Terms of service: Smargent

1. Who the agreement is between

These terms are between Big Ark Consulting Pvt. Ltd., a company incorporated in India (CIN U72900KA2021PTC154067), registered office 245, 3rd Main, 3rd Cross, 2nd Block, Thyagaraj Nagar, Bengaluru 560070, Karnataka, India ("we", "us"), and the business that signs up for or uses Smargent ("you"). The person accepting them confirms they may bind that business. Smargent is for businesses only, not consumers.

If we sign an order form or statement of work with you, it forms part of this agreement and wins where the two differ.

2. What we provide

The software: Smargent, an online back office for selling on several channels (catalog, orders, stock, purchasing, payouts and margin, tax), with AI agents that propose work for people to approve.
The operations service, if your plan includes it: our team in India runs agreed daily operations for you in Smargent, following written procedures we agree with you. The order form says which tasks, which channels and what hours.

We improve Smargent continually and may change how it works. We won't remove a feature you pay for without telling you in advance.

3. Pilots

A pilot lasts 30 days, for the channels and tasks we agree in writing.
The first three pilot customers pay nothing for their pilot. From the fourth pilot customer, the pilot costs half the monthly price of the plan it is on.
At the end of a pilot, you may stop and owe nothing more, or continue on a paid plan. A pilot doesn't renew into a paid plan unless you agree to it.
Features marked as early or preview are provided as they are, and may change or stop.

4. Fees and payment

Fees and the billing period are in your order form, in US dollars.
Fees are billed in advance for each period and due within 15 days of the invoice, unless the order form says otherwise. Fees don't include taxes; you pay any taxes on them except taxes on our income.
If an invoice is more than 30 days overdue, we may suspend the service after giving you 7 days' written notice. Suspension doesn't delete your data.
Costs charged by others, such as marketplace fees, shipping, payment processing or third-party apps you choose, are yours.

5. Accounts and access

Each person uses their own account. You decide who in your business has access and which role they have, and you keep sign-in details secret.
For the operations service, you give our team access to your channels in the way each channel provides for it (for example, a named user or collaborator account), not by sharing your own password.
Tell us at once if you think an account has been misused.

6. Your data

Your business data and your buyers' data are yours. You let us use them only to provide Smargent and the operations service to you, to keep them secure and to meet the law.
We handle personal data as your processor under our privacy policy, which forms part of this agreement. We do not sell it, use it for advertising, use it to train AI models, or combine it with other customers' data.
You confirm that you collected your buyers' data lawfully and may let us process it for these purposes, and that you will answer your buyers' requests about their data (we will help).
You can export your data at any time, and for 30 days after the agreement ends.

7. Agents, approvals and decisions

Smargent's AI agents make suggestions and prepare changes. They can be wrong. A change that needs approval under your rules is made only when a person approves it.
You set the approval rules, and you are responsible for the business decisions you or your people approve, such as prices, orders to suppliers and refunds.
Our operations team works within your procedures and approval rules. We are responsible for doing the agreed tasks with reasonable skill and care.
Smargent helps you prepare tax documents and accounting files, but it isn't tax or legal advice. You (and your accountant) remain responsible for your tax filings and registrations.

8. Channels you connect

Your use of Amazon, Shopify, Walmart and other channels is governed by your agreements with them. You must follow their terms, and so will we when we work in them for you.
We are not affiliated with or endorsed by any channel. Channels can change or limit their services, which may affect what Smargent can do; we will tell you when that happens and work around it where we can.
We follow each channel's rules for the data it gives us, including Amazon's Data Protection Policy and Shopify's API terms.

9. Acceptable use

You won't use Smargent to sell anything illegal, to break a channel's terms, to send spam, to process data you have no right to, to attack or overload the service, to get into anyone else's data, or to copy Smargent to build a competing product. We may suspend access that breaks these rules, telling you why.

10. Confidentiality

Each of us keeps the other's non-public information confidential, uses it only for this agreement, and shares it only with people who need it and are bound to keep it confidential. This doesn't cover information that is public, already known, independently developed, or that the law requires to be disclosed (with notice where allowed). It lasts during the agreement and for 3 years after, and for as long as information is a trade secret or personal data.

11. Ownership

We own Smargent, its software, its procedures and documentation, and improvements to them. You own your data and your content. If you send us suggestions, we may use them freely.

12. Warranties

We will provide Smargent and the operations service with reasonable skill and care and in line with this agreement and the law. Apart from that, and to the extent the law allows, Smargent is provided "as is": we don't promise it will be uninterrupted or error-free, or that agents' suggestions are correct.

13. Limits of liability

Neither of us is liable for indirect or consequential loss, or for lost profits, revenue or goodwill.
Each party's total liability under this agreement is limited to the fees you paid us in the 12 months before the event that caused the claim.
These limits don't apply to fraud, to your payment obligations, to breaches of confidentiality or data protection caused by wilful misconduct or gross negligence, or to anything the law doesn't allow to be limited.

14. Indemnities

We will defend you against a third party's claim that Smargent infringes their intellectual property, and pay what a court awards or we agree in settlement. You will defend us against a third party's claim arising from your products, your listings, or data you had no right to give us. The party asking must tell the other promptly and let them control the defence.

15. Ending the agreement

The agreement runs for the period in your order form and renews for the same period unless either of us gives 30 days' written notice. Without an order form, either of us can end it with 30 days' notice.
Either of us can end it at once if the other seriously breaks it and doesn't fix the breach within 30 days of written notice, or becomes insolvent.
When it ends, your access stops, you can export your data for 30 days, and we then delete it within the following 30 days, except what the law makes us keep. We remove our team's access to your channels, and you should remove it too.

16. Governing law and disputes

This agreement is governed by the laws of India. We will first try to settle any dispute by talking in good faith for 30 days. If that fails, the dispute will be finally settled by arbitration under the Arbitration and Conciliation Act, 1996, by a sole arbitrator appointed by agreement, seated in Bengaluru, India, in English. Subject to that, the courts at Bengaluru have exclusive jurisdiction. Either of us may ask any court for urgent interim relief.

17. General

Changes to these terms: we will tell you by email at least 30 days before a change that affects you takes effect. If you don't accept it, you can end the agreement before then.
Notices: by email, to the address on your account and to hello@smargent.app.
Events beyond control: neither of us is liable for delays caused by events outside reasonable control, such as a channel's outage.
Assignment: neither of us can transfer this agreement without the other's consent, except to a business that takes over all or most of our business.
Subcontractors: we may use subcontractors and the providers listed in our privacy policy, and we remain responsible for them.
Whole agreement: this agreement, with the privacy policy and any order form, is the whole agreement between us about Smargent. If a part of it can't be enforced, the rest still applies.