Sirah (Sirah) — End User License Agreement

Effective date: [1 November 2026]

This End User License Agreement ("Agreement") is a legal agreement between:

• [Legal entity name], [registered address] ("Sirah", "we", "us"); and

• the organisation that subscribes to the software, together with each person who uses it on that organisation's behalf ("Customer", "you").

It covers the Sirah financial-operations software, also called Sirah. That includes:

• the web application;

• the vendor portal;

• supplier onboarding forms;

• related documentation and updates.

Together these are the "Software".

By clicking "I agree", creating an account, or using the Software, you accept this Agreement. If you accept on behalf of an organisation, you confirm that you have authority to bind it. If you do not agree, do not use the Software.

1. Definitions

• "Authorised User": an employee or contractor of the Customer who has been given a login by the Customer's administrator.

• "Vendor User": a supplier of the Customer who has been given access to the vendor portal.

• "Customer Data": all data, documents and content that the Customer, its Authorised Users or its Vendor Users put into the Software.

• "Subscription": the plan, entities and term the Customer has bought, as shown in the Software or an order form.

2. Licence grant

Subject to this Agreement and to payment of the applicable fees, Sirah grants the Customer a limited, non-exclusive, non-transferable, non-sublicensable, revocable licence. It allows Authorised Users and Vendor Users to access and use the Software during the Subscription term, solely for the Customer's internal business operations.

The Software is licensed, not sold. Sirah and its licensors keep all rights, title and interest in the Software, including all intellectual property rights. All rights not expressly granted are reserved.

3. Accounts and security

1. The Customer is responsible for:

   • everything done under its accounts;

   • who it gives access to;

   • the roles, approval matrices and permissions it configures.

2. Users must keep their credentials confidential, use their own login, and tell us promptly at [support@sirah.co.in] about any unauthorised use.

3. The Customer's administrators can view and manage vendor-portal accounts for their own vendors. They are responsible for using this access appropriately.

4. Restrictions

You must not, and must not allow anyone else to:

1. copy, modify, translate or create derivative works of the Software, except as the law expressly permits;

2. reverse engineer, decompile or disassemble the Software, or try to derive its source code, except to the extent the law allows despite this restriction;

3. sell, rent, lease, sublicense, or provide the Software to third parties as a service bureau;

4. bypass or interfere with:

   • security features, permissions or rate limits;

   • the audit trail;

   • plan limits;

5. access data belonging to another customer, or attempt to;

6. upload malware, or content that is unlawful, infringing, or that you have no right to process;

7. use the Software to send spam or to break any law, including tax, sanctions, anti-money-laundering and data-protection laws;

8. use the Software to build a competing product, or benchmark it publicly, without our written consent.

5. Customer Data

1. Ownership. The Customer owns its Customer Data. Sirah gets only the rights needed to host, process, display, back up and transmit Customer Data so that it can provide and support the Software. It processes Customer Data as described in the Privacy Policy and any data processing agreement between the parties.

2. Responsibility. The Customer is responsible for:

   • the accuracy and legality of Customer Data;

   • having a lawful basis and any notices or consents needed to process personal data of its users, vendors and employees in the Software, including tax forms and bank details.

3. Export. The Customer may export its data through the Software's export functions at any time during the Subscription. It may also do so for [90] days after the Subscription ends. After that, Sirah may delete Customer Data unless the law requires it to be kept.

4. Usage data. Sirah may use aggregated, de-identified data about how the Software performs and is used, to maintain and improve it. Such data will not identify the Customer or any individual.

6. Third-party services

The Software can connect to services the Customer chooses to enable, such as Intuit QuickBooks Online, Google Forms/Sheets and email delivery providers.

• These services are provided by third parties under their own terms.

• Sirah is not responsible for them, or for data once the Customer has directed it to be sent to them.

• If a third party changes or withdraws its service, the matching features may stop working.

7. Accounting and financial disclaimer

The Software is a tool that helps you run purchase-to-pay processes. It does not replace professional judgement. In particular:

1. Sirah does not provide accounting, tax, legal, investment or financial advice.

2. Approvals, payments and postings are the Customer's decisions. The Customer is responsible for reviewing invoices, approvals, budgets, payment instructions and bank details before acting on them. This includes verifying changes to vendor bank details through an independent channel, to guard against fraud.

3. Automated document reading (OCR) and automatic field suggestions may contain errors and must be checked.

4. Budgets, reports, reconciliations and statements reflect the data entered and synced. The Customer is responsible for confirming they are complete and accurate.

8. Fees and payment

1. Fees are as shown in the Software, on our price list or in an order form. They are charged per company and per subsidiary, according to the Subscription.

2. Unless stated otherwise:

   • fees are payable in advance;

   • fees are non-refundable, except where the law requires otherwise;

   • fees exclude taxes, which the Customer will pay (other than taxes on Sirah's income).

3. If fees are overdue, Sirah may suspend access after giving [14] days' notice. The Customer may still export its data during suspension, on request.

4. Sirah may change fees for a renewal term by giving at least [30] days' notice.

9. Trials and demonstration environments

Free trials and demonstration environments are provided "as is", without any service commitment. They may be reset or deleted at any time. Do not enter real personal or financial data in a demonstration environment.

