Terms and Conditions

1.1 SwarmForge is an AI operations service for hotels, available at swarmforge.simplicore.ai and app.swarmforge.simplicore.ai (the "Service"). SwarmForge is a product of SimpliCore AI. The Service is operated, contracted and billed by Prefertrip Private India Limited, a company incorporated in India with its registered office at [Registered address], CIN [CIN], GSTIN [GSTIN] ("Prefertrip", "we", "us", "our"). Prefertrip is the parent company of SimpliCore AI.

1.2 These Terms apply to hotels, hotel groups and other businesses that use the Service ("Customer", "you") and to the people they authorise to use it ("Users"). The Service is for business use only and is not offered to consumers.

1.3 If you have signed a Master Subscription Agreement and Order Form with us, those documents govern and prevail over these Terms where they differ. Otherwise these Terms, the Order Form and our Privacy Policy form the agreement between you and us.

1.4 By creating an account, signing an Order Form or using the Service, you confirm you have authority to bind the Customer to these Terms.

2.1 You must give accurate account information and keep it up to date.

2.2 You are responsible for your Users, their log-ins and every action and approval they take in the Service. Keep credentials confidential and tell us promptly at admin@simplicore.ai if you suspect unauthorised access.

2.3 You are responsible for assigning roles correctly (for example GM, manager, staff, owner). Guest identity is designed to be visible to the GM role only.

2.4 We may suspend an account that we reasonably believe is compromised or is being used in breach of these Terms, and will tell you promptly.

You and your Users must not:

• use the Service for anything unlawful, harassing, deceptive or fraudulent;
• send spam, or message guests who have not opted in where opt-in is required, or breach WhatsApp and Meta business and commerce policies;
• upload malware, or data you have no right to share;
• try to access other customers' data, probe, scan, overload or disrupt the Service, or bypass usage limits or security controls;
• copy, resell, reverse engineer or use the Service to build a competing product, except as the law allows;
• use AI outputs for decisions with legal or similarly significant effects on any person without human review.

We may suspend use that breaches this section, after notice where practical.

4.1 The Service is sold per property on the subscription tier (Starter, Growth or Scale), term and billing frequency stated in your Order Form. Current list prices are published at [pricing URL] or provided on request, and are exclusive of taxes.

4.2 Setup and onboarding are done by our team through our operations console. A one-time setup fee applies where stated in the Order Form.

4.3 A pilot, where offered, runs for the period in the Order Form. These Terms, including Section 8 (Data and privacy), apply during a pilot. Unless you tell us at least 7 days before the pilot ends, the subscription converts to the paid term in the Order Form.

4.4 Upgrades take effect when confirmed in writing and are charged pro rata. Downgrades take effect at the next renewal.

4.5 Subscriptions renew for the same term unless either party gives written notice at least [30] days before the end of the current term.

5.1 Contracts, invoicing and payment collection are handled offline by Prefertrip's India team. We issue a proforma invoice before each billing period and a tax invoice as required by GST law.

5.2 You pay by bank transfer (NEFT, RTGS, IMPS or UPI) or international wire to the Prefertrip Private India Limited account printed on the invoice, quoting the invoice number. Payment is due within [15] days of the invoice date unless the Order Form says otherwise. Please email the payment reference (UTR) to admin@simplicore.ai.

5.3 We may offer payment links or card or mandate payment as an option later. That does not change these Terms.

5.4 If an undisputed invoice is unpaid: we send reminders; after [15] days past due we may pause AI features (log-ins, data access and guest messaging continue); after [30] days past due and 7 days' written notice we may suspend the Service. Suspension does not delete your data. We may charge interest on overdue amounts at [1.5% per month] or the legal maximum, whichever is lower. Raise invoice disputes in writing within 15 days.

5.5 We may change fees for a renewal term with at least 30 days' written notice before renewal. Prices locked in an Order Form are honoured for the lock period.

6.1 Fees exclude GST and any other applicable taxes. GST is charged at the applicable rate (currently 18% for these services) on invoices issued from Prefertrip's GSTIN [GSTIN]. Provide your GSTIN and place of supply so we can issue a correct tax invoice.

6.2 If you must deduct tax at source (TDS), deduct and deposit it on time and send us the TDS certificate within the statutory period. A properly certified deduction counts as paid; otherwise you pay the shortfall.

6.3 For customers outside India, fees are invoiced in USD and you are responsible for any local taxes, duties or withholding, except taxes on our income.

7.1 Fees are non-refundable, except: (a) service credits under any service level stated in your Order Form; (b) if you terminate for our material breach that we fail to cure within 30 days of notice, we refund prepaid fees for the unused part of the term; (c) a pilot fee is credited against your first invoice if you convert.

7.2 Setup fees are non-refundable once onboarding work has started.

7.3 Approved refunds are paid to the original paying account within [15] business days. Cancellation requests go to admin@simplicore.ai.

