Terms of service

These terms of service ("Terms") are a binding agreement between Code Colonies Private Limited, a company incorporated under the Companies Act 2013 ("MatruOS", "we", "us"), and the business that signs up for MatruOS ("you"). You accept them when you create your business on MatruOS or first use any part of it, and you confirm them when you tick "I agree" before your first payment. They are an electronic contract under section 10A of the Information Technology Act 2000 and need no signature.

Section 1Who MatruOS is for

• MatruOS is business software. It is supplied only to businesses and professionals for use in their trade or profession, not to individuals for personal, family or household use.
• By accepting these Terms you confirm that you use MatruOS for a commercial purpose in the course of your business.
• The person who accepts these Terms confirms that they are at least 18 years old and are authorised to bind the business. If they are not, they are personally bound.
• "Your team" means everyone you invite or allow into your account: owners, staff, accountants, advisers and others. Everything done under your account, by your team or by anyone using their sign-ins, is treated as done by you.
• "Your data" means everything you or your team put into MatruOS, or that MatruOS collects for you from your customers, suppliers, staff and others.

Section 2Documents that form this agreement

These Terms include the following, which you accept with them:

• the Refund and cancellation policy;
• the Acceptable use policy;
• the AI terms;
• the Data processing addendum;
• the Community rules, if you publish content or use the business network.

The Privacy notice explains how we handle the personal data of the people who sign in; it is information, not part of the contract. If documents conflict, the Data processing addendum governs personal data, and these Terms govern everything else. A purchase order, invoice or other document from you does not change these Terms, even if we accept it.

Section 3Your account and its security

• Give true and complete details when you sign up, including your business identity (GSTIN, Udyam or PAN), and keep them up to date.
• You are responsible for keeping sign-in details, devices and one-time codes safe, for choosing who in your team can see and do what, and for removing people who leave. Turn on two-step sign-in for owners and admins.
• Tell us at once at consulting@codecolonies.com if you suspect anyone has got into your account. Until you tell us, we may treat every instruction given through your account as yours.
• We are not responsible for loss caused by a sign-in, device or code that you or your team failed to keep safe.

Section 4Fees, payment and taxes

7-day free trial

A new business gets every feature and its AI team, free of charge and with no card, for 7 days from sign-up (the "free trial"). The free trial is the start of your own workspace, not a separate product.

Day 8

To keep adding work after the free trial, the owner chooses a plan, gives the business's identity, accepts these Terms and pays the first month. If no plan is paid by then, the workspace becomes view-only: you and your team can still see and export everything, but nothing new can be added and the AI team stops working until a plan is paid. If a workspace stays unpaid for 90 days after its free trial ends, we may delete it after telling the owner at least 7 days before.

Plans

A plan's price, what it includes and its fair-use limits are shown before you pay and on the Plan page in Settings. Fees are payable monthly in advance.

Autopay

When you pay by UPI autopay or card mandate, we send the pre-debit notice that RBI's e-mandate framework requires. Stopping the mandate does not cancel your plan or any amount already due.

Taxes

Plan prices include GST, and the invoice shows the GST in them. You pay any other taxes, duties or levies on what you buy, except tax on our income. If you deduct tax at source, you must deposit it on time and give us the TDS certificate; until you do, the amount deducted remains due.

Invoices

We issue a GST invoice for every payment. Tell us of any error in an invoice within 30 days of it, so that it can be corrected in the same tax period.

Measured features and wallet

AI work, messages, calls and storage are measured against your plan's allowance. We warn you at 80% and 100%. Extra use is charged only if you choose an add-on or pay for it from your MatruOS wallet. Wallet credit is usable only for MatruOS services, is valid for 12 months from each top-up and is not refundable, as the Refund and cancellation policy sets out.

Price changes

We may change prices. We tell you at least 30 days before a higher price applies to your plan, and you may change plan or cancel before then. Continuing after that date is acceptance of the new price.

