The agreement.

1. Parties and acceptance

These Terms of Service ("Terms") constitute a legally binding agreement under the Indian Contract Act, 1872 between TUD Innovations (OPC) Private Limited, a one-person company incorporated under the Companies Act, 2013 with its registered office at New Delhi, India ("Kenro", "we", "us"), and the business entity or proprietor named in a written proposal from Kenro ("Customer", "you"). By accepting that proposal (including by email or by paying its first invoice), or by using the Services, you represent that you are authorised to bind the Customer and you accept these Terms. The accepted proposal forms part of this agreement; where the proposal and these Terms differ, the proposal governs for that Customer. These Terms are an electronic record under the Information Technology Act, 2000 and do not require physical or digital signatures.

In plain words: Accepting our written proposal, or using Kenro, means your dealership is agreeing to this contract with us. Where your proposal says something different, your proposal wins.

2. The Services

"Services" means Kenro Dealership, software for pre-owned car dealerships covering purchase approvals, refurbishment, leads, test drives, bookings, loans, insurance, RTO and delivery, used through a web browser on phones and desktops and through an owner console, together with its built-in AI assistant. Kenro sets up the Services for each Customer as its own installation with its own database, and provides them as a hosted service to business users only; they are not offered to consumers for personal use.

3. Licence and account

Kenro grants the Customer a non-exclusive, non-transferable licence to access and use the Services for the Customer's own dealership operations for so long as the Customer's subscription (Clause 4) remains active. On expiry or non-payment of the subscription, and following the grace period stated in Clause 4, the Services enter READ-ONLY MODE: the Customer retains full read access to all Customer Data and full export of that data in machine-readable form, at no charge, for twelve (12) months from the start of read-only mode, and loses only the ability to create or modify records. Kenro shall remind the Customer in writing before that period ends; after it, Kenro may permanently delete Customer Data, except records it must retain by law. Kenro shall not withhold or hold to ransom Customer Data at any point, whether or not the subscription is active. The licence may be revoked only for material breach of these Terms (Clause 17). One subscription serves one showroom; a business with several branches, or a dealer group, is quoted per account in its proposal. The account owner controls team access and remains responsible for all activity under the account's credentials, including those of team members it authorises. You must provide accurate business information, including a valid GSTIN where applicable, and keep credentials confidential. Should Kenro ever permanently discontinue hosted operation of the Services, it shall give not less than ninety (90) days' written notice and maintain the Customer's data-export access throughout that period.

In plain words: While you're subscribed, it's yours to use. If you stop paying, you're never locked out — after the grace period Kenro goes read-only, so you can still open and export everything for 12 months, with reminders before anything is deleted. We never hold your data hostage. One subscription, one showroom; groups are quoted as one account.

4. Fees, subscription and setup

The Services are supplied against a subscription per showroom, payable yearly or monthly as set out in the Customer's proposal. Kenro does not publish its prices: the subscription fee is the amount in Kenro's written proposal to the Customer, which forms part of this agreement. Fees are never charged per user or metered by usage; a business with several branches, or a dealer group, is quoted per account. Every amount is as stated in the proposal and, unless the proposal states otherwise, is inclusive of Goods and Services Tax. Kenro sets up the Services for the Customer: it creates the Customer's own installation and database, sets up its branches, staff accounts and car masters, imports the existing records the Customer supplies in a usable form, and trains the Customer's staff, as described in the proposal. Unless the proposal states otherwise, this setup is included in the subscription and carries no separate fee. The subscription covers hosting, the Services and all updates to them, daily backups, and support. The subscription renews on the anniversary of its commencement date, or monthly for a monthly subscription. Non-payment is followed by a grace period of fifteen (15) days, after which the Services enter read-only mode as described in Clause 3; the Customer's read access and export rights continue for twelve (12) months and without charge. Support is provided in writing, through the channels set out in Clause 12; unless the proposal provides for it, Kenro does not undertake on-site attendance or telephone support under this agreement. Kenro may revise subscription fees prospectively with not less than sixty (60) days' written notice; a revision never applies to a period already paid for and takes effect for a Customer only from its next renewal.

In plain words: One price per showroom, quoted in your written proposal, paid yearly or monthly; never per user, never metered. A group gets one quote for the account. We set it up for you: your installation, branches, staff and car masters, your existing records moved in and your team trained. Help is always in writing. Your price never changes during a paid term; any change applies only from your next renewal, with 60 days' notice. Stop paying and after 15 days it goes read-only: you keep reading and exporting everything for 12 months.

