CleanERP

Terms & Conditions

A product of Rizzle Technology Private Limited

CIN: U72900AP2019PTC110174 | Madanapalle, Andhra Pradesh, India

Last updated on 01-June, 2026

These Terms and Conditions ("Agreement") constitute a legally binding contract between Rizzle Technology Private Limited ("Company," "we," "us," or "our"), incorporated under the Companies Act, 2013 (CIN: U72900AP2019PTC110174), with its registered office at Madanapalle, Andhra Pradesh, India, and the individual or entity registering for or using the CleanERP platform ("Customer," "you," or "your").

By accessing, registering, or using the CleanERP platform at www.cleanerp.com, you confirm that you have read, understood, and agree to be legally bound by this Agreement, the Privacy Policy, and the Refund and Cancellation Policy (collectively, "the Agreements").

This Agreement is governed by, inter alia, the Indian Contract Act, 1872; the Information Technology Act, 2000 and its amendments (including Rules under Section 43A and Section 72A); the Digital Personal Data Protection Act, 2023 ("DPDP Act"); the Consumer Protection Act, 2019; and such other laws of India as may be applicable.

1. Definitions

In this Agreement, unless the context requires otherwise:

2. Effective Date and Amendments

This Agreement commences on the Effective Date and continues in force unless terminated in accordance with Clause 12.

The Company reserves the right to update or modify this Agreement at any time by publishing the revised version on the Website. Where the changes are material, the Company shall endeavour to provide at least 30 (thirty) days' prior notice to registered Customers via email. Continued use of the Software after the effective date of modifications constitutes acceptance of the revised Agreement. If a Customer does not agree to the modifications, their sole remedy is to cease using the Software and terminate the Agreement per Clause 12.

3. Licence Grant

Subject to the terms of this Agreement, the Company grants the Customer a limited, non-exclusive, non-transferable, non-sublicensable, revocable licence to access and use the Software solely for the Customer's internal business purposes.

This licence expressly excludes the right to:

•          sell, resell, redistribute, or commercially exploit the Software or any part thereof;

•          copy, adapt, decompile, reverse-engineer, disassemble, or attempt to derive the source code of the Software, except to the extent permitted by mandatory applicable law;

•          create derivative works based on the Software;

•          use the Software to develop a competing product or service;

•          remove, alter, or obscure any proprietary notices, branding, or trademarks on the Software.

The Company reserves the right to decline any application to use the Software at its sole discretion, without liability.

4. Free Tier - Lifetime Free Access

CleanERP offers lifetime free access to core ERP modules at no subscription cost ("Free Tier"). This reflects the Company's mission to eliminate recurring software subscription burdens for MSMEs. The Free Tier presently includes:

•          Billing and Invoicing Module

•          Accounting and Financial Management Module

•          HR and Employee Management Module

•          Inventory and Stock Management Module

•          Academic Management Module (for educational institutions)

•          Retail and Supermarket Module (where available)

•          Identity and Profile-Based Multi-Account Architecture

The Company reserves the right to modify the feature set of the Free Tier with reasonable notice. The Company shall not charge any subscription fee for the Free Tier without the Customer's prior explicit consent.

5. Premium Services and Payment

The Company may introduce Premium Services above the Free Tier. All Premium Services will be clearly identified, with pricing disclosed in advance on the Website before the Customer is required to make any payment.

Premium Service fees are exclusive of applicable GST, which shall be charged at the prevailing statutory rate. By subscribing to any Premium Service, the Customer authorises the Company or its designated payment gateway to process charges to the Customer's nominated payment method as per the selected billing cycle.

All payment disputes and refund claims relating to Premium Services are governed by the Refund and Cancellation Policy (available at www.cleanerp.com/refund-policy), which forms part of this Agreement.

6. Proprietary Rights and Intellectual Property

All right, title, and interest in and to the Software, Website, trademarks (including "CleanERP" and "Prooof"), trade names, logos, and all Intellectual Property Rights are and shall remain exclusively with the Company.