Late payment

If a payment is still unpaid 7 days after its due date, your account becomes read-only: you can see and export everything, but cannot add new work. If it is still unpaid 30 days after a reminder, we may suspend the account under section 13. Amounts you owe remain payable after suspension or termination.

Refunds

are only as set out in the Refund and cancellation policy. Fees are otherwise non-refundable.

Section 5Your data

Ownership

You own your data. We do not sell it or rent it, and we do not use it to advertise to anyone.

Licence to us

You grant us a non-exclusive, royalty-free, worldwide licence, for as long as we hold your data, to host, store, copy, process, transmit, adapt and display it as needed to provide, secure and support MatruOS, to comply with law, and as the Data processing addendum allows. Our sub-processors may exercise this licence on our behalf.

Service statistics

We may create and use statistics about how MatruOS is used (for example speed, errors and which features are used) that are aggregated and de-identified so that they do not identify you, your customers or any individual, to operate, secure and improve MatruOS. These statistics are ours.

Shared learning, only if you turn it on

If your owner turns on "Share anonymous counts of what worked" in Settings › Your data, MatruOS counts which of its own built-in ways of working helped your business and combines those counts with those of at least 25 other businesses, to improve every MatruOS AI team. Your data, your customers' data, amounts, messages and documents are never shared, and no other business can see or identify anything about you. It is off unless your owner turns it on, can be turned off at any time, and past counts are deleted within 90 days of turning it off.

AI training

We do not allow any outside AI provider to train its models on your data, and we do not use your data to train any AI model that is supplied to anyone other than MatruOS's customers through MatruOS.

Export

You can export your data at any time, free, in common formats (CSV and JSON), from Settings.

Your responsibility for your data

You are responsible for the accuracy, quality and lawfulness of your data, and for having every right, notice and consent needed to put it into MatruOS and to have it processed as these Terms describe. Keep your own copies of anything you must preserve.

Section 6Personal data and the law

• For personal data in your account, you are the Data Fiduciary under the Digital Personal Data Protection Act 2023 ("DPDP Act") and we are your Data Processor. You decide the purposes and means; we process on your instructions as the Data processing addendum sets out.
• Under section 8(1) of the DPDP Act, the Data Fiduciary remains responsible for compliance, including for processing done by its processor. You therefore remain responsible for your notices, consents, purposes, retention and responses to individuals, and for any penalty, compensation or other consequence of a breach of law in how your data is collected or used.
• MatruOS includes tools that help you comply with the DPDP Act and other laws: a data register, notices in 22 languages, a consent banner, a privacy centre, licence and filing reminders, and more. These tools help you comply; using them does not by itself make you compliant, and we do not guarantee any outcome before a regulator, court or other authority.
• MatruOS is built to ISO 27001 and SOC 2 standards. This describes how it is built. It is not a certification.

Section 7The AI team

The AI terms apply to every AI feature. In short:

• MatruOS's AI members draft, suggest and carry out work. Their outputs are generated by machine-learning models and may be inaccurate, incomplete or out of date, however confident they appear.
• Actions that move money, send messages to customers, delete records, sign, or file with any authority wait for a person in your team to approve them. Any rule you or your team set for actions to run without a fresh approval is your standing instruction.
• Every output you or your team approve, use, publish or send, and every action taken under your approval or standing instruction, is your decision and your responsibility, whoever or whatever drafted it.
• No AI output, reminder, calculation or suggestion is legal, tax, accounting, medical, financial or other professional advice. Check anything important with a qualified professional before relying on it.

Section 8Tax, filing and compliance reminders

• MatruOS prepares figures, returns, reminders and due dates from the data in your account and from the rules it knows at the time. Laws, rates, forms and due dates change, and authorities' portals change and fail.
• You remain responsible for checking every figure and return, and for filing, paying and keeping records on time. We do not file on your behalf unless you approve each filing, and even then the filing is yours.
• We are not liable for any tax, duty, interest, late fee, penalty or other sum assessed on you, or for any lost credit or refund, whether or not a MatruOS reminder or figure was involved.

