Terms and Conditions

Effective Date: Jan 5, 2025
Last Updated: May 11, 2025

These Terms and Conditions (the “Agreement”) constitute a legal agreement between you (the “Customer”, “User”, or “You”) and Fivegrid Pty Ltd, an Australian company registered with ABN 34 660 667 541 and having its principal place of business in Sydney, Australia 2000 (“Fivegrid”, “We”, “Us”, or “Our”).

In India, the Fivegrid services are provided and operated by Brandwave Software Solutions Private Limited, a private limited company incorporated under the Companies Act, 2013 (CIN: U62091TZ2023PTC028368), having its registered office at Ramanathapuram, Coimbatore 641036, Tamil Nadu, India, and holding GSTIN 33AALCB6008P1ZE. For users located in India, services may be invoiced and delivered by the Indian entity under the brand name Fivegrid.

By accessing or using the Fivegrid platform, you agree to be legally bound by this Agreement, including any future modifications that may be published on our website or communicated via email or in-app notice. If you do not agree with any part of these Terms, you must not access or use the Services.

1. Scope of the Services

Fivegrid is an artificial intelligence–powered sales and marketing automation platform tailored for small and medium-sized enterprises (SMEs). The Services are cloud-based and provided on a subscription model.

The platform includes (but is not limited to) the following core functionalities:

Lead and Contact Management tools to track, segment, and engage potential customers.
Conversational Customer Support using AI agents across platforms including WhatsApp, Instagram, and Facebook Messenger.
Marketing Strategy Generation based on competitive intelligence and AI-driven insights.
Advertising Campaign Optimization across Google Ads and Meta Ads Manager, using real-time data analysis and machine learning to optimize performance metrics.

These services may evolve over time, and Fivegrid reserves the right to add, modify, or discontinue features as part of our product development roadmap.

2. Account Registration & Eligibility

To use the Services, you must create an account and agree to:

Provide accurate, current, and complete information during registration;
Maintain the confidentiality of your login credentials;
Promptly notify Fivegrid of any suspected unauthorized use of your account;
Be at least 18 years of age, or of legal age in your jurisdiction to form a binding contract.

We reserve the right to suspend or terminate any account for violations of these Terms or suspected misuse of the platform.

3. Third-Party Integrations & APIs

The Services offered by Fivegrid include integrations with third-party platforms, tools, and services that enhance core functionality and automate workflows across sales and marketing ecosystems. By enabling or using these integrations, you acknowledge and agree to the following terms:

3.1 Supported Integrations

As of the Effective Date, Fivegrid supports integration with the following third-party platforms and tools:

Meta Platforms: Integration with Facebook, Instagram, and WhatsApp for customer communication and advertising analytics.
Google Ads: Automation and performance optimization for paid search and display campaigns.
Google Search Console: Aggregation of search traffic data to support content and SEO strategy.
Google Merchant Center: Management of e-commerce feeds and product data synchronization.
Shopify and Wix: Integration with e-commerce stores for conversion tracking, lead syncing, and ad retargeting.
OpenAI and Vertex AI: Utilization of artificial intelligence models for content generation, chatbot interactions, campaign analysis, and marketing strategy development.

These integrations may require the User to provide API keys, client IDs, or grant explicit platform-level permissions. Fivegrid disclaims all responsibility for the availability, accuracy, or continuity of any third-party service.

3.2 Third-Party Terms and Access

Use of third-party integrations is additionally governed by the respective providers’ terms of service, privacy policies, and API usage limitations. It is your responsibility to ensure compliance with those terms. For example:

Use of Meta platforms is subject to Meta’s platform policies;
Use of Google services is subject to Google’s terms and applicable developer policies;
Use of OpenAI and Vertex AI models must comply with usage guidelines and applicable licensing models.

Any data exchanged between Fivegrid and third-party platforms is handled in accordance with applicable data laws and, where necessary, is subject to user-initiated authentication.

3.3 Limitations & Indemnity

Fivegrid provides integrations “as-is” and does not guarantee:

Continuous compatibility with third-party APIs;
That any third-party service will remain available or free from errors;
That data provided via integration is accurate, complete, or free from delay.

