Terms of Service

Please read this Agreement carefully. You must accept it before Flyer POS can be installed.

1. Parties and Definitions

This Agreement is between SOILNEST PVT LTD ("Vendor") and the restaurant business named on the signed order form or on the activation record ("Customer").

"Software" means the Flyer POS point-of-sale application licensed to Customer, including its server application, Android applications, and installer.

"Customer Data" means all sales, billing, tax, staff, customer and operational records generated or stored by the Software on Customer's hardware.

"Licence Key" means the device-bound activation key issued by Vendor authorising use of the Software for a defined period.

"Order Form" means the document signed by Customer at onboarding setting out the fees, licence term, seat allowance and outlet covered by this Agreement.

"Trial Licence" means a time-limited Licence Key issued by Vendor free of charge for evaluation purposes.

"Outlet" means a single business establishment at a single physical address. Each separately operated outlet, branch, location, franchise location or establishment constitutes a separate Outlet for licensing purposes, regardless of common ownership or management.

2. Nature of the Licence

Vendor grants Customer a non-exclusive, non-transferable, revocable licence to use the Software at one Outlet for the licence term paid for. This is a licence to use the Software, not a sale of the Software or its underlying intellectual property.

Except for the limited licence expressly granted under this Agreement, no licence or right is granted to Customer by implication, estoppel or otherwise.

The Software is licensed independently of any hardware or operating system. Vendor supplies software only.

3. Scope of Licence: Outlet, Device and Seats

The licence covers one Outlet. Use at any additional Outlet requires a separate licence.

The Licence Key is bound to a single billing computer, identified by the hardware address of that computer's network adapter and its hostname. The Software permits a maximum number of concurrent connected devices ("seats") as stated on the Order Form. Additional seats are available at Vendor's then-current rates.

Replacing the billing computer, reinstalling its operating system, replacing that computer's network adapter, or restoring the Software onto a different computer will invalidate the Licence Key and require reactivation. Changing other network equipment, including routers or access points, does not affect the Licence Key.

Vendor will provide one reactivation free of charge per licence year where reactivation is required due to hardware failure, theft, or irreparable damage to the billing computer at the same Outlet. Reactivations requested for other reasons, including migration to a new computer at Customer's election, are at Vendor's discretion and may be chargeable at Vendor's then-current rates.

Reactivation requires internet access and is performed by Vendor on request.

4. Trial Licence

Where Vendor issues a Trial Licence, it is valid for the period and seat count stated at issue, and expires automatically on that date without notice.

A Trial Licence is provided free of charge, without warranty of any kind, and without any support commitment. Vendor may provide assistance during a trial at its discretion but is under no obligation to do so.

All other terms of this Agreement apply to a Trial Licence.

On expiry of a Trial Licence, the Software will cease to function. Customer Data created during the trial remains on Customer's hardware and is unaffected. Vendor has no obligation to preserve, migrate or restore it.

A Trial Licence may not be renewed, extended or re-issued for the same Outlet except at Vendor's discretion.

5. Permitted Use and Customer Representations

Customer represents and warrants that Customer has full authority to enter into this Agreement, to use the hardware on which the Software is installed, and to provide any data entered into the Software.

Customer shall not use the Software to facilitate any unlawful activity, to falsify records, to manipulate bills for fraudulent purposes, to compromise any other system, to distribute malicious code, to interfere with or circumvent the licensing or activation mechanism, or to develop or assist in developing a competing product.

Vendor is not responsible for any consequence arising from Customer's unlawful or fraudulent use of the Software.

6. Customer's Hardware, Operating System and Database

The Software requires, and Customer is solely responsible for procuring, licensing and maintaining:

(a) A billing computer running Windows 10 or 11, 64-bit, meeting the minimum system requirements set out in Schedule A;

(b) A valid and lawfully licensed copy of the Windows operating system;

(c) MySQL version 8.0 or later, installed and licensed by Customer;

(d) A local area network with a fixed local IP address assigned to the billing computer.

