Terms of Service

In these Terms of Service, the following definitions apply:

"Account" means the registered account created by the Customer to access and use the Platform.

"Acceptable Use Policy" means the policy set forth in Section 10, governing prohibited uses of the Platform.

"Authorised User" means any individual to whom the Customer grants access to the Platform under the Customer's Account, including employees, contractors, and agents acting within the scope of their authority.

"BayX" or "Platform" means the cloud-based garage management software application provided by Nuevexa, including all associated features such as job management, customer communications, scheduling, invoicing, reporting, and related tools, together with all updates and Documentation.​

"Confidential Information" means all non-public information disclosed by either party that is marked as confidential or would reasonably be considered confidential given its nature and circumstances of disclosure.

"Customer" or "You" means the garage, automotive service centre, workshop, or business entity that registers for and subscribes to the Platform.

"Customer Data" means all data, content, materials, and information uploaded, submitted, transmitted, or otherwise provided to the Platform by the Customer or Authorised Users, including vehicle information, customer records, service documentation, photographs, communications, and business settings.​

"Documentation" means the technical specifications, user guides, operational instructions, and training materials provided by the Provider relating to the Platform.

"Personal Data" means any information relating to an identified or identifiable natural person, as defined under applicable Data Protection Laws.

"Provider" or "We" or "Us" or "Our" means Nuevexa, the technology and digital transformation company providing the BayX Platform, with registered operations and contact details as specified in Section 18.

"Services" means the provision of access to and use of the Platform, including technical support, system maintenance, data storage, and feature updates as specified in the applicable Subscription Plan.

"Subscription Plan" or "Tier" means the specific service level selected by the Customer, defining usage limits, feature access, pricing, and support entitlements.​

"Subscription Term" means the initial subscription period and any subsequent renewal periods during which the Customer maintains an active subscription.

Unless the context otherwise requires:

• References to singular include plural and vice versa;
• Headings are for convenience only and do not affect interpretation;
• References to "including" or "includes" are without limitation;
• References to statutes include amendments, re-enactments, and subordinate legislation;
• References to "writing" include electronic communications.

By creating an Account, accessing the Platform, or using any Services, the Customer agrees to be bound by these Terms of Service in their entirety. If You do not agree to these Terms, You must immediately cease all use of the Platform and contact Us to terminate Your Account.

The Customer represents and warrants that:

• It is a duly organised and validly existing business entity with full authority to enter into this Agreement;
• The individual accepting these Terms on behalf of the Customer has the requisite authority to bind the Customer;
• Entering into this Agreement does not violate any other agreement or legal obligation to which the Customer is a party;
• The Customer will use the Platform solely for lawful business purposes related to automotive service and garage operations;
• All information provided during registration is accurate, complete, and current.

The Platform is intended exclusively for commercial and business use by automotive service providers. Authorised Users must be at least 18 years of age. The Customer is solely responsible for ensuring all Authorised Users comply with these Terms and applicable laws.

We reserve the right to verify the Customer's business credentials and identity at any time. Failure to provide requested verification documentation within ten (10) business days may result in Account suspension or termination.

To access the Platform, the Customer must complete the registration process by providing business name, contact information, billing details, selected Subscription Plan, and payment method.

The Customer is solely responsible for:

• Maintaining the confidentiality of all Account credentials and authentication tokens;
• All activities occurring under the Account, whether performed by the Customer or any Authorised User;
• Implementing appropriate internal controls to restrict access according to assigned roles and permissions;
• Immediately notifying Us of any suspected unauthorised access or security breach.

We shall not be liable for any loss arising from the Customer's failure to maintain credential security.

The Customer may create Authorised User accounts in accordance with Subscription Plan limits. The Customer remains fully liable for all actions taken by Authorised Users, including data modifications, communications sent via the Platform, and violations of these Terms.

We reserve the right to suspend or terminate any Account immediately without prior notice if:

• The Customer breaches any provision of these Terms;
• Payment obligations remain unsatisfied beyond applicable grace periods;
• The Account is used for fraudulent, illegal, or prohibited activities;
• We reasonably believe the Account poses a security risk or legal liability;
• The Customer exceeds Subscription Plan limits without upgrading.​

Subject to compliance with these Terms and payment of applicable fees, We grant the Customer a non-exclusive, non-transferable, revocable, limited licence to access and use the Platform during the Subscription Term solely for the Customer's internal business operations.