Section 9Services of others

MatruOS works with services run by others: WhatsApp and Meta, payment gateways, banks, the GST, income-tax and MCA portals, marketplaces, telecom operators, email providers and AI model providers. They are not our agents or sub-contractors for your purposes. Their terms apply to your use of them. We are not responsible for their acts, omissions, changes, charges, outages or decisions, including a decision to suspend your account with them. We may change or stop any connection with them at any time.

Section 10Using MatruOS properly

• Follow the Acceptable use policy and, for anything you publish, the Community rules.
• Messages and calls sent through MatruOS must comply with the TRAI Telecom Commercial Communications Customer Preference Regulations 2018 and the rules of each channel. You are the sender and principal entity for those messages.
• For stores, websites, posts and other content you publish through MatruOS, you are the publisher and we act as an intermediary within the meaning of section 2(1)(w) of the Information Technology Act 2000, with the protection of section 79 of that Act. We may remove or disable access to content as the Information Technology (Intermediary Guidelines and Digital Media Ethics Code) Rules 2021 require or permit.

Section 11MatruOS belongs to us

MatruOS, including its software, designs, AI instructions, workflows, industry packs, operating models, templates, data structures, documentation, aggregated data and brand, belongs to us or our licensors and is protected by the Copyright Act 1957, the Trade Marks Act 1999 and other law. These Terms grant you a limited, non-exclusive, non-transferable, non-sublicensable and revocable right to use MatruOS for your own internal business while your plan is active. All other rights are reserved.

You must not, and must not allow anyone to:

• copy, frame, mirror, resell, rent, lease, sublicense or offer MatruOS or any part of it to others;
• extract or collect MatruOS's content, screens, AI instructions, templates or catalogues with bots, scrapers or scripts, except through our published API within its limits;
• reverse engineer, decompile or disassemble MatruOS or try to derive its source code, except to the extent section 52 of the Copyright Act 1957 expressly permits;
• use MatruOS, its outputs or its AI instructions to build, train or improve a product or AI model that competes with MatruOS;
• get around any limit, licence key, security measure or fair-use control, or remove any notice, label or watermark.

The self-hosted edition is licensed for one business per licence key. If you send us ideas or feedback, we may use them freely, without obligation to you. Your data is never feedback.

A breach of this section is a material breach that cannot be remedied. We may suspend access at once and seek an injunction, damages and any other remedy under the Copyright Act 1957, sections 43 and 66 of the Information Technology Act 2000 and other law.

Section 12Availability, support and changes

• We aim to keep MatruOS available at all times, but we do not promise uninterrupted or error-free service. Planned maintenance is announced in advance where we can. Any service level or service credit applies only if agreed in a signed order, and then the service credit is your only remedy for the failure it covers.
• Support staff can see inside your account only when an owner or admin allows it, for a limited time, with every screen recorded and shown to you.
• MatruOS is continuously developed. We may add, change, replace or withdraw features, apps, integrations, limits and AI models at our discretion. If we withdraw a paid feature that is a main reason for your plan, we tell you at least 30 days before, and you may cancel and receive the refund the Refund and cancellation policy gives.
• Features marked beta, preview, early access or free (including Jobs, the business network and the Practice suite while free of charge) are provided as they are, may change or end at any time, and carry no service level.
• We may update these Terms. A change that reduces your rights or adds to your obligations is notified at least 30 days before it applies, by email and in the app. If you do not accept it, you may cancel before it applies. Continuing to use MatruOS after it applies is acceptance. Other changes apply when published. Each version is dated and kept.