Vendor does not supply, distribute, warrant or licence any of the above. Where Customer procures hardware or an operating system from a third-party supplier, whether or not that supplier was introduced by Vendor, that supply is a separate transaction between Customer and that supplier to which Vendor is not a party. Vendor gives no warranty in respect of it.

Vendor bears no liability for malfunction, data loss, performance degradation or business interruption arising from: hardware failure of any kind; unlicensed, pirated or unsupported operating systems; third-party operating system updates; database misconfiguration; or operation on systems below the minimum specification in Schedule A.

7. Installation and System Changes

Customer acknowledges and consents that installation of the Software will create a database schema within Customer's MySQL installation, register a background service on the billing computer, and create firewall rules permitting local network access on the ports listed in Schedule A.

Customer is solely responsible for the security of the local network on which the Software operates, including wireless network access control, and for securing all user credentials and access PINs. Customer must change all default credentials during initial setup.

8. Data Ownership, Storage and Vendor Non-Access

All Customer Data is generated and stored exclusively on Customer's own hardware within Customer's own database. Customer retains full and exclusive ownership and control of all Customer Data.

Vendor does not transmit, receive, access, store or retain Customer Data on any Vendor-controlled system, server or cloud service at any time. The Software contains no telemetry or usage reporting, and transmits no sales, billing, tax, staff or customer records to Vendor.

The Software communicates with Vendor's licensing server solely to activate, validate and renew the Licence Key. That communication is limited to the licence key, device identifiers used to bind the licence, and the licence status. It carries no Customer Data. Internet access is required for activation and for each renewal, and at no other time.

Where Customer expressly enables it, the Software may transmit diagnostic information consisting of application version, operating system version and error codes. Such information contains no Customer Data. This feature is off by default.

The Software provides functionality to export Customer Data, including sales and tax reports, to Excel and PDF formats for any date range, available to Customer at any time without reference to Vendor.

The Software may maintain system and audit logs relating to user actions and transactional changes, including bill cancellations, amendments and deletions, for operational integrity and statutory record purposes. Such logs are stored on Customer's hardware.

Where Customer elects to enable any optional feature that transmits or copies data to a third-party service, including configuring a backup destination synchronised to a cloud storage service, Customer does so at their own election using their own account with that third party. Such transmission is governed by that third party's terms, Vendor is not a party to it, and Vendor has no access to data so transmitted. Customer is solely responsible for the security of any such account.

9. Backup, Restore and Record Retention

The Software provides automatic scheduled backup, manual backup, and restore functionality. Backups are written to a local or network destination configured by Customer within the Software.

Customer is responsible for selecting an appropriate backup destination and for verifying that backups complete successfully. Customer acknowledges that backups written only to the same physical drive as the Software will not survive failure of that drive, and that Customer should configure a separate drive, removable drive, or synchronised folder.

Customer acknowledges that Vendor does not maintain any copy of Customer Data and therefore cannot recover, restore or reconstruct Customer Data under any circumstance. Vendor shall have no liability arising from any expectation that Vendor retains a backup.

Restoring a backup replaces all existing data in the Software. Restoring onto a different computer requires reactivation of the Licence Key under Section 3.

Customer acknowledges the obligations under Rule 57 of the Central Goods and Services Tax Rules, 2017, requiring that proper electronic backup of records be maintained and preserved such that information can be restored within a reasonable period in the event of destruction, and that records be producible on demand in hard copy or electronically readable format. Customer is responsible for retaining backups for the period required under Section 36 of the CGST Act, 2017.

Vendor bears no liability for loss of Customer Data arising from Customer's failure to select an appropriate backup destination, verify backups, or retain backup copies.

10. Statutory Compliance and Tax Configuration

Customer acknowledges that under Section 35 of the CGST Act, 2017 a registered person must maintain specified accounts and records, and that under Section 36 of the CGST Act, 2017 such records must be retained for 72 months from the due date of furnishing the annual return for the relevant year, or longer where an appeal, revision, investigation or proceeding is pending.

Tax rates, tax configuration and tax registration details within the Software are entered, configured and maintained solely by Customer. Vendor is not responsible for tax rates being current, correctly configured, or correctly applied.