The Customer shall not, and shall ensure Authorised Users do not:

• Copy, modify, reverse engineer, decompile, or disassemble any portion of the Platform;
• Sublicense, resell, rent, lease, or otherwise transfer rights to the Platform;
• Remove, obscure, or alter any proprietary notices or labels on the Platform;
• Use the Platform to develop competing products or services;
• Access the Platform through automated means not expressly provided by Us;
• Attempt to gain unauthorised access to any systems, networks, or data connected to the Platform;
• Use the Platform in any manner that violates applicable laws or regulations.​

Each Subscription Plan includes defined usage limits regarding number of users, storage capacity, transaction volumes, or other metrics as specified during registration. The Customer must upgrade to a higher-tier plan if usage exceeds limits. We may throttle or restrict access if the Customer persistently exceeds limitations without upgrading.

New Customers may be eligible for a free trial period, during which Platform features are accessible without payment. The Customer must provide valid payment credentials before the trial ends to continue accessing the Platform. Failure to subscribe to a paid plan prior to trial expiration will result in automatic Account suspension.

The Customer agrees to pay all fees associated with the selected Subscription Plan as specified during registration or as displayed in the Account dashboard. All fees are quoted in the currency selected at registration and are subject to change in accordance with Section 5.4.

Unless otherwise agreed in writing:

• Fees are payable in advance on a monthly or annual basis as selected;
• Payment is processed automatically using the Customer's designated payment method;
• Initial payment is due immediately upon selection of a paid Subscription Plan;
• Subscription renewals are charged automatically unless the Customer cancels prior to the renewal date.​

The Customer is responsible for ensuring payment methods remain valid and have sufficient funds available.

If payment is not successfully processed by the due date:

• We will attempt to re-process payment;
• If payment remains unsatisfied for ten (10) days beyond the due date, We may suspend access immediately;
• Late fees of 1.5% per month or the maximum rate permitted by law, whichever is lower, may be applied to overdue amounts;
• We may delete Customer Data if the Account remains suspended for more than 30 days.

We reserve the right to modify pricing for Subscription Plans at any time. Revised pricing will take effect upon the commencement of the next renewal period following at least thirty (30) days' written notice. Continued use of the Platform after the effective date constitutes acceptance of the revised pricing.

All fees are exclusive of taxes, levies, duties, and similar governmental charges (collectively, "Taxes"). The Customer is responsible for payment of all applicable Taxes in their jurisdiction.

For Customers located in India: Indian Goods and Services Tax (GST) will be applied as per applicable rates under the IGST Act, 2017.

For Customers in jurisdictions requiring the Provider to collect taxes: Such taxes will be added to invoices and remitted to the appropriate tax authorities.

All fees paid are non-refundable under any circumstances, except as expressly required by applicable law. We do not provide refunds, credits, or prorated reimbursements for partial subscription periods, unused Services, Account suspension, or cancellation.

The initial Subscription Term commences on the date of Account activation and continues for the period selected by the Customer (monthly or annual).

Unless the Customer provides written notice of cancellation at least forty-eight (48) hours before the end of the then-current Subscription Term, the subscription will automatically renew for successive periods equal in length to the initial term, subject to the pricing then in effect.

The Customer may terminate the subscription at any time by accessing Account settings or sending written notice to Us. Termination will be effective at the end of the then-current billing period. No refunds will be provided for the remainder of any prepaid period.

Either party may terminate this Agreement immediately upon written notice if the other party materially breaches these Terms and fails to cure the breach within fifteen (15) days of receiving written notice.

We may terminate immediately without notice if the Customer violates the Acceptable Use Policy or poses a security or legal risk.

Upon termination or expiration:

• All licences granted hereunder immediately cease;
• We will disable the Customer's Account;
• Customer Data will be retained for thirty (30) days to allow retrieval, after which all Customer Data will be permanently deleted;​
• Accrued payment obligations survive termination and remain immediately due and payable;
• Sections 7, 9, 12, 13, 14, 15, and 17 survive termination indefinitely.​

The Customer acknowledges that We have no obligation to maintain or provide access to Customer Data after termination.

The Customer retains all ownership rights, title, and interest in and to Customer Data. We acquire no ownership rights in Customer Data except as necessary to provide the Services.

The Customer grants Us a non-exclusive, worldwide, royalty-free licence to access, use, process, copy, store, transmit, and display Customer Data solely to the extent necessary to provide the Services, comply with legal obligations, and enforce these Terms.

