Terms of Service

Last Updated: August 5, 2026

Effective Date: Immediate upon posting or account creation.

1. Acceptance of Terms & Corporate Entity

This Master Terms of Service agreement ("Terms", "Agreement") is a legally binding contract entered into between Systenics Solutions LLP ("Company", "Systenics", "we", "our", "us"), a limited liability partnership organized under the laws of India, having its principal office at The Affaires, Unit #F-1, 1st Floor, Plot #9, Sector - 17, Opp. Bhumiraj Costarica, Sanpada, Navi Mumbai - 400705, Maharashtra, India, and you ("Client", "User", "you", "your"), governing your access to and use of the WHMSPro platform, website (whmspro.com), APIs, and associated Software-as-a-Service (SaaS) products (collectively, the "Service", "Platform", or "SOFTWARE").

By registering an account, clicking "I Agree", or accessing the Service, you represent and warrant that:

  1. You have read, understood, and agreed to be bound by these Terms and our Privacy Policy;
  2. You are executing this Agreement on behalf of a valid corporate entity or business enterprise and possess full legal authority to bind such entity; and
  3. You are at least eighteen (18) years of age.

IF YOU DO NOT AGREE TO THESE TERMS, YOU ARE STRICTLY PROHIBITED FROM ACCESSING OR USING THE WHMSPRO PLATFORM.

2. Description of Service & Enterprise License Grant

A. SaaS Platform Overview

WHMSPro provides an enterprise-grade cloud-based complete business process management system which includes a warehouse management system (WMS), enabling modern teams to manage end-to-end business workflows, multi-warehouse storage, order lifecycle tracking, custom permission roles, UPC/QR/barcode verification, and traceable inventory movements across locations.

B. Enterprise License Grant

Subject to your strict compliance with these Terms and timely payment of applicable setup and subscription fees, Systenics Solutions LLP grants you a limited, non-exclusive, non-transferable, revocable license to access and use the WHMSPro SaaS platform solely for your internal business enterprise process and warehouse management operations during the active subscription term.

3. Core Proprietary Terms, Intellectual Property & Licensing Restrictions

The WHMSPro SOFTWARE and SaaS platform are delivered under a strict legal framework governed by the following proprietary and licensing terms:

A. Derivative Works & Competing Products Prohibited

You are strictly prohibited from using the SOFTWARE, its source code, architecture, workflow, features, database schema, or interface design as a functional basis, blueprint, or inspiration for creating, building, developing, or marketing a competing software product or derivative works.

B. Prohibition on Reverse Engineering

You shall not reverse engineer, decompile, disassemble, translate, decipher, decrypt, or otherwise attempt to derive the underlying source code, algorithms, data structures, or proprietary mechanics of the WHMSPro SOFTWARE platform.

C. Ownership Rights

Systenics Solutions LLP retains full legal title, intellectual property rights, copyrights, trademarks, trade secrets, and absolute legal ownership over the WHMSPro SOFTWARE, platform architecture, updates, patches, custom code enhancements, user interface designs, technical documentation, and all related proprietary materials. You acquire no ownership rights under this Agreement other than the limited access license granted herein.

D. Discretionary License Transfers

Any transfer, assignment, sub-licensing, sharing, or delegation of your user access rights, subscription licenses, or account credentials is strictly subject to the prior written review and sole, absolute discretion of Systenics Solutions LLP. Unauthorized license transfers are void and constitute a material breach of this Agreement.

4. Account Registration, Access Credentials & Security

  • Account Registration: Accounts are provisioned through technical onboarding or authorized support channels (info@whmspro.com). You must provide accurate, current, and complete corporate registration details (including legal business name, tax registration number, and corporate email addresses).
  • Credential Protection: You are solely responsible for maintaining the confidentiality of administrative and employee user credentials (usernames, passwords, API tokens). You are fully liable for all activities, data transactions, and operations executed under your account credentials.
  • Unauthorized Access Notification: You must immediately notify our technical support team upon discovering any unauthorized credential access or security breach.

5. Acceptable Use Policy & Mandatory Statutory Restrictions

You agree to use WHMSPro strictly for lawful enterprise purposes.