Section 13Suspension and termination

• By you. You can cancel at any time on the Plan page in Settings. Your plan continues until the end of the period paid for.
• Suspension by us. We may suspend all or part of your access, at once and without prior notice, if we reasonably believe that: your account presents a security risk to MatruOS or others; you or your team are in breach of section 10 or 11 or are using MatruOS for fraud or other unlawful activity; a law, regulator, court or other authority requires it; or a payment remains unpaid as section 4 sets out. Where it is lawful and safe, we tell you the reason and restore access once it is resolved.
• Termination by us for cause. We may terminate these Terms by notice if you materially breach them and the breach cannot be remedied, or is not remedied within 15 days of our notice, or if you become insolvent or cease business.
• Termination by us for convenience. We may terminate these Terms for any reason on at least 30 days' notice. We then refund the fees you prepaid for any period after termination.
• Effect. On termination your right to use MatruOS ends, and all unpaid amounts become due at once. You have 30 days to export your data, after which we delete it as the Data processing addendum sets out, except what the law requires us to keep or what is under a legal hold.
• Your records. Books and tax records you must keep under law (for example 8 years under section 128(5) of the Companies Act 2013 and 72 months under section 36 of the CGST Act 2017) are your responsibility. Download them before you leave; we remind you when you cancel and 7 days before deletion.
• Sections 4 (amounts due), 5, 6, 7, 8, 11 and 14 to 20 survive termination.

Section 14Exclusion of warranties

• We will provide MatruOS with reasonable skill and care, and protect your data with the safeguards the Data processing addendum describes.
• Apart from that, and to the maximum extent the law permits, MatruOS is provided "as is" and "as available". We exclude every other warranty, condition or representation, whether express or implied by statute, custom or course of dealing, including any implied warranty of merchantability, fitness for a particular purpose, accuracy, non-infringement or uninterrupted operation.
• You have not relied on any statement, demonstration, forecast or AI output that is not set out in these Terms.

Section 15Limit of liability

1. 1Excluded losses. We are not liable to you, whether in contract, tort (including negligence), breach of statutory duty or otherwise, for: (a) loss of profit, revenue, business, contracts, goodwill or anticipated savings; (b) business interruption; (c) loss or corruption of data, except that we will use reasonable efforts to restore it from our latest backup; (d) any tax, interest, penalty, fine, compensation or other sum imposed on you by any authority, including the GST and income-tax authorities and the Data Protection Board of India; (e) loss arising from any action, output or communication that you or your team approved or set up to run automatically; (f) loss caused by a service of others under section 9; or (g) any indirect, consequential, special, exemplary or punitive loss. This applies even if the loss was foreseeable or we were told it might occur.
2. 2Cap. Our total aggregate liability arising out of or in connection with these Terms and MatruOS, for all claims together, is limited to the fees you actually paid us for MatruOS in the 12 months immediately before the event that first gave rise to liability. For a feature you use free of charge, it is limited to ₹1,000.
3. 3What is not limited. Nothing in these Terms limits liability for our fraud or wilful misconduct, or any liability that cannot be limited or excluded under applicable law.
4. 4Your liability. This section does not limit your obligation to pay fees, your liability under section 16 (indemnity), or your liability for breach of section 10 or 11.
5. 5Why. The fees for MatruOS are set on the basis of this allocation of risk, which you accept as reasonable. Your remedy against us is in contract under these Terms only.

Section 16Indemnity

You will indemnify and keep indemnified us, our directors, officers, employees and sub-processors against all losses, damages, penalties, fines, costs and expenses (including reasonable lawyers' fees) arising from any claim, demand, proceeding or investigation by a third party or authority that relates to: (a) your data or content, or our processing of it on your instructions; (b) messages, calls or other communications sent from your account; (c) any action, output or communication that you or your team approved or set up to run automatically; (d) your or your team's breach of these Terms or of any law, including the DPDP Act, tax law and telecom rules; or (e) any dispute between you and your customers, suppliers, staff or other individuals.

