Terms & Conditions

Last Updated: July 22, 2026

1. Introduction

These Terms and Conditions ("Terms") govern your access to and use of Invoice Sparrow, a software-as-a-service platform operated by Hatio Innovations Private Limited, a company incorporated under the Companies Act, 2013 (CIN: U72900KL2017PTC084328), having its registered office at MS Arcade Bl. No. 506/E3, Kaipadamugal, Vadacode P.O., Ernakulam, Kerala 682021, India ("Hatio", "Invoice Sparrow", "we", "our" or "us").

Invoice Sparrow enables businesses to create, manage and deliver invoices, monitor receivables, facilitate payment collection through supported third-party payment providers, send business communications, manage customer payment workflows and access related financial management functionality (collectively, the "Services").

These Terms constitute a legally binding agreement between Hatio and the individual or legal entity accessing or using the Services ("Customer", "you" or "your").

By creating an Account, accessing or using the Services, you acknowledge that you have read, understood and agree to be bound by these Terms and our Privacy Policy, which is incorporated into and forms part of these Terms.

If you access or use the Services on behalf of a company, partnership, organisation or other legal entity, you represent and warrant that you have the authority to bind that entity to these Terms. In such circumstances, references to "Customer", "you" and "your" include both the individual user and the legal entity.

If you do not agree to these Terms, you must not access or use the Services.

2. Definitions

For the purposes of these Terms, the following expressions shall have the meanings set out below:

Account: the account registered by or on behalf of a Customer to access and use the Services.
Account Information: information relating to the Customer's account, including registration details, contact information, billing information, subscription details, account preferences and similar administrative information.
Affiliate: any entity that directly or indirectly controls, is controlled by, or is under common control with a party.
Applicable Laws: all applicable laws, statutes, regulations, governmental orders, rules, codes and legally binding requirements applicable to the Services or the Customer's use of the Services.
Confidential Information: has the meaning assigned to it in Section 5.6.
Customer Data: all information, invoices, payment requests, customer details, communications, documents, files and other data submitted to, generated through, stored in or processed using the Services by or on behalf of the Customer, excluding Account Information.
Documentation: user guides, technical documentation, knowledge base articles and other materials made available by Hatio relating to the Services.
Payment Processor: an independent third-party payment service provider supported by the Services for processing payment transactions.
Privacy Policy: the privacy policy published by Hatio, as amended from time to time.
Services: the Invoice Sparrow platform, together with all related websites, software, applications, features, integrations, Documentation and services made available by Hatio.
Subscription: the plan or package under which the Customer is authorised to access and use the Services.
Subscription Term: the period during which a Subscription remains active.
Third-Party Services: products, software, applications or services provided by parties other than Hatio that integrate with or are accessible through the Services.

3. Access to the Services

3.1 Eligibility

To access or use the Services, the Customer must:

be at least eighteen (18) years of age;
have the legal capacity and authority to enter into these Terms;
not be prohibited from using the Services under any Applicable Laws; and
provide complete, accurate and current Account Information.

The Customer must promptly update its Account Information whenever it changes to ensure that it remains accurate and complete.

Hatio reserves the right to refuse registration or suspend access where it reasonably believes that any information provided is false, misleading, inaccurate or incomplete.

3.2 Customer Accounts

Access to the Services requires the creation of an Account.

The Customer is responsible for maintaining the confidentiality of its Account credentials and for all activities carried out through its Account.

Where a Subscription permits multiple authorised users, the Customer is responsible for:

managing user access;
assigning appropriate permissions;
ensuring that authorised users comply with these Terms; and
promptly removing access for individuals who are no longer authorised to use the Services.

The Customer must immediately notify Hatio upon becoming aware of any unauthorised access to its Account, compromise of credentials or any security incident affecting the Account.

Hatio is entitled to rely upon all instructions, requests and actions performed through the Customer's Account as having been authorised by the Customer.

3.3 Subscription Plans

The Services are made available under one or more Subscription plans, each of which may include different features, transaction limits, usage limits, storage limits or other service entitlements.