A. Technical Acceptable Use

You shall not, directly or indirectly:

  1. Frame, mirror, license, sell, re-sell, lease, or commercially exploit the platform to third parties;
  2. Use automated bots, scrapers, crawlers, or unauthorized scripts to extract data or interact with the platform;
  3. Circumvent authentication, security controls, rate limits, or usage caps; or
  4. Use the Service for malicious data injection or denial-of-service attempts.

B. Mandatory Content Restrictions under IT Intermediary Rules, 2021

In compliance with Rule 3(1)(b) of the Information Technology (Intermediary Guidelines and Digital Media Ethics Code) Rules, 2021, you agree that you shall NOT host, display, upload, modify, publish, transmit, store, update, or share any information or data on WHMSPro that:

  1. Belongs to another person and to which you do not have any legal right;
  2. Is defamatory, obscene, pornographic, pedophilic, invasive of another's privacy, insulting or harassing on the basis of gender, libelous, racially or ethnically objectionable;
  3. Is harmful to minors in any way;
  4. Infringes any patent, trademark, copyright, or other proprietary rights of third parties;
  5. Violates any law for the time being in force in India or your operating jurisdiction (including laws governing illegal goods, counterfeit stock, or fraudulent tax documentation);
  6. Deceives or misleads the addressee about the origin of the message or knowingly communicates misinforming or misleading information;
  7. Contains software viruses, malware, trojan horses, or any other computer code designed to interrupt, destroy, or limit the functionality of any computer resource; or
  8. Threatens the unity, integrity, defense, security, or sovereignty of India, friendly relations with foreign states, or public order.

6. Data Ownership & Privacy Policy Integration

A. User Data Ownership

You retain sole and exclusive legal title, ownership, and intellectual property rights over all operational business data, inventory records, customer files, order details, and operational information uploaded to WHMSPro ("Client Data"). We do not claim ownership over your Client Data.

B. Limited Processing License

You grant Systenics Solutions LLP a non-exclusive, worldwide, royalty-free, limited license to host, process, cache, display, and transmit Client Data solely to the extent necessary to deliver, maintain, secure, and support the WHMSPro SaaS service.

C. Digital Personal Data Protection (DPDP) Act, 2023 Compliance

  • Roles: For personal data uploaded to WHMSPro, the Enterprise Client acts as the Data Fiduciary and Systenics Solutions LLP acts strictly as a Data Processor under the DPDP Act, 2023.
  • Consent Warranty: You warrant that you have provided all mandatory statutory notices and obtained all required explicit consents from your personnel before uploading their personal data to WHMSPro.
  • Privacy Policy Reference: All personal data processing, security practices, and statutory Data Principal rights are governed by our WHMSPro Privacy Policy, which is incorporated herein by reference.

D. Data Retention & 90-Day Grace Period

If your subscription lapses or is terminated, a mandatory ninety (90) day grace period applies during which your data remains read-only solely for account recovery or subscription reactivation. Upon the expiration of the 90-day grace period, all Client Data will be permanently purged in accordance with our Privacy Policy.

7. Payment Terms, USD Billing, Taxes & Refund Policy

A. Pricing, Setup Fees & Currency

  • A non-refundable setup fee is applicable if integration is required with any third-party auction or e-commerce service provider.
  • Subscription fees are calculated based on the designated pricing plan, active user seats, and feature tier selected during onboarding.
  • All fees are quoted, billed, and payable exclusively in US Dollars (USD).

B. Tax Responsibilities & International USD Payments

All quoted fees are net of statutory taxes, duties, levies, or withholdings.

  • Global USD Billing: All clients accessing WHMSPro pay in US Dollars (USD).
  • Tax Responsibilities: You are solely responsible for paying any and all applicable local, state, national, or international taxes, value-added taxes (VAT), sales tax, goods and services tax (GST), tariffs, duties, or withholding taxes imposed by tax authorities in your operating jurisdiction.
  • No Withholding Deductions: Fees payable to Systenics Solutions LLP shall be paid in full without any set-off, counterclaim, or deduction for local withholding taxes or banking transfer charges. If local law compels you to withhold any tax, you shall gross up the payment so that Systenics Solutions LLP receives the full quoted USD fee amount.
  • Export Supplies: For Indian statutory purposes, services supplied to foreign clients paying in convertible foreign exchange (USD) are treated as Zero-Rated Export of Services under Indian tax regulations (Letter of Undertaking / LUT framework).