10. Support, updates and availability

1. Sirah will use commercially reasonable efforts to keep the Software available, apart from scheduled maintenance and events beyond its reasonable control. [Insert or refer to any Service Level Agreement.]

2. Sirah may update the Software from time to time. Updates are covered by this Agreement. Sirah will not materially reduce the core functionality of a paid Subscription during its current term.

3. Support is available at [support@sirah.co.in] during [business hours / time zone].

11. Confidentiality

Each party will:

• keep the other's non-public business, technical and financial information confidential;

• use it only to perform this Agreement;

• protect it with at least reasonable care.

This does not apply to information that:

• is or becomes public through no fault of the receiving party;

• the receiving party already lawfully had;

• the receiving party developed independently; or

• the law requires to be disclosed (after giving notice where lawful).

12. Warranties and disclaimers

1. Sirah warrants that it will provide the Software with reasonable skill and care, substantially as described in its documentation. If this warranty is breached, the Customer's sole remedy is for Sirah to correct the non-conformity. If Sirah cannot do so within a reasonable time, either party may terminate the affected Subscription, and the Customer will receive a pro-rata refund of prepaid fees for the unused period.

2. EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, THE SOFTWARE IS PROVIDED "AS IS" AND "AS AVAILABLE". To the maximum extent the law permits, Sirah disclaims all other warranties, express or implied, including:

   • merchantability;

   • fitness for a particular purpose;

   • title and non-infringement;

   • that the Software will be uninterrupted, error-free or meet every requirement.

13. Limitation of liability

1. To the maximum extent the law permits, neither party is liable for:

   • any indirect, incidental, special, consequential or punitive damages; or

   • any loss of profits, revenue, goodwill or data, or business interruption;

   even if it was told such loss was possible.

2. Each party's total liability arising out of or relating to this Agreement is limited to the fees the Customer paid to Sirah in the twelve (12) months before the event giving rise to the claim.

3. Sirah is not liable for losses that result from:

   • payments the Customer approves or makes, including payments to fraudulent bank details;

   • incorrect data entered by the Customer, its users or its vendors; or

   • third-party services.

4. Nothing in this Agreement limits liability that cannot be limited by law, such as liability for fraud, or for death or personal injury caused by negligence. It also does not limit the Customer's obligation to pay fees, or either party's liability for breach of Section 11 (Confidentiality) or for infringing the other's intellectual property.

14. Indemnities

1. Sirah will defend the Customer against third-party claims that the Software, as provided by Sirah, infringes that third party's intellectual property rights, and will pay any damages finally awarded. This does not apply to claims arising from:

   • Customer Data;

   • third-party services; or

   • use of the Software in combination with anything Sirah did not supply, or in breach of this Agreement.

2. The Customer will defend Sirah against third-party claims arising from Customer Data, or from the Customer's breach of Section 4 (Restrictions) or of applicable law.

3. The party seeking protection must:

   • notify the other promptly;

   • give it control of the defence;

   • provide reasonable help.

15. Term and termination

1. This Agreement lasts for as long as the Customer has an active Subscription or uses the Software.

2. Either party may terminate this Agreement if the other materially breaches it and does not fix the breach within 30 days of written notice.

3. Sirah may suspend access immediately if this is reasonably needed to prevent a security risk, harm to the Software or other customers, or a breach of law.

4. When this Agreement ends:

   • the licence ends;

   • the Customer must stop using the Software;

   • the data-export rights in Section 5.3 apply.

   Sections 2 (ownership), 4, 5.3, 7, 11, 12.2, 13, 14, 16 and 17 survive termination.

16. Governing law and disputes

This Agreement is governed by the laws of [India / State of ___ / England and Wales], without regard to conflict-of-law rules.

• Disputes go to the exclusive jurisdiction of the courts at [city]. [Or: they are resolved by arbitration under the [Arbitration and Conciliation Act, 1996 / applicable rules], seated at [city], in English.]

• Either party may seek urgent injunctive relief in any competent court.

17. General

1. Entire agreement. This Agreement, the Privacy Policy and any order form or data processing agreement are the entire agreement between the parties about the Software. If they conflict, a signed order form prevails, then this Agreement.

2. Changes. Sirah may update this Agreement by giving at least 30 days' notice, by email or in the Software. If a change materially harms the Customer, the Customer may terminate before it takes effect and receive a pro-rata refund of prepaid fees. Continuing to use the Software after the effective date means accepting the change.

3. Assignment. Neither party may assign this Agreement without the other's consent, except to a successor in a merger, acquisition or sale of substantially all of its assets.

4. Force majeure. Neither party is liable for delays caused by events beyond its reasonable control. This does not apply to payment obligations.

5. Export and sanctions. The Customer will not use the Software in breach of export-control or sanctions laws.

6. Notices. Notices to Sirah go to [legal@sirah.co.in] and [registered address]. Notices to the Customer go to its administrator's email address.

7. Severability; waiver. If a provision is unenforceable, the rest of the Agreement remains in force. Not enforcing a right is not a waiver of it.

8. Independent parties. The parties are independent contractors. Nothing in this Agreement creates a partnership, agency or employment relationship.

Contact: [Legal entity name] · [Registered address] · [support@sirah.co.in]