Details of available Subscription plans, pricing and included features are published through the Services or otherwise communicated by Hatio.

Hatio may introduce, modify or discontinue Subscription plans, features or functionality from time to time. Where reasonably practicable, Hatio will provide prior notice of material changes that adversely affect an active paid Subscription.

The Customer may upgrade or downgrade its Subscription where such options are made available.

Unless otherwise specified, changes to a Subscription will take effect at the commencement of the next applicable billing cycle.

3.4 Fees, Billing and Taxes

The Customer agrees to pay all fees applicable to its Subscription in accordance with the pricing published by Hatio or otherwise agreed in writing.

Unless expressly stated otherwise:

all fees are exclusive of applicable taxes, including goods and services tax (GST), value added tax (VAT), sales tax and similar indirect taxes; and
the Customer is responsible for all taxes, duties and governmental charges arising from its use of the Services, excluding taxes imposed solely upon Hatio's income.

By purchasing a Subscription, the Customer authorises Hatio or its authorised Payment Processors to charge the payment method designated by the Customer for all applicable fees.

Subscriptions automatically renew for successive Subscription Terms unless cancelled before the applicable renewal date through the Services.

Hatio may revise Subscription pricing from time to time. Revised pricing will apply only upon renewal of the applicable Subscription following reasonable prior notice.

If payment cannot be successfully processed, Hatio may:

retry the payment;
suspend access to the Services;
downgrade the applicable Subscription where supported; or
terminate the Subscription in accordance with these Terms.

Any overdue amount may accrue interest at the rate of one and one-half percent (1.5%) per month or the maximum rate permitted under Applicable Law, whichever is lower.

Except where required by Applicable Laws or expressly agreed by Hatio in writing, Subscription fees are non-refundable. Cancellation prevents future renewals but does not entitle the Customer to a refund for any unused portion of the current Subscription Term.

3.5 Licence to Use the Services

Subject to the Customer's compliance with these Terms and payment of all applicable fees, Hatio grants the Customer a limited, non-exclusive, non-transferable, non-sublicensable licence during the applicable Subscription Term to access and use the Services solely for the Customer's business purposes.

Except to the extent expressly permitted by these Terms or Applicable Laws, the Customer must not:

copy, modify or create derivative works of the Services;
reverse engineer, decompile or otherwise attempt to discover the source code, underlying ideas or algorithms of the Services;
license, lease, rent, assign, distribute, resell or commercially exploit the Services;
use the Services to develop or operate a competing product or service;
remove, obscure or alter any copyright, trademark or proprietary notices contained within the Services;
circumvent or attempt to circumvent any technical limitations or security measures implemented within the Services; or
access or use the Services in any manner that violates Applicable Laws or infringes the rights of any third party.

The licence granted under these Terms is limited to the rights expressly stated herein. Hatio reserves all rights not expressly granted to the Customer.

4. Use of the Services

4.1 Customer Responsibilities

The Customer is solely responsible for its access to and use of the Services and for all activities conducted through its Account.

Without limiting the foregoing, the Customer is solely responsible for:

the accuracy, completeness, legality and authenticity of all Customer Data;
creating, reviewing and approving all invoices, payment requests, communications, financial records and other information generated or transmitted through the Services;
ensuring that its use of the Services and all Customer Data comply with Applicable Laws, including laws relating to taxation, accounting, invoicing, electronic communications, consumer protection, privacy and record retention;
obtaining and maintaining all rights, licences, permissions and consents necessary to collect, use, process, store and disclose Customer Data through the Services;
maintaining appropriate records and backups necessary to satisfy its own business continuity, audit and regulatory requirements;
ensuring that only authorised users access the Services; and
safeguarding its Account credentials and systems used to access the Services.

The Customer acknowledges that Hatio does not review, audit, verify or validate Customer Data and is not responsible for its accuracy, completeness, legality or compliance with Applicable Laws.

The Customer remains solely responsible for its commercial relationships, contractual obligations and transactions with its customers, suppliers and other third parties.