5. Payment and invoicing

The subscription is payable in advance, yearly or monthly as the proposal states, against a GST tax invoice issued by Kenro, by bank transfer or UPI, before the subscription commences; thereafter each renewal is payable in advance of the renewal date. Once Kenro's online payment facility is activated, payment may optionally be made by automatic mandate (processed by an RBI-authorised payment aggregator), cancellable at any time. A subscription that is not renewed simply lapses at the end of the period paid for; lapse is not a breach and attracts no penalty, and a lapsed subscription may be resumed at any time at the price in a new proposal from Kenro. All amounts paid are non-refundable, in whole or in part, including any amount covering setup, and including where the Customer terminates early or does not use the Service. A monthly subscription may be cancelled at any time, effective at the end of the month already paid. The Customer's Data rights under Clause 3 continue regardless, including the right to a clean spreadsheet export of its own Customer Data provided by Kenro on request. Goods and Services Tax is stated separately on every invoice as required by the Central Goods and Services Tax Act, 2017 and applicable state legislation. Kenro does not collect, hold or route payments made by the Customer's own customers at any time.

In plain words: Pay in advance, yearly or monthly, by bank transfer or UPI. Payments, including setup, aren't refunded, but a monthly plan can stop any time and runs to the end of the month you've paid for. Your data is always yours to export. Don't renew and nothing bad happens — it goes read-only, and you can restart with a new proposal whenever you like.

6. Customer Data — ownership

All data entered into the Services by or for the Customer — including customer and lead records, vehicle records and documents, bookings, loan, insurance and RTO records, photos, and financial entries ("Customer Data") — is and remains the exclusive property of the Customer. Kenro claims no intellectual-property rights in Customer Data. The Customer may export its Customer Data at any time, through the Services or on request from Kenro. Upon termination, Customer Data is retained and thereafter deleted in accordance with Clause 3, the Kenro Privacy Policy and applicable law; after deletion Kenro keeps only records it is required by law to keep.

In plain words: Your data is yours. Export it whenever you like. We never hold it hostage.

7. Data protection (DPDPA 2023)

The parties acknowledge their respective obligations under the Digital Personal Data Protection Act, 2023 ("DPDPA"). In respect of personal data of the Customer's own customers processed within the Services, the Customer is the Data Fiduciary and Kenro acts as a Data Processor processing such data solely on the Customer's instructions as embodied in the Services' functionality. In respect of the Customer's account data, Kenro is the Data Fiduciary. Kenro implements reasonable security safeguards (encryption in transit and at rest, a separate installation and database for each Customer, role-based access controls and an audit trail) and shall notify the Customer without undue delay of any personal-data breach affecting Customer Data, in accordance with the DPDPA and rules thereunder. Kenro does not sell personal data and does not use Customer Data to train artificial-intelligence models. The Customer is responsible for having a lawful basis, and giving any notice or obtaining any consent the law requires, for the personal data it records in the Services, including identity documents such as Aadhaar and PAN, and for recording only what its business needs.

In plain words: Under India's data-protection law: your customers' data is processed only for you. We secure it, we tell you fast if something goes wrong, we never sell it.

8. AI features

The built-in AI assistant generates suggestions (answers, drafts and summaries) from the Customer's own records, using third-party large-language-model providers under contract with Kenro. AI output is assistive only: the Customer is solely responsible for reviewing AI-generated content before relying on it or sending it to any third party, including prices, loan, insurance and tax figures. AI usage is subject to a fair-use cap per showroom; Kenro may throttle usage exceeding the cap to protect service quality. No AI feature is required for core record-keeping functions, which remain fully manual-capable.

In plain words: The AI drafts; you decide. Check anything it writes before it reaches a customer.

9. What Kenro is not

Kenro is dealership software and expressly is not: (a) a payment aggregator, payment system operator, or intermediary under the Payment and Settlement Systems Act, 2007 — payments between the Customer and its customers occur directly between those parties and Kenro never holds, collects, or settles such funds; (b) a lender, non-banking financial company, insurer, insurance intermediary or RTO agent — loans, insurance and registration transfers tracked in the Services are arranged by the Customer with the relevant bank, insurer, agent or authority; (c) a provider of accounting, tax, or legal advice — documents and exports generated by the Services are prepared from data entered by the Customer, and statutory filing obligations remain solely the Customer's; (d) an escrow, marketplace, or counterparty to any transaction recorded in the Services, including the purchase or sale of any vehicle.

In plain words: We record your money flow and your paperwork; we never touch the money, lend, insure or act as your RTO agent. And we don't replace your CA.

10. Acceptable use

The Customer shall not, and shall ensure its users do not: (a) use the Services in violation of applicable law, including the Information Technology Act, 2000; (b) resell, sublicense, or provide the Services to third parties; (c) attempt to gain unauthorised access to any system, other tenant's data, or non-public functionality, including by probing or penetration-testing without written consent; (d) upload unlawful content or malware; (e) use the Services to send unsolicited commercial communications in violation of TRAI regulations; or (f) reverse-engineer the Services except as permitted by law. Kenro may suspend accounts engaged in material breach of this clause after notice, or immediately where continued operation risks harm to other customers or the Services.