Any filing reminders or prompts within the Software are calendar-based conveniences only. They do not constitute tax advice, do not track Customer's filing status, and do not relieve Customer of any statutory obligation.

The Software does not provide accounting, tax, legal, excise or compliance advice. All reports and outputs are informational and must be verified by Customer.

Customer is solely responsible for compliance with all applicable tax, licensing, statutory and regulatory obligations.

11. Excise and Liquor Licensing

Where Customer sells alcoholic beverages, Customer is solely responsible for holding and maintaining all required state excise licences and for compliance with all applicable excise and liquor licensing obligations, including permitted hours of sale, maintenance of liquor stock registers, and filing of returns with the state excise authority.

The Software provides billing and tax presentation features for alcoholic items, including separate bar tax configuration and separate bar totals on the bill. The Software does not maintain liquor stock records, does not track bottle-level or measure-level stock depletion, and does not generate excise returns or registers.

Bar tax rates and the bar tax registration number printed on bills are entered and maintained solely by Customer. Vendor makes no representation that the Software's output satisfies any excise or liquor licensing requirement.

12. Personal Data

Where Customer uses the Software to collect, store or process personal data of their own customers or staff, including names and contact numbers, Customer is the Data Fiduciary in respect of that data and is solely responsible for obtaining any required consent and for compliance with applicable data protection law, including the Digital Personal Data Protection Act, 2023 and the rules made under it.

Such data is stored on Customer's own hardware. Vendor has no access to it except as set out below.

To the extent Vendor processes any personal data on behalf of Customer in the course of providing consented remote support, Customer remains responsible for determining the purposes and means of such processing, and Vendor shall process such data only to the extent reasonably necessary to resolve the reported issue and in accordance with Customer's instructions, subject to applicable law.

Separately from Customer Data, Vendor holds information about Customer as a business, including business name, address, contact name, email address, telephone number, licence and activation records, device identifiers, and payment and invoice records. Vendor holds this information for the purposes of licensing, activation, invoicing, renewal and support, and handles it in accordance with Vendor's privacy policy published at flyerpos.com, as amended from time to time. Vendor does not sell or share this information except as required to provide the Software or as required by law.

13. Confidentiality

Each party shall keep confidential all non-public business, technical, commercial and financial information received from the other party in connection with this Agreement, and shall use it only for the purpose of performing or receiving services under this Agreement.

This obligation does not apply to information that is or becomes publicly available other than by breach of this Agreement, was lawfully known to the receiving party before disclosure, is independently developed without reference to the disclosing party's information, is disclosed with the other party's consent, or is required to be disclosed by law or a competent authority.

Vendor's confidentiality obligation extends to any commercial information about Customer's business observed during a support session, including menus, pricing, staff details and sales volumes.

Customer acknowledges that the Software's design, architecture, database schema and operation constitute Vendor's confidential information and trade secrets.

This Section survives termination.

14. No Compliance Guarantee; Disclaimer of Warranties

The Software is provided "as is" and "as available". Vendor makes no warranty, express or implied, that the Software or its reports satisfy any specific statutory, tax, excise or regulatory requirement, or that operation will be uninterrupted or error-free.

No uptime commitment or service level agreement applies unless expressly stated in the Order Form.

Customer is responsible for independently verifying compliance with applicable law, including through Customer's own accountant or tax advisor.

To the maximum extent permitted by law, Vendor disclaims all implied warranties, including merchantability and fitness for a particular purpose.

15. Support

Vendor provides support in respect of the Software only, between 11:00 AM and 11:00 PM daily.

Support does not extend to diagnosing or repairing Customer hardware, operating system faults, network faults, printer faults, or third-party software including the MySQL database server.

Remote support sessions occur only where initiated and actively consented to by Customer for each individual session, are temporary, and end when the support task is complete. Vendor does not record, retain or extract Customer Data during a support session, and Vendor's access is limited to what is reasonably necessary to resolve the reported issue.