C. Pre-payment & Billing Cycles

  • Platform access is billed on a pre-paid basis (monthly or annually). Payments for setup and subscription fees must complete successfully prior to account provisioning or renewal.
  • Failure to pay setup and subscription fees when due may result in immediate account suspension or service restriction.

D. Refund Policy

  • Non-refundable Fees: All setup and subscription fees paid are non-refundable once processing or service provisioning has commenced.
  • System Error Refunds: If a billing error or failed transaction occurs due to a technical error on our platform, refund requests must be submitted in writing to info@whmspro.com within seven (7) business days of the transaction date for evaluation.

8. Service Availability, Technical Limitations & Maintenance

A. Service Availability Goal

Systenics Solutions LLP makes commercially reasonable efforts to maintain high platform availability and system uptime for WHMSPro.

B. Scheduled Maintenance & Modifications

We reserve the right to perform routine or emergency system maintenance, software updates, or infrastructure upgrades. We will make reasonable efforts to announce scheduled maintenance in advance. We reserve the right to modify, replace, or update features or user interface components with notice.

C. Usage Limits & System Safeguards

We reserve the right to apply technical usage safeguards, including rate-limiting API requests, storage volume caps, database file size limits, and concurrent session limits, to preserve platform stability and fair usage across enterprise clients.

9. Confidentiality & Non-Disclosure

  • Confidential Information: "Confidential Information" means all non-public technical, financial, business, operational, or software information disclosed by one party ("Disclosing Party") to the other ("Receiving Party").
  • Protection Obligations: The Receiving Party agrees to protect Confidential Information using the same degree of care it uses for its own confidential data (and no less than reasonable care), and shall not disclose Confidential Information to third parties except to authorized employees or contractors under strict confidentiality obligations.

10. Disclaimers of Warranties & Limitation of Liability

A. Disclaimer of Warranties

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE WHMSPRO PLATFORM AND SOFTWARE ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. SYSTENICS SOLUTIONS LLP EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, ACCURACY, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, 100% ERROR-FREE, OR THAT INVENTORY DISCREPANCIES WILL NOT OCCUR. USERS ARE SOLELY RESPONSIBLE FOR VERIFYING OPERATIONAL DATA.

B. Limitation of Liability: Exclusion of Indirect, Special, and Consequential Damages

IN NO EVENT SHALL SYSTENICS SOLUTIONS LLP, WHMSPRO, ITS PARTNERS, OFFICERS, EMPLOYEES, AGENTS, OR LICENSORS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF SAVINGS, LOSS OF DATA, BUSINESS INTERRUPTION, REPUTATIONAL DAMAGE, OR BUSINESS/WAREHOUSE OPERATIONAL DISRUPTIONS, ARISING OUT OF OR IN CONNECTION WITH THE USE OR INABILITY TO USE THE PLATFORM OR SOFTWARE, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE), EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

C. Maximum Aggregate Direct Liability Cap

NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THESE TERMS OR ANY OTHER AGREEMENT, THE TOTAL AGGREGATE LIABILITY OF SYSTENICS SOLUTIONS LLP AND WHMSPRO FOR ALL CLAIMS, DEMANDS, LOSSES, CAUSES OF ACTION, OR DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE SOFTWARE, OR THE SERVICE SHALL BE STRICTLY LIMITED TO THE ACTUAL SETUP AND SUBSCRIPTION FEES PAID BY YOU TO SYSTENICS SOLUTIONS LLP FOR ACCESS TO WHMSPRO IN THE ONE (1) MONTH IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO LIABILITY, OR USD 100 (WHICHEVER IS LESS).

11. Client Indemnification

You agree to defend, indemnify, and hold harmless Systenics Solutions LLP, WHMSPro, its partners, officers, directors, employees, contractors, and agents from and against any and all third-party claims, lawsuits, administrative proceedings, liabilities, losses, damages, penalties, costs, and expenses (including reasonable attorneys' fees) arising out of or related to:

  1. Your breach of these Terms, Acceptable Use Policies, or applicable laws;
  2. Any Client Data or content uploaded to WHMSPro without proper authorization or statutory consent;
  3. Infringement of any third-party intellectual property, privacy, or proprietary rights resulting from your data;
  4. Violation of statutory tax or warehouse inventory regulatory compliance by your business; or
  5. Unauthorized access or credential misuse by your administrative or end-user personnel.