The Customer acquires no rights in the Software or the Company's Intellectual Property beyond the limited licence granted under Clause 3. The Customer shall not challenge, contest, or take any action inconsistent with the Company's ownership of its Intellectual Property Rights.

Any feedback, suggestions, or ideas submitted by the Customer regarding the Software shall be owned exclusively by the Company. The Customer hereby irrevocably assigns to the Company all right, title, and interest in such feedback and agrees to execute any documents necessary to effect such assignment, without additional compensation.

7. Ownership of Customer Data

Title to and ownership of all Data remains exclusively with the Customer. The Company makes no claim of ownership over the Customer's Data.

The Customer grants the Company a limited, non-exclusive licence to access, store, and process the Customer's Data solely to: (a) provide and maintain the Software; (b) comply with legal obligations; and (c) improve the Software in a de-identified or aggregated form that does not identify the Customer or any individual.

The Customer is solely responsible for:

•          maintaining independent backup copies of all Data;

•          ensuring that Data does not infringe any third-party rights;

•          the accuracy, completeness, and legality of all Data inputted into the Software.

The Company shall not be liable for any loss or corruption of Data, however caused.

8. Acceptable Use and Restrictions

The Customer agrees it shall not, and shall ensure its sub-users do not:

•          use the Software for any unlawful purpose or in violation of any applicable law, including laws relating to data protection, taxation, anti-money laundering, financial reporting, and consumer protection;

•          process or store data that infringes any third party's rights, including Intellectual Property Rights or rights of privacy;

•          upload or introduce any virus, malware, ransomware, spyware, or harmful code to the Software or the Company's systems;

•          attempt to gain unauthorised access to any part of the Software, other accounts, or the Company's networks;

•          conduct denial-of-service attacks, penetration testing, load testing, or automated scraping without prior written consent;

•          use the Software to harass, defame, or discriminate against any person;

•          use the Software in any manner that impairs its functionality or other users' access to it.

The Company reserves the right to suspend or terminate access immediately, without notice, upon reasonable suspicion of a breach of this Clause.

9. Multi-Account and Multi-Profile Architecture

CleanERP permits one registered account to host multiple profiles (e.g., Business, Employee, Student) with permission-driven access controls. The Customer is solely responsible for:

•          managing and controlling all access permissions for sub-users under its account;

•          ensuring all sub-users comply with this Agreement;

•          maintaining confidentiality of all login credentials and access tokens;

•          immediately notifying the Company at admin@cleanerp.com upon becoming aware of any unauthorised access or security breach.

The Company shall not be liable for any loss, damage, or breach arising from the Customer's failure to maintain adequate access controls or its disclosure of credentials to unauthorised persons.

10. Partner Programme

The Company may operate a Partner Programme under which authorised Partners may market the Software to their clients. Participation in the Partner Programme requires execution of a separate Partner Agreement governing commission structures, brand usage guidelines, sub-licensing limits, and liability allocation.

Acceptance of this Agreement does not confer Partner Programme status. Partners may not make representations about the Software beyond those expressly authorised by the Company in writing, and may not offer warranties on the Company's behalf.

The Company reserves the right to approve or reject applications and to terminate Partner status for breach of the Partner Agreement or this Agreement.

11. Advertising and Revenue Model

CleanERP is provided free of charge to Customers. The Company generates revenue through the display of advertisements within the Software and the Website. By accessing and using the Software, the Customer acknowledges and agrees that advertisements may be displayed as part of the free service, and that such display does not constitute a deficiency in the Software or a breach of this Agreement.

Advertisements displayed on the Software and Website may be served by the Company or by authorised third-party advertising networks. The Company does not endorse or take responsibility for the products, services, or representations made in any advertisement displayed on the platform. Customers should exercise their own judgement before acting on any advertisement.