We will tell you promptly of a claim covered by this section. We may conduct the defence ourselves, at your cost, or allow you to conduct it with counsel we approve. You may not settle any claim that admits fault on our part or imposes any obligation on us without our prior written consent. This indemnity is in addition to, and does not limit, any other right we have under section 124 of the Indian Contract Act 1872 or otherwise.

Section 17Confidentiality

Each of us will keep the other's non-public information confidential, use it only for this agreement, and disclose it only to those who need it and are bound by confidentiality, or as the law requires. This does not apply to information that is or becomes public without breach, or that the recipient already had or develops independently. Your data is also protected by the Data processing addendum.

Section 18Name and logo

We may name your business, and show its name and logo, as a customer of MatruOS in our customer lists, website and sales material. Write to consulting@codecolonies.com if you do not want this, and we will stop within 30 days. We will not quote you or describe your results without your consent.

Section 19Governing law and disputes

1. 1Law. These Terms, and any dispute or claim arising out of or in connection with them or MatruOS, including non-contractual disputes, are governed by the laws of India.
2. 2Talk first. Either party may raise a dispute by written notice. Senior representatives will try in good faith to settle it within 30 days of that notice.
3. 3Arbitration. A dispute not settled within those 30 days shall be finally resolved by arbitration under the Arbitration and Conciliation Act 1996 by a sole arbitrator appointed by agreement of the parties or, failing agreement within 30 days of a request, in accordance with section 11 of that Act. The seat and venue of arbitration shall be Ahmedabad, Gujarat. The language shall be English. The parties may agree to the fast-track procedure under section 29B. The arbitration and the award shall be confidential, as section 42A requires. The award shall be final and binding.
4. 4Courts. Subject to clause 3, the courts at Ahmedabad, Gujarat, including the Commercial Courts at Ahmedabad and the High Court of Gujarat, have exclusive jurisdiction over every matter arising out of or in connection with these Terms, including applications under sections 9, 11, 34 and 37 of the Arbitration and Conciliation Act 1996. Each party submits to that jurisdiction and waives any objection to it.
5. 5Urgent relief. Nothing in this section prevents us from seeking urgent interim or injunctive relief to protect our intellectual property, confidential information or systems.
6. 6Statutory rights. If any law gives you a right or forum that cannot be excluded by agreement, this section applies to the fullest extent that law allows, and the rest of these Terms remains in force.

Section 20General

Notices

We send notices to the owner's email address and in the app; they are received when sent. You send notices to consulting@codecolonies.com. Notices may be given electronically, and electronic records of acceptance, notices and actions in MatruOS are admissible evidence between us.

Events beyond control

We are not liable for failure or delay caused by events beyond our reasonable control, including natural disasters, epidemics, war, terrorism, riots, government action, labour disputes, failure of power, telecom or internet networks, failure or suspension by a provider under section 9, or a cyber attack despite reasonable safeguards. Our obligations are suspended while the event continues; we will keep your data safe and restore service as fast as we reasonably can.

Transfer

You may not assign or transfer these Terms without our written consent. We may assign or transfer them, wholly or partly, to an affiliate or to a successor to our business, and will tell you when we do.

Whole agreement

These Terms and the documents in section 2 are the whole agreement between us about MatruOS and replace any earlier understanding.

Severability

If any provision is held invalid or unenforceable, it applies to the maximum extent permitted, and the rest of these Terms remains in force.

No waiver

A delay or failure to exercise a right is not a waiver of it.

Relationship

We are independent contractors. Nothing in these Terms creates a partnership, agency or employment, and no third party may enforce them.

Language

These Terms may be shown in other languages for convenience. The English version prevails.

Code Colonies Private Limited, 12th Floor, Office 1216 and 1217, i-Square, Science City Road, Sola, Ahmedabad 380063, Gujarat, India. CIN U62091GJ2023PTC140196 · GSTIN 24AAKCC9592Q1ZO · Udyam UDYAM-GJ-01-0264196.