Vendor may maintain an internal record of the date, time and nature of support actions performed. Such record contains no Customer Data.

Nothing in this Section prevents Vendor from taking reasonable technical measures necessary to protect the Software, its licensing infrastructure, or other customers from security threats, fraud or unauthorised access.

Support is available only to Customers holding a current, unexpired paid licence. Support during a Trial Licence is at Vendor's discretion under Section 4.

16. Third-Party Components

The Software operates alongside, and requires, third-party software including the Microsoft Windows operating system and the MySQL database server, each governed by its own separate licence terms. Vendor does not distribute, licence or sublicense any such third-party software. Customer is responsible for maintaining valid licences for all third-party software used with the Software.

The Software includes open-source components, each used under its own licence and listed with its licence text in THIRD-PARTY-NOTICES.txt, installed with the Software. Nothing in this Agreement limits the rights those licences grant.

17. Fees, Taxes, Licence Term, Expiry and Renewal

Fees are as stated on the Order Form and are payable in advance.

Where an onboarding fee is charged, it covers installation, initial menu configuration and staff training as specified on the Order Form. It is payable in full prior to installation and is non-refundable once installation is complete. Where no onboarding fee is charged, installation and configuration are Customer's responsibility, and Vendor may provide assistance at its discretion or at its then-current rates.

Fees stated are exclusive of any tax that is or becomes applicable to the supply. Where Vendor becomes liable to charge any such tax, it will be added to invoices from the date it becomes applicable.

The Licence Key is valid for 365 days from activation. The licence does not renew automatically. Renewal requires payment by Customer at the fees applicable at the time of renewal, which Vendor may revise for any subsequent term.

On expiry of the Licence Key, Customer has a grace period of ten (10) days during which the Software continues to operate. During the grace period Vendor has no obligation to provide support or updates unless and until renewal payment is received. If the licence is not renewed within the grace period, the Software will cease to function.

Cessation of Software function does not affect Customer Data. All Customer Data remains stored on Customer's own hardware, and any backups and exports previously created by Customer remain in Customer's possession and are unaffected.

18. Non-Payment, Suspension and Licence Deactivation

If any amount payable by Customer remains unpaid beyond its due date, Vendor may, without prejudice to any other right or remedy, suspend Customer's access to the Software, support, updates, renewal and licence activation services until all outstanding amounts are paid in full. Such suspension does not constitute termination and does not relieve Customer of any obligation to pay amounts due.

Vendor may immediately suspend or deactivate a Licence Key where Vendor reasonably believes that the Software is being used in breach of the permitted Outlet, device or seat restrictions, that the Licence Key has been shared or transferred, or that the activation mechanism has been tampered with or circumvented.

Vendor shall not be liable for any loss, interruption or loss of revenue arising from a suspension or deactivation under this Section where it results from Customer's payment default or breach.

19. Updates and Changes to the Software

Vendor may issue updates to the Software. Updates are provided to Customers holding a current licence. Vendor has no obligation to issue updates, to maintain backward compatibility, or to develop any particular feature.

Vendor may modify, enhance, replace, suspend or discontinue individual features of the Software from time to time, provided that Vendor shall use reasonable efforts not to materially impair the core billing functionality of the Software during an active paid licence term.

Where installation is performed on site, the initial installation and setup are carried out by Vendor's personnel at Customer's premises. Subsequent updates are delivered by consented remote session or by installation media, at Vendor's election. Installation of an update may require Customer's cooperation and scheduled downtime.

Where the Software is obtained by download or delivered digitally, installation, activation and updates are performed by Customer, with assistance by consented remote session where Vendor agrees to provide it.

20. Intellectual Property

The Software, including its source code, design, user interface, database schema and underlying architecture, is and remains the exclusive property of Vendor.

Customer may not reverse engineer, decompile, disassemble, copy, modify, adapt, translate, sublicense, rent, lease, redistribute or create derivative works from the Software, in whole or in part, except to the extent such restriction is prohibited by applicable law.

Customer may not share, transfer, publish or attempt to circumvent any Licence Key or activation mechanism.

