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Diwali 2026 Enterprise Founding Partners Programme: offer terms and conditions

Version: 1.0 | Dated: 19 October 2026 | Closing: 8 November 2026, 23:59 IST

This is a business-to-business offer document, not a contract. The signed Master Services Agreement (MSA), Data Processing Agreement (DPA) and accepted Order Form govern, in the order set out in clause 23. The rate card is agreed per customer and is not published.

1. Promoter and offer identity

The programme is marketed under the iCargoFinsure brand. The website repository identifies Cargofin Softwares Pvt Ltd as its legal entity, subject to verification of corporate records. The contracting provider (the Provider) shall be the legal entity identified by registered name, CIN, GSTIN and address in the accepted Order Form. No affiliated company or founder is personally bound unless expressly a signatory.

2. Nature of the programme

The Diwali 2026 Enterprise Founding Partners Programme is a selective, negotiated business-to-business annual recurring inspection commitment programme, not a public free trial, free software licence, prize scheme, tender award or assurance of acceptance. Application, viewing a demonstration, use of an educational simulator, receipt of a proposal, or negotiation alone does not create entitlement to programme benefits or bind either party to buy or provide services.

3. Eligible applicants

Eligible applicants are (i) established industrial manufacturers, EPC contractors, cargo owners and similar corporate shippers; (ii) established licensed or suitably qualified survey firms with a demonstrable recurring enterprise survey mandate; and (iii) insurance brokers or intermediaries with valid authorisation and verified recurring mandates from corporate clients. The applicant must be a lawfully constituted business, acting through an authorised representative, and capable of committing a minimum of 250 Eligible Inspections per Contract Year. A broker or surveyor cannot count another party's transactions without documented authority, agreed allocation and no double counting. Transporters or other intermediaries qualify only by express written invitation and qualification under the same minimums.

The programme is not aimed at students, hobbyists, casual testers, unauthorised aggregators, individual users seeking isolated inspections, or entities unable or unwilling to purchase the service on binding commercial terms. Provider may assess capacity, legitimacy, credit and operational suitability using consistent documented criteria, without unlawful discrimination.

4. Offer period and closing

Applications may be considered until 8 November 2026 at 23:59 Indian Standard Time. To receive the offer, the applicant must have completed qualification, received Provider's written programme acceptance, and executed an MSA and Order Form on or before that deadline. Mere submission or scheduling a future demo is insufficient. Provider may stop accepting new applicants if approved capacity is exhausted, with notice on the offer page. No change to a signed customer's agreed benefits may be made unilaterally under this clause. The deadline may be extended only by a clear published notice, not retrospectively to disadvantage accepted clients.

5. Qualification and acceptance process

The process is: (a) application and business-domain verification; (b) validation of company identity, authority and legal capacity; (c) demonstration and use-case fit; (d) submission of past or forecast inspection volumes, business units, cargo and geographic scope; (e) commercial proposal and rate card; (f) approval after due diligence; and (g) signature of both parties on the MSA, DPA as applicable and Order Form. Provider may request reasonable evidence of a sustained forecast (e.g., prior purchase orders, anonymised inspection volumes or a pipeline confirmed by an authorised buyer). Any rejection shall not prejudice separate ordinary enquiries.

6. Binding purchase commitment

Each accepted customer commits to a Minimum Annual Commitment (MAC) of 250 Eligible Inspections for the first Contract Year: 1 January through 31 December 2027. The negotiated unit price, minimum platform/subscription charges if any, prepaid amounts, invoicing cycle, permitted business units, usage bands, service levels and additional usage rates must appear in the signed Order Form. No price or fee is implied by this public offer. The MAC is a genuine purchase/volume obligation, not merely an aspirational forecast.