Third-party advertising networks may use cookies, web beacons, and similar technologies to serve interest-based advertisements and measure campaign performance. The Company does not sell the Customer’s Personal Data to advertisers. The Customer’s rights in relation to advertising-related data processing are set out in the Privacy Policy, available at www.cleanerp.com/privacy-policy.

The Company reserves the right to modify the nature, frequency, and presentation of advertising at any time, including the introduction of sponsored content, provided that such changes are disclosed to Customers with reasonable notice. The Company shall not introduce advertising formats that are deceptive, intrusive, or in violation of applicable Indian law, including the Consumer Protection Act, 2019 and the Guidelines for Prevention of Misleading Advertisements, 2022.

12. Confidentiality

"Confidential Information" means all non-public information exchanged between the parties, whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential. Confidential Information does not include information that: (a) is or becomes publicly available through no breach by the receiving party; (b) was rightfully known to the receiving party prior to disclosure; (c) is independently developed without use of the disclosing party's Confidential Information; or (d) must be disclosed by law or court order, with prompt prior notice given to the disclosing party.

Each party shall hold the other's Confidential Information in strict confidence, use it only for purposes contemplated by this Agreement, and not disclose it to any third party without prior written consent. These obligations survive termination of this Agreement for 3 (three) years.

13. Termination and Suspension

Termination by Customer: The Customer may terminate this Agreement at any time by permanently ceasing to use the Software and submitting a written termination request via the account settings or to admin@cleanerp.com.

Termination by Company: The Company may terminate this Agreement with 30 (thirty) days' written notice to the Customer at any time and for any reason, including discontinuation of the Software.

Immediate Termination: The Company may suspend or terminate this Agreement immediately and without notice if: (a) the Customer breaches this Agreement and fails to remedy the breach within 7 (seven) days of a written notice; (b) the Customer engages in fraudulent, illegal, or abusive conduct; (c) the Customer becomes insolvent, bankrupt, or enters liquidation or administration.

Effect of Termination: Upon termination, the Customer's licence to access and use the Software is immediately revoked. The Company will suspend and subsequently deactivate the Customer's account.

Data Retention and Deletion: Following termination, the Company will retain the Customer's Data for 90 (ninety) days, during which the Customer may request data export. After this period, or upon the Customer's earlier written request, the Company will delete the Customer's Data from active systems in accordance with the Privacy Policy and the DPDP Act, 2023. Residual copies in backup systems will be purged within a further 90 (ninety) days.

Survival: Clauses 6, 7, 12, 15, 16, 17, 18, 19, 20, 21, 23 and 24 shall survive termination of this Agreement.

14. Support

The Company will provide standard customer support through the channels listed on the Website (which may include email, ticketing systems, and documentation). Support channels and availability may change from time to time.

Priority or dedicated support may be available as part of a Premium Services offering. The Company does not guarantee specific response times for support queries under the Free Tier, except as expressly stated in a signed support agreement or Premium Services order form.

15. Login Credentials and Account Security

The Customer shall ensure that all login credentials, usernames, passwords, API keys, and access tokens required to use the Software are kept strictly secure and confidential. The Customer is responsible for all activities that occur under its account.

The Customer must: (a) use strong passwords and enable multi-factor authentication where available; (b) not share credentials with unauthorised persons; (c) immediately notify the Company at admin@cleanerp.com of any known or suspected unauthorised access or security breach.

The Company shall not be liable for any loss or damage arising from the Customer's failure to comply with this Clause.

16. Software and Website Availability

The Company will use commercially reasonable efforts to ensure the Software is available to Customers. However, the Company does not warrant uninterrupted, error-free, or timely availability of the Software. The Software may be unavailable for scheduled or emergency maintenance, and the Company will use reasonable endeavours to provide advance notice via the Website or email for planned downtime exceeding 2 (two) hours.