The Customer represents, warrants, and covenants that:

• It has all necessary rights and consents to upload Customer Data to the Platform;
• Customer Data does not infringe or violate any third party's intellectual property rights, privacy rights, or other legal rights;
• Customer Data does not contain viruses, malware, or harmful code;
• The Customer will comply with all applicable data protection and privacy laws in connection with Customer Data.

We implement commercially reasonable technical and organisational measures designed to protect Customer Data from unauthorised access, disclosure, alteration, or destruction. However, no security system is impenetrable, and We do not guarantee absolute security.

The Customer is solely responsible for maintaining independent backups of Customer Data. Upon request during the Subscription Term or within thirty (30) days following termination, We will provide the Customer with an export of Customer Data in a commonly used format, subject to payment of applicable retrieval fees.

Following termination or upon Customer request, We will delete Customer Data in accordance with Our data retention policies and legal obligations. Once deleted, Customer Data cannot be recovered.

Our collection, use, and processing of Personal Data is governed by the Privacy Policy, incorporated into these Terms by reference. The Customer agrees to review and comply with the Privacy Policy.

To the extent the Platform processes Personal Data:

• The Customer acts as the data controller and is responsible for ensuring lawful processing, obtaining necessary consents, and providing required notices to data subjects;
• We act as the data processor and process Personal Data solely on the Customer's behalf in accordance with documented instructions.

For Customers subject to GDPR, UAE PDPL, or similar data protection laws requiring written data processing agreements, the Data Processing Agreement forms part of these Terms and governs the processing of Personal Data.

The Customer is responsible for responding to data subject requests (access, rectification, erasure, portability, restriction, objection). We will provide reasonable assistance upon written request, subject to reimbursement of associated costs.

Customer Data may be transferred to, processed, and stored in jurisdictions outside the Customer's location, including jurisdictions that may not provide equivalent data protection standards. By using the Platform, the Customer consents to such transfers.

We will notify the Customer without undue delay upon becoming aware of any unauthorised access to or acquisition of Customer Data that is reasonably likely to result in risk to individuals' rights and freedoms.

The Platform, including all software, algorithms, designs, interfaces, Documentation, trademarks, logos, and all intellectual property rights therein, is and remains the exclusive property of Nuevexa and its licensors. These Terms do not transfer any ownership rights to the Customer.

If the Customer provides suggestions or feedback regarding the Platform, We may use such feedback without restriction or compensation. The Customer hereby assigns all rights, title, and interest in feedback to Us.

The Customer acknowledges that the Platform contains proprietary and confidential information protected by intellectual property laws and international treaties. Any unauthorised use, reproduction, or distribution constitutes a material breach and may subject the Customer to civil and criminal liability.

The Customer shall not, and shall ensure Authorised Users do not, use the Platform to:

• Violate any applicable law, regulation, or third party right;
• Transmit, store, or process any content that is unlawful, defamatory, obscene, harassing, threatening, or otherwise objectionable;
• Distribute viruses, malware, or other malicious code;
• Engage in fraudulent, deceptive, or misleading practices;
• Interfere with or disrupt the integrity, performance, or security of the Platform;
• Attempt to gain unauthorised access to any systems, accounts, or data;
• Use the Platform to send unsolicited communications or spam;
• Impersonate any person or entity;
• Infringe upon intellectual property rights or privacy rights of any third party.

We reserve the right to monitor Customer use of the Platform to ensure compliance with this Acceptable Use Policy and may investigate suspected violations.

Violation of this Acceptable Use Policy constitutes a material breach. We may suspend or terminate the Account, delete violating content, report violations to authorities, and seek legal remedies.

The Platform may integrate with or contain links to third-party services, applications, or websites (collectively, "Third Party Services"). Such integrations are provided for convenience only.

We do not endorse, control, or assume responsibility for Third Party Services. The Customer's use of Third Party Services is governed by separate terms of the third-party providers.

We make no representations or warranties regarding Third Party Services, including their availability, accuracy, reliability, security, or compliance with laws. The Customer uses Third Party Services entirely at its own risk.

If the Customer enables integrations with Third Party Services, Customer Data may be shared with such third parties. The Customer is responsible for reviewing third-party privacy policies and obtaining necessary consents before enabling integrations.

Each party warrants that it has the legal authority to enter into this Agreement and its performance will comply with applicable laws.

We will use commercially reasonable efforts to make the Platform available. This is a service objective only and does not constitute a warranty or guarantee.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE PLATFORM AND ALL SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE.