The parties should select one clearly specified billing model in the Order Form: Model A (recommended): annual minimum-fee commitment equal to 250 multiplied by the agreed eligible inspection unit rate, invoiced quarterly in advance or monthly as agreed, with consumption set off against this purchased entitlement; or Model B: per-inspection billing plus a year-end true-up against the mutually agreed annual minimum fee. Do not operate both models simultaneously without expressly reconciling credit and avoiding double billing. Any unused paid entitlements, refunds, rollover limits and shortfall handling shall be specified in the Order Form. A shortfall must not be labelled an arbitrary 'penalty'; payment or compensation is governed by the agreed primary obligations and applicable law.

7. Definition and counting of an Eligible Inspection

An Eligible Inspection is one unique, authorised real-world inspection engagement within a purchased product workflow, mapped to one distinct inspection ID and to the agreed scope (which may include ODC/OWC pre-dispatch, under-hook, tail-end/unloading, flat-rack/open-top or other enabled workflows only if listed in the Order Form). The Order Form must set out counting for multi-package, multi-vehicle, multiple documents, stages and revisits. As a default: multiple invoices, e-way bills, photographs, or cargo units within one agreed inspection engagement do not by themselves create multiple billable inspections; conversely, genuinely separate site attendances or different shipment/vehicle movements may constitute separate inspections if contracted. Corrections and authorised re-exports of the same record do not count again; separately ordered re-surveys may. Sandbox, demonstrations, duplicated/test records, automated spam, cancelled requests before work begins and fraudulent submissions are excluded from MAC usage and complimentary credits. Both parties can audit disputed counts from timestamped platform logs and dispute an invoice in good faith within 15 days.

8. Pre-billing onboarding benefit and complimentary quota

An accepted customer whose agreements are fully executed and whose account is provisioned may receive up to 30 complimentary Eligible Inspection platform processing credits during the period beginning on the later of 21 October 2026 and its actual written activation date and ending 31 December 2026, 23:59 IST, or until the allocation is used, whichever comes first. The precise allocation (maximum 30), enabled workflows and operating dates must appear in the Order Form. This is a cap, not a minimum delivery guarantee; the available calendar period depends on when the customer completes onboarding and has operational volume. No retroactive credits, cash equivalent, transfer to other clients or automatic rollover to 2027. Unused credits expire at the end of 2026. Credits do not reduce the 250-inspection 2027 MAC unless expressly stated otherwise in the signed Order Form.

Once complimentary credits are exhausted, new production inspections must be approved under a paid pre-2027 order, a written no-charge extension, or held until the paid period; no chargeable overage may be imposed without a clear prior price and client authorisation. If so agreed in the Order Form, eligible inspections carried out in December 2026 beyond the included credits are invoiced from 1 January 2027 at the rate in the Order Form. Billing for the contracted 2027 minimum shall not begin before 1 January 2027. This promise does not waive expressly priced third-party or out-of-scope services separately purchased during onboarding.

9. What is and is not complimentary

The included benefit covers the specified iCargoFinsure software processing/workflow licence for accepted real inspections and the included implementation assistance, if listed in the Order Form. It does not automatically include physical surveyor attendance; crane, rigging or lashing services; road route surveys; MoRTH/NHAI or other permits; logistics; hardware; FASTag, maps, SMS/WhatsApp or third-party data usage; external AI/compute costs above agreed quotas; bespoke development; insurance premium or coverage; legal advice; statutory certification; travel, accommodation or taxes. These are chargeable only if expressly quoted and authorised. Any applicable GST and other taxes are shown separately unless the signed price explicitly includes them.

10. Activation and client responsibilities

Activation is subject to completion of contract and any KYC/vendor onboarding, provision of authorised administrator names, confirmation of workflows, user training and data/access permissions. Customer shall provide accurate cargo, invoice, e-way bill, permit, vehicle, driver, survey and policy information and shall obtain lawful grounds, permissions and notices for personal data submitted. Customer is responsible for its personnel, physical inspections and safety decisions, competent professional checking, regulatory permits, insurance placement, and acts of carriers/subcontractors, subject to the parties' agreed allocation of obligations.