4.2 Customer Communications

The Services may enable the Customer to send invoices, reminders, payment requests and other communications through electronic channels.

The Customer is solely responsible for ensuring that all communications initiated through the Services:

are accurate and authorised;
are sent only to recipients whom the Customer is entitled to contact;
comply with Applicable Laws; and
do not infringe the rights of any third party.

The Customer acknowledges that delivery of electronic communications depends upon third-party infrastructure, internet connectivity and recipient systems that are outside Hatio's reasonable control. Accordingly, Hatio does not guarantee the successful delivery, receipt or timing of any communication transmitted through the Services.

4.3 Acceptable Use

The Customer must use the Services only for lawful business purposes and in accordance with these Terms.

The Customer must not, directly or indirectly:

create, transmit or facilitate fraudulent, misleading or deceptive invoices, payment requests or business records;
impersonate another individual, business or organisation;
use the Services for any unlawful, fraudulent or abusive activity;
upload, transmit or distribute malware, ransomware, viruses or other malicious software;
interfere with or disrupt the operation, integrity, security or availability of the Services;
attempt to gain unauthorised access to any systems, networks, Accounts or data connected with the Services;
distribute unsolicited communications or spam through the Services in violation of Applicable Laws;
infringe the intellectual property, privacy or other legal rights of any person;
use the Services in connection with money laundering, terrorist financing, sanctions violations or other prohibited financial activities;
circumvent or attempt to circumvent usage limits, security controls or technical restrictions implemented by Hatio; or
use the Services in any manner that could reasonably be expected to damage the reputation, integrity or security of Invoice Sparrow or Hatio.

Hatio may investigate suspected violations of this Section and may suspend or terminate access to the Services in accordance with these Terms where it reasonably believes that a violation has occurred.

4.4 Payment Processing

The Services may facilitate integrations with supported Payment Processors to enable the Customer to receive payments from its customers.

Hatio provides only the software platform through which such integrations are made available.

Hatio is not:

a bank;
a financial institution;
a payment processor;
a payment system operator;
a money transmitter; or
an escrow service provider.

Hatio does not receive, hold, control, settle or transfer funds belonging to the Customer or its customers.

All payment transactions are processed directly between the Customer, the applicable Payment Processor and the Customer's payer in accordance with the terms and conditions of the relevant Payment Processor.

The Customer acknowledges that Hatio is not responsible for:

declined transactions;
failed payments;
delayed settlements;
chargebacks;
refunds;
payment disputes;
fraudulent payment activity; or
the availability, performance or security of any Payment Processor.

4.5 Third-Party Services

The Services may integrate with or provide access to Third-Party Services.

Third-Party Services are provided independently of Hatio and remain subject to the terms, conditions and privacy policies of the applicable third-party provider.

Hatio does not own, control or operate Third-Party Services and makes no representation or warranty regarding their availability, functionality, security, performance or compliance with Applicable Laws.

The Customer's decision to enable or use any Third-Party Service is entirely at its own discretion and risk.

Hatio may add, replace, suspend or discontinue integrations with Third-Party Services from time to time where reasonably necessary to improve the Services, maintain security, comply with Applicable Laws or respond to changes made by the applicable third-party provider.

Hatio shall not be liable for any loss, damage or liability arising from the Customer's use of or reliance upon any Third-Party Service.

4.6 Monitoring and Reservation of Rights

Hatio may monitor the operation and security of the Services where reasonably necessary to:

maintain the availability, integrity and security of the Services;
investigate suspected violations of these Terms;
comply with Applicable Laws or lawful requests from governmental authorities;
detect, prevent or respond to fraud, security incidents or unlawful activity; or
protect the rights, property or legitimate interests of Hatio, its customers or third parties.

Nothing in these Terms shall be construed as creating an obligation on Hatio to monitor Customer Data or the Customer's use of the Services.

Hatio reserves the right to suspend, restrict or terminate access to the Services where reasonably necessary to protect the Services, other customers or Hatio's legitimate interests.

5. Data, Intellectual Property and Service Operations

5.1 Ownership of Customer Data

As between Hatio and the Customer, the Customer retains all right, title and interest in and to its Customer Data.

