve it through discussion for thirty (30) days. Many disputes are resolved faster this way than through litigation.
If the dispute is not resolved in that period, it is subject to the exclusive jurisdiction of the competent courts in India. Nothing in this clause prevents either side from seeking urgent injunctive relief from any court of competent jurisdiction to protect its intellectual property or confidential information.
24. General
These Terms, together with the Privacy Policy and any order form or written agreement signed by both sides, are the entire agreement between us about the Service and replace all earlier discussions and representations about it. Where a signed agreement conflicts with these Terms, the signed agreement prevails.
If any provision is found to be unenforceable, it is modified to the minimum extent needed to make it enforceable, or severed if that is not possible, and the rest of the Terms continue in force.
A failure or delay in enforcing a right is not a waiver of it, and a waiver on one occasion does not waive it on another.
Nothing in these Terms creates a partnership, joint venture, employment or agency relationship between us, and neither side may bind the other.
The clauses on your data, privacy, intellectual property, confidentiality, export and deletion, warranties, indemnity, limitation of liability, governing law and this general clause survive termination.
25. Contact
Questions about these Terms should be sent to info@iotoms.com. For help with the Service, see iotoms.com/support or write to support@iotoms.com.