11. Professional judgment; no warranty of safe transit or insurance cover

The platform assists structured evidence capture, calculations, exception flagging, maker-checker review and report generation. AI extraction, vision assessments, friction assumptions, securing calculations, MoRTH checks, FASTag/geofence outputs and risk indicators can be wrong, incomplete, delayed or dependent on source quality and available integrations. They are decision-support tools, not substitutes for competent cargo engineering, licensed surveyors, manufacturer instructions, regulatory approvals, insurer endorsements or physical verification. A platform report is not, by itself, a marine warranty certificate, statutory permission, engineering certification or guarantee that claims will be paid, losses will not occur or transport is safe. Human review and escalation remain required according to the subscribed workflow.

12. Access and use restrictions

Accounts are limited to authorised named or otherwise licensed users within the agreed customer organisations and mandates. Customer shall not share credentials, resell or sublicense access, allow unrelated companies to pool quota, artificially split/consolidate records to manipulate usage, scrape/benchmark the service for competitive development, bypass controls, submit unlawful or misleading records, or conduct destructive security testing without approval. Provider may proportionately restrict compromised or abusive access after reasonable notice when practicable, preserving access to export legitimate customer records and following agreed cure procedures. Normal product feedback and supervised demos are permitted.

13. Third-party broker/surveyor programmes

A broker or survey firm must specify whether it is contracting as principal or authorised agent for identified clients. The Order Form must designate the invoice recipient, volume owner, authorised customers/tenants, permitted subcontractors, professional licensing/independence requirements, and consent/authority to access evidence. The same inspection cannot be counted twice across broker, corporate and surveyor MACs. No public representation of insurer accreditation, brokerage agency, regulatory recognition or underwriting authority is created by programme admission.

14. Pricing, invoicing and taxes from January 2027

The 2027 rates and total minimum contracted value must be signed before the offer closes. Billing starts 1 January 2027, as specified by the selected billing model, not a future date selected by Provider. The Order Form will establish payment due dates, accepted payment methods, tax treatment, credit/adjustments, invoicing particulars, overage approval and procedures for contesting invoices. Good-faith disputed amounts are reviewed without treating them as deliberate non-payment; undisputed sums remain payable. Payment default consequences must be reasonable, notified and consistent with the MSA. Future-year rates or automatic renewal apply only where expressly agreed, with an intelligible advance notice and termination right.

15. Term, renewal, termination and shortfall

The initial paid commitment covers the calendar year 2027 unless a different signed term is clearly specified. The parties shall agree whether renewal is opt-in or automatic in the Order Form. Customer may terminate for Provider's material uncured breach, prolonged unavailability exceeding agreed service remedies, or other stated cause. Provider may terminate for customer material uncured breach or repeated fraud/abuse. The MSA must state notice/cure periods (recommended: 30 days for remediable material breach, subject to urgent security restrictions), post-termination data access and lawful record retention. Consequences of early termination and any unpaid minimum purchase amounts must be proportionate and clearly agreed; savings, unused prepaid services, mitigation and any legally required limits on remedies must be considered. Do not claim that all future invoices or fines become automatically payable under every circumstance.

16. Service availability, change management and scope

Provider will use reasonable skill and care and deliver service levels stated in the MSA/SLA. The parties should schedule deployment, training, supported browsers, support hours, planned maintenance, backup, recovery and incident channels. Any major API integration, custom reporting, white-label feature, insurer workflow or geographically restricted availability requires a written scope and acceptance criteria. Provider may improve standard functions provided it does not materially reduce agreed contracted functionality without remedy. Beta features, if enabled, must be clearly labelled and not relied upon for statutory or safety decisions without professional validation.

17. Intellectual property, data and confidentiality

Provider retains ownership of its software, models, schemas, algorithms, interface and pre-existing know-how; customer retains ownership or lawful control over its submitted shipment/inspection documents, photographs and business records. Customer grants the limited licence required to process data to deliver and secure the service. Neither party may use the other's trademarks, logos, named endorsements, claims data or case studies publicly without specific written permission. Confidential information is subject to a bilateral duty of reasonable protection, permitted disclosures for performance/legal compliance, and standard exceptions. Aggregate analytics or product improvement involving customer data must be defined transparently in the MSA/DPA, use appropriate de-identification, and not expose customer, driver, consignee, insurer or other identifiable sensitive business records.