12. Term, Account Suspension & Termination

A. Term

These Terms commence on the date of account creation or onboarding and remain in full force throughout your active setup and subscription term until terminated.

B. Termination by You

You may terminate your account at any time by written notice or through account management settings. Termination shall take effect at the conclusion of the active billing period. Paid setup and subscription fees remain non-refundable.

C. Termination or Suspension by Us

Systenics Solutions LLP may suspend or terminate your account immediately without prior notice if:

  1. You breach any provision of these Terms or the Acceptable Use Policy;
  2. You fail to pay setup and subscription fees when due;
  3. You engage in fraudulent, illegal, or abusive conduct; or
  4. We are compelled by law enforcement or statutory regulatory order.

D. Effect of Termination & 90-Day Grace Period

Upon termination, your right to access WHMSPro ceases immediately. A mandatory 90-day grace period applies during which Client Data remains read-only solely for subscription reactivation or account recovery, following which all Client Data will be permanently purged in accordance with our Privacy Policy.

13. Force Majeure

Neither party shall be liable for any failure or delay in performing its obligations under these Terms (except for payment obligations) resulting from events beyond its reasonable control, including acts of God, natural disasters, epidemics, wars, terrorism, riots, labor strikes, failure of public utility networks, major cloud service provider infrastructure outages (e.g., AWS/Azure/GCP outages), cyber-attacks, or government restrictions.

14. Statutory Grievance Redressal Officer & Complaint Mechanism

In compliance with Rule 3(2) of the Information Technology (Intermediary Guidelines and Digital Media Ethics Code) Rules, 2021 and Section 12 of the DPDP Act, 2023, the Designated Grievance Officer for WHMSPro / Systenics Solutions LLP is published below:

  • Title: Designated Grievance & Data Protection Officer
  • Company: Systenics Solutions LLP (WHMSPro Division)
  • Physical Office Address: The Affaires, Unit #F-1, 1st Floor, Plot #9, Sector - 17, Opp. Bhumiraj Costarica, Sanpada, Navi Mumbai - 400705, Maharashtra, India.
  • Grievance Email: info@whmspro.com

Complaint Resolution Timeline

  • Acknowledgement: Complaints will be acknowledged within forty-eight (48) business hours of receipt.
  • Resolution: Valid grievances will be formally investigated and resolved within fifteen (15) business days of receipt.

15. Governing Law, Exclusive Jurisdiction & Mandatory Arbitration

  • Governing Law: These Terms and any dispute arising hereunder shall be governed by and construed in accordance with the substantive laws of the Republic of India.
  • Exclusive Jurisdiction: Subject to arbitration below, the courts located in Mumbai, Maharashtra, India shall have exclusive jurisdiction over all disputes or legal proceedings arising out of or relating to these Terms, the SOFTWARE, or WHMSPro.
  • Mandatory Arbitration: Any dispute, claim, or controversy arising out of or in connection with these Terms, including any question regarding its existence, validity, or termination, shall be referred to and finally resolved by binding arbitration under the Arbitration and Conciliation Act, 1996 (as amended). The arbitration tribunal shall consist of a sole arbitrator appointed mutually by Systenics Solutions LLP and the Client. The seat and venue of arbitration shall be Mumbai, India, and the language of arbitration shall be English.

16. Changes to Terms & Miscellaneous

A. Modifications to Terms

Systenics Solutions LLP reserves the right to modify these Terms at any time by posting the updated version on whmspro.com. Material changes will be communicated via email or platform notification. Continued use of the platform following updates constitutes acceptance of revised Terms.

B. Severability

If any provision of these Terms is held invalid or unenforceable by a court of competent jurisdiction, such provision shall be severed, and the remaining provisions shall remain in full force and effect.

C. Entire Agreement

These Terms, together with our Privacy Policy and any executed billing orders, constitute the entire agreement between you and Systenics Solutions LLP regarding the WHMSPro platform, superseding all prior oral or written agreements.

For questions regarding these Master Terms of Service, contact us at info@whmspro.com.