In plain words: Run your showroom with it. Don't hack it, resell it, spam with it, or break the law with it.

11. Third-party services

The Services are hosted on and interoperate with third-party infrastructure and services, including cloud hosting and database services with data stored in India (Mumbai), email and messaging services, payment processing (upon activation), and AI model providers. Kenro remains responsible to the Customer for the Services as a whole, but is not liable for outages or defects solely attributable to third-party providers beyond exercising reasonable skill in their selection and integration. WhatsApp-based flows use the Customer's own WhatsApp; Kenro does not operate the WhatsApp platform.

12. Availability and support

Kenro shall use commercially reasonable efforts to keep the Services available, monitored, and backed up (encrypted daily backups, kept for seven (7) days), but does not warrant uninterrupted or error-free operation and offers no uptime guarantee under these Terms. Scheduled maintenance shall, where practicable, be performed outside Indian business hours. Support is provided in English and Hindi via hello@usekenro.com; any response targets for the Customer are set out in its proposal.

In plain words: We keep it up and backed up, and we're honest that no software is up 100% of the time.

13. Intellectual property

The Services, including software, design, trademarks ("Kenro"), and documentation, are and remain the exclusive property of TUD Innovations (OPC) Private Limited or its licensors. No rights are granted except the licence in Clause 3. Feedback voluntarily provided by the Customer may be used by Kenro to improve the Services without obligation.

14. Warranties and disclaimer

Each party warrants it has authority to enter these Terms. Save as expressly stated, the Services are provided "as is" and, to the maximum extent permitted by law, Kenro disclaims all implied warranties, including merchantability, fitness for a particular purpose, and non-infringement. Kenro does not warrant that outputs (including documents and figures presented for review) are error-free; the Customer must verify statutory documents before issue.

15. Limitation of liability

To the maximum extent permitted by law: (a) neither party is liable for indirect, incidental, consequential, or punitive damages, or for loss of profits, revenue, goodwill, or data (except each party's obligations for Customer Data under Clauses 6–7); and (b) Kenro's aggregate liability arising out of or relating to these Terms shall not exceed the total fees paid by the Customer to Kenro in the twelve (12) months preceding the event giving rise to the claim. Nothing limits liability for fraud, gross negligence, wilful misconduct, or any liability that cannot be limited under Indian law.

In plain words: Our liability is capped at what you paid us in the last year — a fair cap for software priced like Kenro.

16. Indemnity

The Customer shall indemnify Kenro against third-party claims arising from (a) Customer Data unlawfully collected or processed by the Customer, (b) the Customer's breach of Clause 10, or (c) statutory filings made by the Customer. Kenro shall indemnify the Customer against third-party claims that the Services, as provided, infringe Indian intellectual-property rights, provided Kenro controls the defence and the Customer's use conformed to these Terms.

17. Term, suspension and termination

These Terms apply from account creation until termination. Stopping a subscription is not termination (Clauses 4–5) — the account continues in read-only mode and the Customer retains full read and export access to its data. The Customer may terminate entirely at any time by written notice, ceasing use, and closing the account. Kenro may terminate for material breach not cured within fifteen (15) days of written notice, or suspend immediately under Clause 10; non-payment of the subscription is never a material breach; it results only in read-only mode under Clause 3. Upon termination: outstanding invoiced fees remain payable; the Customer retains export access to Customer Data for thirty (30) days (and tax records are retained per Clause 6); and Clauses 6–7, 13–16, 18–19 survive.

In plain words: Stopping your subscription isn't leaving — your records stay readable and exportable. If you ever truly leave, export first; we only terminate for real cause, with notice.

18. Governing law and dispute resolution

These Terms are governed by the laws of India. Any dispute arising out of or in connection with these Terms shall first be attempted to be resolved amicably within thirty (30) days of written notice. Failing resolution, disputes shall be referred to arbitration by a sole arbitrator under the Arbitration and Conciliation Act, 1996, seated in New Delhi, conducted in English; the award shall be final and binding. Subject to the foregoing, courts at New Delhi shall have exclusive jurisdiction, including for interim relief.

In plain words: Indian law. We talk first; if that fails, arbitration in New Delhi.

19. General

Notices shall be sent to the Customer's registered email and to Kenro at hello@usekenro.com. Neither party is liable for delay caused by events beyond reasonable control (force majeure). The Customer may not assign these Terms without consent; Kenro may assign to an affiliate or in connection with a corporate reorganisation. If any clause is held unenforceable, the remainder survives. Kenro may amend these Terms prospectively with notice through the Services or email; continued use after the effective date constitutes acceptance. These Terms, together with the Customer's accepted proposal, the Privacy Policy and the Data Processing Addendum, are the entire agreement.