8.1 Roles. For guest and staff personal data you put into the Service, you are the data fiduciary (controller) and we act as your data processor. We process it only to provide the Service and on your documented instructions, in line with the Digital Personal Data Protection Act, 2023 and other applicable law, our Privacy Policy at [privacy URL] and any data processing terms in your agreement.

8.2 Your responsibilities. You must have a lawful basis, give guests the required notices and obtain any consents needed before sharing their data with us or messaging them through the Service.

8.3 Retention. Raw uploaded files (for example booking exports, policies and documents) are retained for up to 150 days from upload and then deleted, while structured records derived from them stay in your account for the subscription term. On termination you may export your data for 30 days, after which we delete it, except where law requires us to keep it (for example tax records). Backups are overwritten on their normal cycle.

8.4 AI processing. AI features use third-party model providers configured with zero data retention where available. We do not use your data or your guests' data to train AI models.

8.5 Subprocessors and location. We use subprocessors (including hosting, database, AI model, messaging and email providers) listed at [subprocessors URL]. Data may be processed outside India, including in the United States. We give at least 15 days' notice of new subprocessors.

8.6 Security and breaches. We use reasonable technical and organisational measures, including role-based access, encryption in transit and access logging. We notify you without undue delay, and within [24] hours of becoming aware, of a personal data breach affecting your data.

8.7 Grievances. Data and privacy requests and grievances: admin@simplicore.ai, Grievance Officer [Name].

9.1 The Service uses artificial intelligence to draft messages, suggest actions, summarise documents and produce insights. AI output can be inaccurate, incomplete or out of date.

9.2 The Service is designed for human approval: AI drafts and suggestions do not take effect until a User approves them, subject to the approval settings you configure. You are responsible for reviewing outputs and for every message, price, refund, spend or other action you approve.

9.3 AI output is not legal, tax, financial, safety or medical advice. Do not rely on it as the only basis for decisions affecting guests' rights, safety or money.

10.1 We and our licensors own the Service, software, models configuration, documentation and all improvements. We grant you a non-exclusive, non-transferable right to use the Service for your internal business during the subscription term.

10.2 You own your data and content. You grant us a licence to host and process it only to provide, secure and support the Service.

10.3 Subject to these Terms and payment of fees, outputs generated for you are yours to use in your business.

10.4 If you send feedback, we may use it without obligation to you.

The Service connects to third-party platforms (for example WhatsApp, your PMS or channel manager). Their terms govern your use of them, their fees are your responsibility unless your Order Form says otherwise, and we are not responsible for their outages or changes.

We will provide the Service with reasonable skill and care. Except as expressly stated, the Service is provided "as is" and we disclaim all other warranties to the extent the law allows, including fitness for a particular purpose and uninterrupted or error-free operation.

13.1 Neither party is liable for indirect, consequential, special or punitive damages, or for loss of profits, revenue, goodwill or data (other than our obligations in Section 8).

13.2 Each party's total liability arising out of these Terms is capped at the fees paid and payable by you in the [12] months before the event giving rise to the claim. For breach of Section 8 (Data and privacy), the cap is [2x] that amount.

13.3 The caps do not apply to your payment obligations, indemnities, fraud, wilful misconduct, or liability that cannot be limited by law.

You will defend and indemnify us against third-party claims arising from your data, your messages to guests, your lack of required notices or consents, or your breach of Section 3.

15.1 These Terms apply while you have an account or an active Order Form.

15.2 Either party may terminate for the other's material breach not cured within 30 days of written notice, or if the other becomes insolvent.

15.3 We may suspend the Service for non-payment under Section 5.4, for breach of Section 3, or where required by law or to protect the Service or other customers.

15.4 On termination, fees due remain payable, your right to use the Service ends, and Section 8.3 (export and deletion) applies. Sections that by their nature should survive (including 6, 7, 8, 10, 13, 14, 16) survive.

These Terms are governed by the laws of India. The parties will first try to resolve disputes by good-faith discussion for 30 days. Unresolved disputes go to arbitration by a sole arbitrator under the Arbitration and Conciliation Act, 1996, seated in [City], in English. Subject to that, the courts at [City] have exclusive jurisdiction.

We may update these Terms. We will post the new version with a new "Last updated" date and give at least 30 days' notice by email or in the Service for material changes. Changes do not affect a signed Order Form during its current term unless both parties agree in writing. Continued use after the effective date means you accept the change.

Neither party may assign these Terms without consent, except to a successor in a merger or sale of the relevant business with notice. Neither party is liable for delays caused by events beyond reasonable control. If any term is unenforceable, the rest remains in force. No delay in enforcing a right is a waiver. Notices to us go to admin@simplicore.ai, with a copy to our registered office at [Registered address].

Prefertrip Private India Limited (operating SwarmForge, a product of SimpliCore AI)

Registered office: [Registered address]

Support, billing and legal notices: admin@simplicore.ai

Phone: [+91 PHONE] ([support hours, e.g. Mon to Sat, 09:00 to 19:00 IST])