You agree that Fivegrid is not liable for any loss or damage resulting from:

API disruptions, downtime, or deprecations;
Unauthorized access to your third-party accounts;
Misuse or misconfiguration of connected services by the User.

You further agree to indemnify and hold harmless Fivegrid from any claims, damages, or liabilities arising from your breach of any third-party platform’s terms of use.

4. Use of the Services

Subject to your compliance with these Terms and payment of all applicable fees, we grant you a limited, non-exclusive, non-transferable, revocable license to access and use the platform solely for your internal business purposes.

You agree not to:

Reverse-engineer, decompile, copy, resell, sublicense, or otherwise attempt to derive the source code of the platform;
Circumvent any usage limits or restrictions applied to your subscription plan;
Use the platform for unlawful purposes or in violation of any applicable local, state, national, or international law;
Upload or transmit harmful, illegal, or infringing content, including unauthorized advertising, spam, or malware.

Misuse of the Services may result in suspension, legal liability, or immediate termination of your account.

5. Subscription, Fees, and Payment Terms

5.1 Subscription Plans

Access to the Services is provided on a subscription basis, with multiple pricing tiers and feature sets available. Subscription terms may be monthly, quarterly, or annually, as selected by the User at the time of purchase or upgrade.

Details of available plans, usage limits, and pricing are published on the official Fivegrid website or provided upon request.

By subscribing, you agree to be bound by the selected term and scope of access, subject to these Terms.

5.2 Fees and Taxation

All prices are exclusive of applicable taxes unless stated otherwise.

Customers located in Australia will be billed by Fivegrid Pty Ltd (ABN 34 660 667 541) and will be charged Goods and Services Tax (GST) in accordance with Australian tax laws.
Customers located in India will be billed by Brandwave Software Solutions Private Limited (GSTIN: 33AALCB6008P1ZE) and will be charged applicable GST in accordance with Indian taxation regulations.

You are solely responsible for any additional duties, levies, or withholding taxes imposed in your jurisdiction.

5.3 Billing and Payment Terms

Payments for subscription fees are due in full at the commencement of each billing cycle and must be made via one of our secure, authorized payment gateways. We accept payments through the following methods:

International Customers (billed by Fivegrid Pty Ltd):
Payment is processed via Stripe, supporting major credit and debit cards, as well as eligible bank-based payment methods depending on the user’s country of residence.
Indian Customers (billed by Brandwave Software Solutions Private Limited):
Payment is processed via Razorpay, supporting UPI, Net Banking, major credit and debit cards, and wallets as allowed under Indian banking regulations.

You authorize us and/or our payment processors to automatically charge the selected payment method on a recurring basis, in advance of each subscription term, unless cancelled in accordance with these Terms.

In the event that a charge is unsuccessful:

The User will be notified via email and provided with a 7-day grace period to update payment information.
Fivegrid reserves the right to suspend access to the Services until full payment is received.

5.4 Automatic Renewal

All subscriptions automatically renew at the end of each billing period, unless:

You cancel the subscription before the renewal date; or
We notify you of a material change in terms or pricing.

Renewal will occur for the same term as the original subscription and at the then-current rate.

5.5 No Refund Policy

All payments made to Fivegrid are final and non-refundable. This applies to:

Initial subscriptions
Renewals
Plan upgrades or downgrades
Inactivity or partial usage
Account cancellations made mid-term

By accepting these Terms, you expressly acknowledge and agree that no refunds will be provided under any circumstances, except as required by applicable law. Refund requests submitted for any reason will be declined.

5.6 Cancellation of Subscription

You may cancel your subscription in one of the following ways:

By submitting a cancellation request via email to: info@fivegrid.tech
Downgrading to the Free Plan will result in automatic cancellation of your current paid subscription, effective at the end of the active billing period. You will retain access to all paid features until that period concludes.

Upon cancellation:

You will not be charged for any future billing cycles.
No prorated refunds will be issued.
Your account will revert to the Free Plan (where applicable), and access to paid features will be restricted accordingly.

It is your responsibility to ensure that any data, campaign settings, or ad integrations associated with paid features are backed up or exported prior to cancellation, as certain functionalities may no longer be available after your plan change becomes effective.