Nothing in these Terms transfers ownership of Customer Data to Hatio.

The Customer grants Hatio a limited, worldwide, non-exclusive, royalty-free licence to access, host, store, reproduce, process, transmit and otherwise use Customer Data solely to the extent reasonably necessary to:

provide, operate and maintain the Services;
authenticate users and administer Customer Accounts;
provide customer support and respond to service requests;
maintain the security, integrity and availability of the Services;
comply with Applicable Laws and lawful requests from governmental authorities; and
perform Hatio's obligations under these Terms.

Except as expressly permitted by these Terms, the Privacy Policy or Applicable Laws, Hatio will not access, use or disclose Customer Data for any other purpose without the Customer's authorisation.

5.2 Account Information

Hatio may collect, store and process Account Information for purposes including:

creating and administering Customer Accounts;
managing Subscriptions and billing;
processing payments and issuing invoices;
providing customer support;
maintaining the security of the Services;
detecting and preventing fraud; and
complying with Applicable Laws.

The collection, use, storage and disclosure of Account Information shall be governed by the Privacy Policy.

5.3 Aggregated and Anonymised Data

Hatio may create, use and disclose aggregated, anonymised or de-identified information derived from the use of the Services for legitimate business purposes, including:

improving and developing the Services;
product analytics;
benchmarking and industry reporting;
performance monitoring;
capacity planning; and
business intelligence.

Hatio will ensure that such information does not identify, and cannot reasonably be used to identify, the Customer, its users or any individual.

5.4 Intellectual Property

The Services, including all software, source code, object code, databases, user interfaces, workflows, Documentation, designs, trademarks, logos, graphics, technology, know-how and all other intellectual property forming part of the Services, are owned by or licensed to Hatio and are protected under Applicable Laws.

Except for the limited rights expressly granted under these Terms, no licence or ownership rights in the Services are granted to the Customer.

The Customer must not remove, obscure or modify any copyright, trademark or other proprietary notices contained within the Services.

Hatio reserves all rights not expressly granted under these Terms.

5.5 Feedback

If the Customer provides suggestions, ideas, recommendations, enhancement requests or other feedback relating to the Services, the Customer grants Hatio a perpetual, irrevocable, worldwide, royalty-free licence to use, modify, incorporate and otherwise exploit such feedback for any lawful purpose without restriction or obligation to provide attribution or compensation.

5.6 Confidentiality

Each party may receive Confidential Information from the other in connection with the Services.

For the purposes of these Terms, "Confidential Information" means any non-public commercial, financial, technical, operational or business information disclosed by one party to the other in written, electronic, oral or any other form that is identified as confidential or would reasonably be understood to be confidential by its nature.

Each party agrees to:

use Confidential Information solely for purposes related to these Terms;
protect Confidential Information using at least the same degree of care that it uses to protect its own confidential information of a similar nature, and in any event no less than a reasonable standard of care;
disclose Confidential Information only to its employees, contractors, professional advisers and service providers who have a legitimate need to know such information and who are bound by confidentiality obligations no less protective than those contained in these Terms.

The obligations under this Section shall not apply to information that:

is or becomes publicly available without breach of these Terms;
was lawfully known to the receiving party before disclosure;
is independently developed without reference to the disclosing party's Confidential Information; or
is required to be disclosed under Applicable Laws or pursuant to the lawful order of a court or governmental authority, provided that the receiving party gives prior notice where legally permitted.

5.7 Security

Hatio will implement and maintain commercially reasonable administrative, technical and organisational safeguards designed to protect Customer Data against unauthorised access, disclosure, alteration or destruction.

The Customer acknowledges that no system, network or method of transmitting or storing electronic information can be guaranteed to be completely secure.

Accordingly, while Hatio implements commercially reasonable security measures, Hatio does not warrant that the Services will be free from security incidents or unauthorised access.

The Customer remains responsible for maintaining appropriate security over its own devices, systems, credentials and internal access controls.