Nothing in this Agreement obliges Vendor to disclose, deliver or provide access to the Software's source code, development environment, build tools, algorithms or technical documentation beyond documentation expressly supplied to Customer.

Vendor may seek injunctive relief in addition to damages for any breach of this Section.

21. Third-Party Intellectual Property Claims

If a third party alleges that the Software infringes its intellectual property rights, Vendor may at its option procure for Customer the right to continue using the affected Software, modify or replace the affected component, or terminate the affected licence and refund the unused portion of the licence fee for the remainder of the paid term.

This Section does not apply to any claim arising from Customer's modification of the Software, combination of the Software with other products, use contrary to this Agreement, or Customer's own instructions or content.

22. Limitation of Liability

To the maximum extent permitted by law, Vendor's total aggregate liability arising out of or related to this Agreement shall not exceed the total fees paid by Customer to Vendor in the twelve months preceding the claim. Where the Software is used under a Trial Licence, Vendor's total aggregate liability shall be nil.

Vendor shall not be liable for any indirect, incidental, special, consequential or punitive damages, including loss of profits, loss of business, loss of revenue, or loss or corruption of data, even if advised of the possibility of such damages.

Nothing in this Agreement excludes or limits liability for fraud, wilful misconduct, or any liability that cannot lawfully be excluded or limited.

23. Indemnification

Customer shall indemnify and hold Vendor harmless from any claims, penalties, losses or liabilities arising from Customer's failure to comply with statutory record-keeping, tax, excise or reporting obligations, Customer's handling of personal data, Customer's use of unlicensed third-party software, Customer's unlawful or fraudulent use of the Software, or Customer's breach of this Agreement.

Vendor shall notify Customer of any claim under this Section within a reasonable time, and Customer shall not settle any such claim in a manner that admits liability on Vendor's part without Vendor's prior written consent.

Customer shall be liable for reasonable legal and enforcement costs incurred by Vendor in enforcing Customer's payment obligations or in respect of a material breach by Customer, to the extent permitted by applicable law.

24. Term and Termination

This Agreement commences on activation and continues for the licence term selected. It does not renew automatically. Customer may choose not to renew at expiry.

Vendor may terminate this Agreement immediately on written notice where Customer: commits a material breach that is not remedied within ten (10) days of written notice; fails to pay any amount when due; breaches Section 5 or Section 20; uses the Software unlawfully; or becomes insolvent or subject to winding-up proceedings.

Either party may terminate on ten (10) days' written notice where the other commits a material breach that is incapable of remedy.

Licence fees already paid are non-refundable, in whole or in part, on termination or non-renewal for any reason. Vendor may, at its sole discretion and without creating any entitlement, issue a refund in exceptional circumstances.

Onboarding fees are non-refundable once installation is complete.

On termination, Customer's licence ends and Customer must cease use of the Software. Customer retains full possession of all Customer Data stored on Customer's own hardware. Vendor has no obligation or ability to retrieve, transfer, restore or delete Customer Data, as Vendor holds none.

Sections 8, 12, 13, 20, 22, 23, 25 and 26 survive termination.

25. Governing Law and Jurisdiction

This Agreement is governed by the laws of India. The courts at Bhandara, Maharashtra shall have exclusive jurisdiction over any dispute arising from it.

26. Consent and Acceptance

Where the Software is supplied with on-site installation, this Agreement is executed by physical or digital signature at onboarding, prior to installation.

In all cases, the full text of this Agreement is displayed within the installer and must be accepted before installation can proceed. The parties agree that acceptance through that electronic mechanism constitutes acceptance of this Agreement, and that the resulting electronic records may be relied upon as evidence of such acceptance, subject to applicable law.

Following acceptance, Customer is directed to Vendor's activation process, and Vendor issues a Licence Key on confirmation of payment. Vendor sends a copy of the accepted Agreement and the corresponding invoice to the email address provided by Customer.

Installation, activation or use of the Software constitutes acceptance of this Agreement.