6. Service Availability, Maintenance, and Service Level Commitment

6.1 Service Commitment

Fivegrid aims to provide continuous, uninterrupted access to the Services and commits to maintaining an annual uptime level of at least 99.5% for users on paid subscription plans, excluding scheduled maintenance and force majeure events.

While we strive for high availability, you acknowledge and agree that:

The Services may occasionally be unavailable due to scheduled maintenance, upgrades, or emergency interventions;
Availability may be affected by external conditions, including internet service provider outages, third-party integration failures, or user-side technical issues.

6.2 Scheduled Maintenance

We may perform routine system maintenance to enhance or upgrade platform performance and security. Where practical:

Scheduled maintenance windows will be announced at least 24 hours in advance via email or in-app notifications;
Such maintenance will be performed outside of peak usage hours, whenever feasible.

During scheduled maintenance, the Services may be temporarily unavailable or experience reduced functionality.

6.3 Emergency Maintenance

In the event of a critical bug, vulnerability, or system failure, we reserve the right to perform immediate unscheduled maintenance. Emergency maintenance may occur without prior notice, but we will:

Endeavor to minimize disruption; and
Notify affected users as soon as reasonably possible after the fact.

6.4 Third-Party Dependencies

Service availability is partially dependent on third-party platforms and integrations, including but not limited to:

Hosting providers (e.g., cloud infrastructure services);
Meta platforms, Google Ads, and Google Cloud services;
Payment gateways (e.g., Stripe and Razorpay);
AI model providers (e.g., OpenAI, Vertex AI).

Fivegrid is not liable for service disruptions caused by the unavailability or degradation of any third-party systems or APIs.

6.5 No Guarantee of Uninterrupted Access

While we maintain commercial-grade systems and follow best practices to ensure stability and performance, no system is entirely free from failure.

As such, the Services are provided on an “as is” and “as available” basis, without warranties of uninterrupted access. We expressly disclaim liability for:

Data loss or corruption due to outages;
Delays in campaign execution caused by downtime;
Loss of business revenue or opportunity resulting from temporary service disruptions.

7. Limitation of Liability and Indemnification

7.1 Limitation of Liability

To the maximum extent permitted under applicable law, Fivegrid, including its directors, officers, employees, affiliates, contractors, licensors, and subsidiaries, shall not be liable for any direct, indirect, incidental, special, consequential, or punitive damages, including but not limited to:

Loss of profits, revenue, or anticipated savings;
Business interruption;
Loss or corruption of data;
Reputational harm;
Downtime or platform inaccessibility;
Losses arising from third-party service failures or unauthorized access.

This limitation applies even if we have been advised of the possibility of such damages.

Where liability cannot be excluded under applicable law, Fivegrid’s total aggregate liability in any 12-month period, whether in contract, tort (including negligence), equity, or otherwise, shall be limited to the total amount paid by you to Fivegrid for the Services in the three (3) months immediately preceding the claim.

7.2 Indemnification

You agree to indemnify, defend, and hold harmless Fivegrid (including its officers, employees, contractors, affiliates, and agents) from and against any and all claims, demands, damages, losses, liabilities, judgments, settlements, costs, or expenses (including legal fees) arising out of or in connection with:

Your access to or use of the Services;
Your violation of these Terms;
Your breach of any applicable law, regulation, or third-party rights;
Content or data submitted by you, or on your behalf, through the platform;
Misuse or unauthorized use of third-party integrations or credentials.

We reserve the right to assume the exclusive defense and control of any matter otherwise subject to indemnification, in which event you agree to cooperate fully with our defense.

8. Intellectual Property

8.1 Ownership of Rights

All content, features, software code, platform architecture, trademarks, trade names, business methods, algorithms, documentation, graphical elements, and any other material provided as part of the Services (collectively, the “Fivegrid Intellectual Property”) are and shall remain the exclusive property of Fivegrid Pty Ltd or its licensors.

This includes all derivative works, enhancements, modifications, feedback, and improvements thereto, whether created by Fivegrid or suggested by users.

Nothing in these Terms shall be construed as transferring, assigning, or granting any ownership rights to the User or any third party.

8.2 License to Use the Services

Subject to your compliance with these Terms and full payment of applicable fees, Fivegrid grants you a limited, non-exclusive, non-transferable, revocable license to access and use the Services solely for your internal business purposes, in accordance with your subscription level.