5.8 Service Availability

Hatio will use commercially reasonable efforts to maintain the availability and performance of the Services.

The Customer acknowledges that the Services may be temporarily unavailable due to:

scheduled maintenance;
emergency maintenance;
failures of Third-Party Services;
internet or telecommunications failures;
cyber security incidents;
force majeure events; or
circumstances beyond Hatio's reasonable control.

Hatio may modify, update, enhance or replace features of the Services from time to time in order to improve security, functionality, performance or compliance with Applicable Laws, provided that such changes do not materially reduce the core functionality of an active paid Subscription during its current Subscription Term.

Nothing in these Terms shall be construed as creating a service level agreement or guaranteeing uninterrupted availability of the Services.

6. Suspension, Termination and General Legal Terms

6.1 Suspension

Hatio may suspend or restrict the Customer's access to all or part of the Services immediately where reasonably necessary to:

protect the security, integrity or availability of the Services;
investigate suspected fraud, unlawful activity or a breach of these Terms;
prevent harm to Hatio, other customers or third parties;
comply with Applicable Laws or the lawful direction of a governmental authority;
address non-payment of applicable fees following reasonable notice; or
mitigate any material legal, operational or security risk.

Where reasonably practicable, Hatio will notify the Customer of the suspension and, where appropriate, provide the Customer with a reasonable opportunity to remedy the relevant issue.

Suspension of the Services does not relieve the Customer of its obligation to pay any fees that remain due under the applicable Subscription.

6.2 Termination

The Customer may terminate its Subscription at any time through the account management features of the Services or by following any cancellation process made available by Hatio.

Unless otherwise expressly stated, termination shall take effect at the end of the current Subscription Term.

Hatio may terminate these Terms or the Customer's access to the Services immediately if:

the Customer commits a material breach of these Terms and fails to remedy such breach within a reasonable period after receiving notice, where the breach is capable of being remedied;
the Customer repeatedly breaches these Terms;
the Customer becomes insolvent, enters liquidation, ceases carrying on business or becomes subject to similar insolvency proceedings;
continued provision of the Services would cause Hatio to violate Applicable Laws or expose Hatio to material legal or regulatory risk; or
Hatio permanently discontinues the Services.

6.3 Effect of Termination

Upon termination or expiry of these Terms:

the Customer's right to access and use the Services shall immediately cease;
Hatio may disable or close the Customer's Account;
subject to Applicable Laws, Hatio will make Customer Data available for export for a period of up to thirty (30) days following termination, after which Customer Data may be deleted or anonymised in accordance with Hatio's data retention practices; and
termination shall not affect any rights, obligations or remedies accrued prior to the effective date of termination.

6.4 Disclaimers

The Services are provided on an "AS IS" and "AS AVAILABLE" basis.

To the fullest extent permitted by Applicable Laws, Hatio disclaims all warranties, representations and conditions, whether express, implied or statutory.

Without limiting the foregoing, Hatio does not warrant that:

the Services will operate without interruption or error;
the Services will always be available;
Customer Data will always be accurate, complete or free from errors;
communications transmitted through the Services will always be successfully delivered or received;
payments initiated through supported Payment Processors will be successfully processed or settled; or
the Services will satisfy the Customer's legal, tax, accounting or regulatory obligations.

Invoice Sparrow is a software platform designed to assist businesses in managing invoicing, receivables and payment workflows.

Hatio is not a bank, financial institution, payment processor, accounting firm, tax adviser or legal adviser.

Nothing contained in the Services constitutes legal, accounting, taxation, financial or other professional advice.

6.5 Limitation of Liability

To the fullest extent permitted by Applicable Laws, Hatio's total aggregate liability arising out of or relating to the Services or these Terms, whether in contract, tort (including negligence), statute or otherwise, shall not exceed the total fees actually paid by the Customer to Hatio for the Services during the twelve (12) months immediately preceding the event giving rise to the claim.

To the fullest extent permitted by Applicable Laws, Hatio shall not be liable for any indirect, incidental, consequential, special, exemplary or punitive damages, including any loss of profits, revenue, goodwill, anticipated savings, business opportunity, contracts, reputation, data or business interruption, even if Hatio has been advised of the possibility of such damages.