The Company shall not be liable for any interruption of the Software caused by: (a) third-party infrastructure failures, including internet service providers, cloud hosting providers, or payment gateways; (b) Force Majeure Events; (c) the Customer's own systems, hardware, or internet connectivity; or (d) the Customer's actions or omissions.

17. Force Majeure

Neither party shall be liable for any delay or failure in performance of its obligations under this Agreement (other than payment obligations for Premium Services) to the extent such delay or failure is caused by a Force Majeure Event. The affected party shall: (a) give prompt written notice to the other party as soon as reasonably practicable; (b) use commercially reasonable efforts to mitigate the impact of the Force Majeure Event; and (c) resume performance as soon as the Force Majeure Event ceases.

If a Force Majeure Event continues for more than 60 (sixty) days, either party may terminate this Agreement upon 14 (fourteen) days' written notice, without liability to the other.

18. Acknowledgements by Customer

By using the Software, the Customer expressly acknowledges and agrees that:

•          the Customer shall only use the Software for lawful internal business purposes in accordance with this Agreement;

•          the Software is provided on an "as is, where is" basis, and the Customer uses it at their own risk;

•          the Company is not a licensed accountant, chartered accountant, financial advisor, or legal advisor, and the Software is not a substitute for professional advice; any accounting, tax, GST, payroll, or financial decisions should be made in consultation with a qualified professional;

•          it is the Customer's sole responsibility to ensure the Software meets their specific business requirements before committing to its use;

•          where the Customer uses the Software on behalf of an organisation, the Customer represents they have authority to bind that organisation, which shall be liable for the Customer's actions or omissions;

•          the Company makes no representations about compatibility with the Customer's specific hardware, software, or operating environment.

19. Limitation of Liability

To the maximum extent permitted by applicable law, the Company excludes all liability to the Customer for any indirect, incidental, special, exemplary, consequential, punitive, or similar damages, including loss of revenue, loss of profits, loss of business, loss of Data, or loss of goodwill, arising from or in connection with the Customer's use of or inability to use the Software, regardless of whether such damages were foreseeable.

The Company's total aggregate liability to the Customer under or in connection with this Agreement, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall not exceed:

•          for Customers on the Free Tier: INR 5,000 (Indian Rupees Five Thousand) in the aggregate; or

•          for Customers who have paid for Premium Services: the total fees paid by the Customer to the Company in the 3 (three) months immediately preceding the event giving rise to the claim.

Nothing in this Clause shall exclude or limit the Company's liability for: (a) death or personal injury caused by its negligence; (b) fraud or fraudulent misrepresentation; or (c) any liability that cannot be excluded or limited under applicable mandatory Indian law.

20. Indemnification

The Customer agrees to defend, indemnify, and hold harmless the Company, its directors, officers, employees, affiliates, successors, and assigns from and against any and all claims, actions, losses, damages, penalties, fines, costs, and expenses (including reasonable legal fees) arising out of or in connection with:

•          the Customer's breach of this Agreement;

•          the Customer's violation of any applicable law or regulation;

•          the Customer's Data or content, including any claim by a third party that the Customer's Data infringes their Intellectual Property Rights or privacy rights;

•          the Customer's misuse of the Software or the Website.

21. Communication Conditions

If the Customer uses any communication tools available through the Software (such as forums, chat rooms, or message centres), the Customer agrees to use such tools only for lawful and legitimate purposes directly related to the use of the Software. The Customer must not transmit: (a) unsolicited commercial messages or spam; (b) harmful or malicious code; (c) content that infringes any third-party rights; (d) material that is offensive, defamatory, or in violation of any applicable law.

The Company reserves the right to remove any communication or content from the Software at its sole discretion and without prior notice.