Where any conflict arises between a signed copy of this Agreement and any acceptance recorded during installation, the signed copy governs.

27. General

Contract hierarchy. In case of conflict, the signed Order Form prevails solely in respect of customer-specific commercial terms such as price, licence term, Outlet, seats and included services. This Agreement prevails in respect of all legal and operational terms unless expressly amended in the Order Form. Schedule A prevails in respect of technical requirements.

Amendment. Vendor may amend this Agreement for future licence terms by publishing the revised Agreement and giving reasonable notice. Amendments shall not materially reduce Customer's rights during an already-paid licence term, unless required by law or necessary for security, regulatory or technical reasons.

Force majeure. Neither party is liable for delay or failure caused by circumstances beyond reasonable control, including natural disaster, fire, flood, epidemic, power failure, internet or telecommunications failure, hosting or infrastructure failure, cyberattack, civil disturbance, labour disruption, or government action or restriction. This does not excuse any obligation to pay amounts due.

No third-party beneficiaries. This Agreement is entered into solely for the benefit of the parties and their permitted successors and assigns, and confers no right or remedy on any third party.

Severability. If any provision is found unenforceable, the remaining provisions continue in full effect.

Entire agreement. This Agreement, together with the signed Order Form and Schedule A, constitutes the entire agreement between the parties and supersedes all prior discussions.

Assignment. Customer may not assign this Agreement without Vendor's prior written consent. Vendor may assign this Agreement, in whole or in part, to any successor in interest, including on a sale, merger or transfer of its business or assets, without Customer's consent.

Waiver. A failure or delay by either party in exercising any right does not waive that right.

Notices. Notices shall be sent to the addresses stated on the Order Form, or where none is recorded, to the contact details provided by Customer at activation.

SCHEDULE A - MINIMUM SYSTEM REQUIREMENTS

Billing computer: Windows 10 or 11, 64-bit. Dual-core 2 GHz processor (Intel i3 8th generation, AMD Ryzen 3, or better). 4 GB RAM minimum, 8 GB recommended. 10 GB free SSD storage. 1366x768 display minimum. UPS recommended.

Database: MySQL 8.0 or later, installed and licensed by Customer. The Software does not install or supply MySQL.

Network: Local area network with a fixed local IP address assigned to the billing computer.

Connected devices: Android 5.0 or later, or any modern browser on the same local network.

Printers: 58 mm or 80 mm ESC/POS thermal printers over local network, or any printer installed on the billing computer's Windows system.

Network ports used on the local network: 5000, 4001, 4002, 4999.

Internet: required at activation and at each annual renewal. Not required for daily operation.

Expected data growth: approximately 90 to 100 MB per year at 100 bills per day.

PLAIN LANGUAGE SUMMARY

This summary is for convenience only. The full Agreement above governs.

Your sales data stays on your computer. We cannot see it and we do not hold a copy. The software only contacts us to activate and renew your licence.

We keep your business contact details, invoice and licence records at our end, for billing and support.

You own your records. Export them to Excel or PDF anytime, for any date range, without asking us.

Backups are your responsibility. The software backs up automatically to wherever you tell it to. Choose a second drive or a USB drive, and check it is working. If your computer is lost or damaged and you have no backup, we cannot recover your bills.

Your GST filing is your responsibility. Tax rates are set by you inside the software. Our reminders are only calendar reminders, not tax advice.

If you serve liquor, your excise licence, your stock register and your excise returns are your responsibility. The software prints the bar bill. It does not keep your liquor stock records.

One licence covers one outlet. A second restaurant needs its own licence, even if you own both. Your staff devices are included up to the number on your order form.

The licence runs for 365 days and does not renew on its own. If you do not renew, you get 10 more days, then the software stops. Your data stays untouched on your computer.

Moving to a new computer needs a new activation. One is free each year if your computer fails or is stolen. Changing your router or wifi does not affect anything.

Licence fees are not refundable if you stop mid-year.

You are responsible for your computer, your Windows licence, your MySQL, and your network.

Support is available 11:00 AM to 11:00 PM, and only with your permission for each remote session.