Nothing in these Terms excludes or limits liability to the extent that such liability cannot lawfully be excluded or limited under Applicable Laws.

6.6 Indemnification

The Customer agrees to indemnify, defend and hold harmless Hatio, its Affiliates, directors, officers, employees and authorised representatives from and against any third-party claims, losses, damages, liabilities, costs and reasonable legal expenses arising out of or relating to:

the Customer's use of the Services;
Customer Data;
the Customer's transactions or dealings with its customers or other third parties;
any breach of these Terms;
any violation of Applicable Laws; or
any infringement of the intellectual property, privacy or other rights of any third party by the Customer or Customer Data.

Hatio will promptly notify the Customer of any claim for which indemnification is sought and will reasonably cooperate with the Customer in the defence of such claim at the Customer's expense.

6.7 Governing Law and Dispute Resolution

These Terms shall be governed by and construed in accordance with the laws of India, without regard to its conflict of law principles.

The parties agree to first attempt in good faith to resolve any dispute, controversy or claim arising out of or relating to these Terms through mutual discussions.

If the dispute is not resolved within thirty (30) days, it shall be referred to and finally resolved by arbitration in accordance with the Arbitration and Conciliation Act, 1996.

The arbitration shall:

be conducted by a sole arbitrator appointed in accordance with the Arbitration and Conciliation Act, 1996;
have its seat and venue in Ernakulam, Kerala, India; and
be conducted in the English language.

Subject to the foregoing, the courts located in Ernakulam, Kerala shall have exclusive jurisdiction over matters relating to the enforcement of arbitral awards and matters that are not capable of settlement by arbitration.

6.8 General Provisions

Changes to these Terms. Hatio may amend these Terms from time to time. Where changes are material, Hatio will provide reasonable notice through the Services, by email or by other appropriate means. Continued use of the Services after the effective date of the revised Terms constitutes acceptance of the updated Terms.

Electronic Communications. The Customer agrees that notices, disclosures and other communications provided electronically through the Services or by email satisfy any legal requirement that such communications be in writing, except where Applicable Laws require otherwise.

Assignment. The Customer may not assign or transfer its rights or obligations under these Terms without Hatio's prior written consent. Hatio may assign or transfer these Terms in connection with a merger, acquisition, corporate reorganisation or sale of all or substantially all of its business or assets.

Relationship of the Parties. Nothing contained in these Terms creates or shall be construed as creating any partnership, joint venture, agency, employment or fiduciary relationship between Hatio and the Customer.

Force Majeure. Neither party shall be liable for any delay or failure in performing its obligations under these Terms where such delay or failure results from events beyond its reasonable control, including natural disasters, war, terrorism, civil unrest, governmental actions, labour disputes, internet failures, cyber-attacks, failures of cloud service providers, failures of public utilities or other force majeure events.

Waiver. Failure by either party to enforce any provision of these Terms shall not constitute a waiver of that provision or any other provision.

Severability. If any provision of these Terms is determined to be invalid, illegal or unenforceable, the remaining provisions shall continue in full force and effect.

Survival. The provisions relating to intellectual property, confidentiality, payment obligations, disclaimers, limitation of liability, indemnification, dispute resolution and any other provisions which by their nature are intended to survive termination shall survive the termination or expiry of these Terms.

Entire Agreement. These Terms, together with the Privacy Policy and any policies expressly incorporated by reference, constitute the entire agreement between Hatio and the Customer relating to the Services and supersede all prior discussions, proposals and agreements relating to the same subject matter. In the event of any inconsistency between these Terms and the Privacy Policy in relation to the processing of personal data, the Privacy Policy shall prevail to the extent of such inconsistency.

Contact

Questions regarding these Terms or legal notices may be addressed to:

Hatio Innovations Private Limited
MS Arcade Bl. No. 506/E3
Kaipadamugal, Vadacode P.O.
Ernakulam, Kerala 682021, India
Email: compliance@hatio.in