22. Academic Module - Special Provisions

The Academic Management Module is designed for use by educational institutions. Customers using this module acknowledge that they may process Data relating to students, who may include minors (individuals under 18 years of age). The Customer, as the institution responsible for such Data, undertakes to:

•          obtain all necessary consents from parents or legal guardians of minor students before processing their Personal Data, including Verifiable Parental Consent as required under the DPDP Act, 2023;

•          implement appropriate technical and organisational safeguards to protect student Data;

•          ensure that student Data is used only for educational and institutional management purposes and not for any commercial purpose;

•          comply with all applicable laws governing the collection, storage, and processing of minors' data;

•          immediately notify the Company at admin@cleanerp.com if any breach involving student Data occurs.

The Company shall implement appropriate technical measures to protect the Data of minors but shall not be the primary data fiduciary responsible for obtaining parental consent, that responsibility rests with the educational institution as the Customer.

23. Dispute Resolution and Arbitration

The parties shall use their best efforts to resolve any dispute arising out of or relating to this Agreement through good-faith negotiations. The aggrieved party shall give written notice of the dispute to the other party, following which the parties shall attempt to resolve the matter within 30 (thirty) days through negotiation.

If the dispute is not resolved through negotiation within 30 days of referral, either party may refer the dispute to binding arbitration in accordance with the Arbitration and Conciliation Act, 1996 (as amended). The arbitration shall be conducted by a sole arbitrator mutually agreed upon by the parties or, failing agreement, appointed by the competent court. The seat and venue of arbitration shall be Tirupati, Andhra Pradesh, India. The language of arbitration shall be English. The arbitrator's award shall be final and binding.

24. Governing Law and Jurisdiction

This Agreement is governed by and shall be construed in accordance with the laws of India. Subject to the arbitration provisions in Clause 22, the courts at Madanapalle, Andhra Pradesh, India, shall have exclusive jurisdiction over all disputes arising out of or in connection with this Agreement that are not resolved by arbitration.

24. Rights of Third Parties

A person or entity that is not a party to this Agreement has no right to enforce, benefit from, or rely on any term of this Agreement.

25. Assignment

The Customer may not assign, transfer, sublicense, novate, or otherwise dispose of this Agreement or any rights or obligations under it without the prior written consent of the Company.

The Company may assign or transfer this Agreement, or any rights or obligations under it, to any successor, acquirer, or affiliate of the Company without the Customer's consent, provided the Company gives reasonable prior notice of such assignment.

26. Waiver

No failure or delay by either party in exercising any right, power, or privilege under this Agreement shall operate as a waiver of that right, power, or privilege. No waiver shall be effective unless made in writing and signed by the waiving party. A waiver of any right on one occasion does not constitute a waiver of that right on any future occasion.

27. Severability

If any provision of this Agreement is held to be invalid, unlawful, unenforceable, or in conflict with any applicable law, that provision shall be modified to the minimum extent necessary to make it valid and enforceable, or severed from the Agreement if it cannot be so modified. The remainder of the Agreement shall remain in full force and effect.

28. Entire Agreement

This Agreement, together with the Privacy Policy and the Refund and Cancellation Policy, constitutes the entire agreement between the Customer and the Company with respect to the subject matter hereof and supersedes all prior negotiations, representations, warranties, and agreements, whether oral or written.

29. Privacy

The Company's Privacy Policy, available at https://www.cleanerp.com/privacy-policy, forms an integral part of this Agreement. By accepting this Agreement, the Customer also accepts the Privacy Policy. The Privacy Policy describes how the Company collects, processes, stores, and protects Personal Data in accordance with the DPDP Act, 2023, and the IT Act, 2000.

30. Acceptance

By selecting "I Accept the Terms and Conditions" upon registration, by accessing or using the Software, or by continuing to use the Software after any amendments are posted, the Customer agrees to be legally bound by all clauses of this Agreement.

If you are accepting this Agreement on behalf of a company or other legal entity, you represent that you have the authority to bind such entity to this Agreement.

For queries regarding these Terms and Conditions, please contact:

Rizzle Technology Private Limited

Email: admin@cleanerp.com

Website: www.cleanerp.com

Registered Office: Madanapalle, Andhra Pradesh, India

CIN: U72900AP2019PTC110174