You shall not:

Copy, modify, adapt, or create derivative works of any part of the platform;
Decompile, reverse engineer, or attempt to extract the source code;
Sell, sublicense, lease, or distribute access to the platform to any third party;
Use Fivegrid’s trademarks, brand elements, or UI components without prior written consent.

All rights not expressly granted in this Agreement are reserved by Fivegrid.

8.3 User Content

You retain ownership of any content, data, or materials that you upload, submit, or transmit through the platform (“User Content”). However, by using the Services, you grant Fivegrid a worldwide, royalty-free, non-exclusive license to:

Host, reproduce, process, display, and transmit your User Content as necessary to provide the Services;
Use anonymized, aggregated data for performance benchmarking, product improvement, and analytical insights, in accordance with applicable data protection laws.

You represent and warrant that you have the necessary rights, licenses, and permissions to submit such content and that it does not infringe on the rights of any third party.

8.4 Infringement Claims

If you believe that your intellectual property rights have been violated in connection with the use of the Fivegrid platform, please notify us immediately at info@fivegrid.tech with:

A description of the alleged infringement;
Identification of the protected content or IP;
Proof of ownership; and
Your contact information.

We will review all claims promptly and take appropriate action, which may include removing infringing content or suspending offending accounts.

9. Governing Law and Dispute Resolution

9.1 Jurisdictional Applicability

The governing law and legal jurisdiction applicable to your use of the Services shall be determined by your billing entity:

If you are billed by Fivegrid Pty Ltd (ABN 34 660 667 541), this Agreement shall be governed by and construed in accordance with the laws of New South Wales, Australia, without regard to its conflict of law provisions. Any dispute arising out of or in connection with these Terms shall be subject to the exclusive jurisdiction of the courts located in Sydney, Australia.
If you are billed by Brandwave Software Solutions Private Limited (GSTIN 33AALCB6008P1ZE), this Agreement shall be governed by and construed in accordance with the laws of India, subject to the exclusive jurisdiction of the courts located in Coimbatore, Tamil Nadu, or other courts having competent jurisdiction under Indian law.

9.2 Informal Resolution

Before initiating formal legal proceedings, you agree to attempt to resolve any dispute, controversy, or claim through good faith negotiation by notifying Fivegrid in writing at info@fivegrid.tech. We will attempt to resolve the issue within thirty (30) days of receiving your notice.

9.3 No Class Actions

To the fullest extent permitted under applicable law, all disputes shall be resolved individually. You agree not to bring or participate in any class, consolidated, or representative action against Fivegrid.

9.4 Injunctive Relief

Nothing in this section shall prevent either party from seeking interim or permanent injunctive relief in a court of competent jurisdiction, in order to prevent actual or threatened misuse, infringement, or unauthorized disclosure of confidential or proprietary information, intellectual property, or data.

10. Contact and Final Provisions

10.1 Entire Agreement

These Terms and Conditions, together with any additional written agreements you may enter into with Fivegrid (e.g., Service Level Agreements, Order Forms), constitute the entire agreement between you and Fivegrid concerning your use of the Services, and supersede all prior or contemporaneous agreements, proposals, or representations, whether written or oral.

10.2 No Waiver

Failure by Fivegrid to enforce any provision of these Terms shall not be deemed a waiver of that provision or any other rights under these Terms.

10.3 Severability

If any provision of these Terms is found to be unlawful, void, or unenforceable under applicable law, that provision shall be deemed severable and shall not affect the validity or enforceability of the remaining provisions.

10.4 Force Majeure

Fivegrid shall not be liable for any failure or delay in performance due to events outside its reasonable control, including but not limited to acts of God, natural disasters, internet or utility outages, strikes, governmental actions, pandemics, or acts of war.

10.5 Contact Information

For any legal notices, billing questions, or general inquiries, please contact:

Australia (Billing Entity: Fivegrid Pty Ltd)
Email: info@fivegrid.tech
Address: Sydney, Australia 2000

India (Billing Entity: Brandwave Software Solutions Private Limited)
Email: info@fivegrid.tech
Address: Ramanathapuram, Coimbatore 641036, Tamil Nadu, India