18. Privacy and information security

The parties shall execute a DPA where necessary that sets out roles (including fiduciary/processor or analogous capacities as applicable), authorised purposes, data categories, security measures, sub-processors, incident response, retention/deletion, export, geographic processing and lawful disclosure. Customer shall not upload personal data without a valid basis and required notice. Provider shall protect entrusted personal data according to applicable Indian law as provisions become effective, contractual promises and its stated privacy policy. Because the Indian DPDP regime has staged commencement, the precise statutory obligations must be checked against the effective provisions on each relevant date. Neither the offer application nor the consent checkbox is blanket consent for unrelated marketing or unrestricted data sharing.

19. Liability and indemnities

A negotiated MSA must identify liability caps (for example a multiple of amounts paid/payable under the order during a defined period), direct-loss treatment and exclusions such as indirect consequential loss, subject to applicable law and reasonable carve-outs for fraud, wilful misconduct, unpaid fees, confidentiality, data protection and IP infringement as negotiated. The offer does not impose an undisclosed liability cap. Provider does not insure cargo or assume the carrier's physical custody risk merely because it supplies software; equally it remains responsible for its own contractual breaches within the agreed liability structure. Specific indemnities, if any, must be reciprocal or clearly allocated, reasonable and in the signed agreement.

20. Force majeure and regulatory change

Neither party is liable for non-performance to the extent caused by events beyond reasonable control, subject to notice, mitigation, continuity obligations, payment for delivered services, and agreed prolonged-event remedies. Statutory or regulator-mandated changes may require consultation and a written amendment where they materially affect scope, cost or lawful delivery.

21. Misrepresentation, fraud and exclusion

Material misstatements regarding authority, inspectable volume, mandates, company existence or eligibility, forged purchase commitments, misleading documents and deliberate usage manipulation may result in rejection before acceptance or contractual remedies after execution. Provider must distinguish innocent forecasting errors from deliberate fraud and allow reasonable review or cure where appropriate. Not meeting 250 inspections in practice is not, by itself, proof of fraud; billing and shortfall consequences are governed by the purchase commitment and Order Form.

22. Marketing communications and consent

Submission permits Provider to contact the applicant about the requested programme and related commercial evaluation in accordance with applicable law and its privacy notice. Optional general promotions require separate, unticked consent where needed, and must be capable of withdrawal. Publicity or testimonials require separately documented consent. Applications shall not be sold as lead lists.

23. Programme amendments, precedence and no implied entitlement

Before contract execution, Provider may amend or withdraw the unaccepted public offer, provided the published page is updated clearly. Once executed, accepted benefits cannot be removed by a new website notice or unilateral change to these campaign terms. In case of conflict, the signed Order Form (commercial details) takes precedence, followed by any signed DPA for personal data matters, signed MSA and SLA, then these programme T&Cs; a negotiated amendment prevails where it expressly says so. A purchase order is not automatically accepted unless the MSA provides otherwise. Waiver must be in writing; invalid terms are severable to the extent permitted by law.

24. Governing law and dispute resolution

These programme terms and accepted agreements are intended to be governed by the laws of India. For signed clients the MSA shall identify the courts and, if elected, arbitration procedure, number of arbitrators, language and seat/city, with explicit written agreement. The seat of arbitration, and the courts with jurisdiction, are Baroda (Vadodara), Gujarat, to be confirmed in each signed MSA. Pre-contract website queries do not automatically become arbitral disputes absent an enforceable agreement.

25. Contact and notices

Commercial questions: sales@icargofinsure.com; WhatsApp +91 9321329937. Formal legal notices shall go to the registered postal/electronic notice addresses stated in each executed MSA, not automatically to a marketing contact.

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Schedule A: required signed Order Form fields