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Convogenie Master Subscription & Service Agreement (MSSA)

Version 1.0

This Master Subscription & Service Agreement ("Agreement" or "MSSA") is entered into between Convogenie Technologies Private Limited ("Convogenie"), a company incorporated under the laws of India, and the customer, subscriber, entity, organization, or individual purchasing or using Convogenie services ("Client").

This Agreement becomes effective upon acceptance of a quotation, subscription order, proforma invoice, tax invoice, payment link, online payment, renewal, or use of any Convogenie services ("Effective Date").

1. Service Overview

Convogenie provides cloud-based AI-powered business automation and lead management solutions including but not limited to:

Convogenie may enhance, modify, add, or remove features from time to time as part of product improvements.

2. Subscription Plans

Subscription plans may be offered on:

Subscription validity shall commence from the date of service activation.

Services shall automatically expire upon completion of the subscription period unless renewed.

Renewal is required to maintain uninterrupted access to services and historical platform functionality.

3. User Licenses

Unless otherwise specified in the commercial proposal:

Additional licenses may be purchased separately.

The Client shall be solely responsible for:

The Client shall remain liable for all activities performed through its licensed accounts.

4. Payment Terms

4.1 All subscriptions are payable in advance.

4.2 Services shall commence only upon receipt of payment.

4.3 All fees are non-transferable.

4.4 Prices are exclusive of taxes unless specifically stated otherwise.

4.5 Applicable GST shall be charged as per Indian law.

4.6 Failure to renew subscriptions before expiry may result in service suspension or loss of access.

4.7 Convogenie reserves the right to revise pricing for future subscription periods.

5. Onboarding, Implementation & Training

To initiate onboarding, the Client shall provide:

Convogenie shall provide:

Implementation timeline target:

Implementation timelines may be extended due to customer delays or third-party approval processes.

All onboarding sessions shall be conducted remotely unless otherwise agreed.

6. Service Levels & Customer Support

Support requests shall be submitted through designated support channels.

Standard support response target:

Support includes:

Support excludes:

Support hours may vary depending on subscription tier.

7. Customer Responsibilities

The Client agrees to:

The Client remains solely responsible for all communications sent using the platform.

8. AI Services & API Usage

Certain platform features require external AI services.

The Client shall:

Convogenie does not manage customer AI provider billing.

Interruptions caused by exhausted AI credits shall not be considered service failures.

9. WhatsApp Business Platform Charges

WhatsApp Business API conversations may attract separate charges.

Charges shall be governed by Meta's prevailing pricing policies.

Billing may occur through:

Charges are based on actual consumption.

Unused balances may be carried forward subject to applicable policies.

10. Refund Policy

Refund Eligibility

Customers may request a refund within 14 (fourteen) days from the date of payment.

Refund requests received after 14 days from the payment date will not be considered.

Refund Amount

A setup, onboarding, implementation, and training fee equivalent to 30% of the total subscription value shall be deducted from all approved refund requests.

The remaining 70% of the subscription value shall be refunded to the customer.

Refund Processing

Approved refunds will be processed through the original mode of payment wherever feasible.

Refund processing may take up to 15 (fifteen) working days from the date of approval.

Non-Refundable Period

No refund requests shall be accepted after the initial 14-day refund eligibility period.

By making payment for any Convogenie subscription or service, the customer acknowledges and agrees to the above refund policy.

11. AI Output Disclaimer

Artificial Intelligence systems operate probabilistically.

Convogenie does not guarantee:

The Client shall independently review and validate all AI-generated outputs before customer-facing use.

The Client assumes full responsibility for actions taken based on AI-generated content.

12. Third-Party Services

Convogenie relies upon third-party providers including but not limited to:

Temporary interruptions, outages, or service degradations caused by third-party providers shall not constitute a breach of this Agreement.

13. Privacy & Data Processing

Under applicable privacy regulations including India's Digital Personal Data Protection Act, 2023:

The Client warrants that all required customer consents have been obtained.

Convogenie shall process data only for delivering subscribed services.

14. Information Security

Convogenie shall maintain commercially reasonable administrative, technical, and organizational safeguards to protect customer information.

The Client acknowledges that no internet-based service can guarantee absolute security.

Convogenie shall not be liable for security incidents caused by customer negligence, compromised credentials, or third-party systems.

15. Service Modifications

Convogenie reserves the right to:

Reasonable notice shall be provided where practical.

16. Suspension & Termination

Convogenie may suspend or terminate services immediately if:

Suspension shall not relieve the Client of payment obligations.

17. Limitation of Liability

To the fullest extent permitted by law:

Convogenie's aggregate liability arising from any claim shall not exceed the subscription fees paid by the Client during the preceding three (3) months.

Convogenie shall not be liable for:

18. Force Majeure

Neither party shall be liable for delays or failures caused by events beyond reasonable control including:

Affected obligations shall be suspended during the Force Majeure event.

19. Confidentiality

Both parties shall maintain confidentiality regarding:

Confidential information shall not be disclosed except as required by law.

These obligations survive termination of this Agreement.

20. Governing Law & Jurisdiction

This Agreement shall be governed by the laws of India.

The courts located in Bengaluru, Karnataka shall have exclusive jurisdiction over any dispute arising under this Agreement.

Both parties agree to attempt amicable resolution prior to initiating legal proceedings.

21. Acceptance & Entire Agreement

This Agreement constitutes the complete understanding between Convogenie and the Client and supersedes all prior communications.

Acceptance of any quotation, proforma invoice, tax invoice, subscription order, renewal invoice, online payment link, payment gateway transaction, service activation, or continued use of services shall constitute full acceptance of this Agreement.

The Client acknowledges that it has read, understood, and agreed to all terms contained herein.

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