WE SPECIFICALLY DISCLAIM ALL IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, RELIABILITY, AND FREEDOM FROM ERRORS.

WE DO NOT WARRANT THAT:

• The Platform will meet the Customer's requirements or expectations;
• The Platform will be uninterrupted, error-free, secure, or free from viruses;
• Any errors or defects will be corrected;
• Customer Data will be secure or not lost, damaged, or corrupted.

The Platform is a software tool and does not provide legal, financial, tax, or professional advice. The Customer is solely responsible for consulting qualified professionals and making independent business decisions.

The Customer agrees to indemnify, defend, and hold harmless the Provider and its affiliates from and against any claims, damages, losses, liabilities, and expenses (including reasonable legal fees) arising out of or relating to:

• The Customer's or any Authorised User's use or misuse of the Platform;
• Breach of these Terms by the Customer or any Authorised User;
• Customer Data, including any claims of infringement or violation of rights;
• Violation of applicable laws or regulations by the Customer.

We will indemnify the Customer against third-party claims alleging that the Platform, when used in accordance with these Terms, infringes a valid patent, copyright, or trademark. If the Platform becomes subject to an infringement claim, We may obtain rights to continue use, replace or modify the Platform, or terminate the subscription and refund prepaid fees for the unused portion.

We have no indemnification obligation for claims arising from modifications not made by Us, use in combination with third-party products, Customer Data, or use in violation of these Terms.

THIS SECTION 13 STATES THE PARTIES' SOLE AND EXCLUSIVE REMEDIES WITH RESPECT TO INTELLECTUAL PROPERTY INFRINGEMENT CLAIMS.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL WE BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, REVENUE, BUSINESS, DATA, GOODWILL, OR BUSINESS INTERRUPTION, WHETHER ARISING UNDER CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

OUR TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS SHALL NOT EXCEED THE TOTAL FEES PAID BY THE CUSTOMER DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO LIABILITY.

The limitations in this Section do not apply to the Customer's indemnification obligations, liability arising from fraud or wilful misconduct, or liability that cannot be excluded under applicable law.

The Customer acknowledges that the limitations of liability reflect a reasonable allocation of risk and form an essential basis of the bargain. The fees charged would be substantially higher without these limitations.

Each party agrees to hold the other party's Confidential Information in strict confidence, use it solely to perform obligations under this Agreement, and protect it using at least the same degree of care used to protect its own confidential information, but no less than reasonable care.

Confidentiality obligations do not apply to information that is publicly available, rightfully known prior to disclosure, rightfully received from a third party, independently developed, or required to be disclosed pursuant to legal process.

The parties acknowledge that breach of confidentiality obligations may cause irreparable harm for which monetary damages are inadequate, and the non-breaching party is entitled to seek injunctive relief.

This Agreement shall be governed by and construed in accordance with the laws of India.

Any dispute arising out of or relating to this Agreement shall be resolved through binding arbitration administered under the Arbitration and Conciliation Act, 1996, with the seat of arbitration in Kochi, Kerala, India. The arbitration shall be conducted in English by a single arbitrator mutually agreed upon by the parties.

Subject to arbitration, the parties submit to the non-exclusive jurisdiction of the courts of Kochi, Kerala, India.

These Terms, together with the Privacy Policy and Data Processing Agreement, constitute the entire agreement between the parties and supersede all prior agreements and understandings.

We reserve the right to modify these Terms at any time by posting revised Terms or providing notice via email. Material changes will take effect thirty (30) days after notice. Continued use of the Platform after the effective date constitutes acceptance.

If any provision of these Terms is held invalid or unenforceable, the remaining provisions shall continue in full force and effect.

No waiver of any provision constitutes a continuing waiver unless expressly provided in writing.

The Customer may not assign this Agreement without Our prior written consent. We may assign this Agreement to any affiliate or successor.

The parties are independent contractors. These Terms do not create a partnership, joint venture, or agency relationship.

All notices must be in writing and delivered via email. Notices to Us should be sent to privacy@bayx.app

The Customer agrees to comply with all applicable export control and sanctions laws.

These Terms are for the sole benefit of the parties and do not confer rights upon any third party.

These Terms are drafted in the English language. In the event of conflict between the English version and any translation, the English version shall prevail.

Legal Entity: Nuevexa

Registered Office: LR Towers, Kochi, Kerala, India 682025

GSTIN: 32CFKPJ9589J1Z

Email: info@bayx.app

For billing inquiries: support@bayx.app

For data protection inquiries: privacy@bayx.app