Terms of Service
1.Definitions and interpretation
In this Agreement, unless the context requires otherwise:
- "Agreement" means these Terms of Service, the Privacy Policy, the API Terms where the User makes programmatic use of the Services, the Refund Policy, and any order form or partner agreement executed between the parties, as amended from time to time; in case of conflict, a signed order form or partner agreement prevails;
- "Company" means Dreamfuel Technologies Private Limited, AshaYog Unit 104, Vijaya Nagar Colony, Pune 411030, India, together with its affiliate Eximtech Inc., 16192 Coastal Highway, Lewes, DE 19958, USA (collectively "Eximfiles", "we", "us");
- "ScripX" means the Platform, an Eximfiles product operated by the Company; ScripX is a product and brand of the Company, and not itself a separate legal entity;
- "Government Authority" means any governmental, statutory, or regulatory authority of India or its electronic systems, including without limitation the Central Board of Indirect Taxes and Customs, Indian Customs, and the Directorate General of Foreign Trade, and "Government Portal"means any online portal or interface operated by or for a Government Authority, including the system that maintains the Electronic Duty Credit Ledger;
- "Credentials" means any sign-in details, passwords, tokens, or keys the User provides to enable the Services, including credentials for a Government Portal;
- "Scrip" means a duty-credit e-scrip issued by a Government Authority under the Customs Act, 1962 and the Electronic Duty Credit Ledger Regulations, 2021, including RoDTEP and RoSCTL scrips recorded in the Electronic Duty Credit Ledger. The term names the government instrument, not the Platform;
- "Platform" or "Services"means the software workspace, website, and API made available at scripxhq.com and app.scripxhq.com, an Eximfiles product, through which the User lists, offers, buys, transfers, and settles Scrips and monitors the resulting records;
- "User" or "you" means the person or entity accepting this Agreement, whether selling Scrips, buying Scrips to meet a customs duty liability, or transacting on behalf of connected client entities as a broker or customs house agent;
- "User Instruction" means any action initiated, approved, scheduled, or confirmed by the User or its authorised personnel through the Services, including a firm offer accepted in Live mode, a duty cover approved on a Bill of Entry, a standing configuration the User enables such as Autopilot or Auto-Cover, and an API call made with the User's credentials or keys; and
- "User Content" means data, records, files, and information provided by the User or retrieved from a Government Portal on the User's behalf.
Headings are for convenience only. "Including" means "including without limitation".
2.Acceptance; electronic contract; records
This Agreement is an electronic contract validly formed under the Information Technology Act, 2000 and the Indian Contract Act, 1872. The User accepts it by any of: ticking the acceptance box at sign-up; creating an account; connecting a Government Portal account; or using any part of the Services, whichever occurs first. No physical signature is required, and the User waives any objection to the formation or enforceability of this Agreement on the ground that it was concluded electronically. The Company maintains a hash-chained, tamper-evident record of the date, time, and manner of acceptance and of User Instructions, and the User agrees that such records shall be presumed accurate and shall be admissible as evidence of the matters they record.
3.Eligibility; authority
The Services are offered solely to persons carrying on business, not to consumers for personal use. The User represents and warrants on a continuing basis that: (a) it is validly registered and competent to contract; (b) it holds, or acts with the authority of the holder of, every registration and identifier it uses in the Services, including any Importer Exporter Code and any Scrip it lists or applies; (c) the individual accepting this Agreement is duly authorised to bind the User; and (d) all information it provides is and will remain true, accurate, and complete.
4.The Services
The Services provide a managed venue and programmatic interface through which the User transacts in its own Scrips: a seller lists and sells the duty credit that issues to it, and a buyer covers a customs duty liability with Scrips instead of cash. ScripX acts strictly as the transacting agent that matches, transfers, and settles Scrips between Users on the relevant Government Portal; it never takes title to any Scrip, never trades on its own account, and holds no proprietary position in the instruments transacted. All Scrips, their issuance, and their utilisation are recorded by the relevant Government Authority and never by the Company. The Company is a technology and settlement provider; it is not affiliated with, endorsed by, or an agent of the Directorate General of Foreign Trade, the Central Board of Indirect Taxes and Customs, Indian Customs, or ICEGATE, and it renders no legal, tax, customs, or investment advice. Indicative rates and timelines shown in the Services reflect typical market and third-party behaviour and are not commitments or offers to trade.
Who uses the Services. The Services serve several kinds of business User, and this Agreement applies to each according to its role: (a) a seller, an exporter or other holder of duty credit, lists and sells the Scrips that issue to it and receives settlement into its own registered bank account; (b) a buyer, an importer or other person with a customs duty liability, covers a Bill of Entry with Scrips instead of cash and must be eligible to acquire and utilise the Scrips it buys; (c) a broker or customs house agent transacts for connected client entities from one account, each on that client's own mandate; and (d) an enterprise connects several of its own entities under one account. Programmatic Users, such as platforms and developers who integrate through the API, are additionally governed by the API Terms. Role-specific rights and obligations appear in Sections 8, 10, and 11, and every User, whatever its role, acts in the course of business and is bound by the representations, warranties, and obligations in this Agreement.
5.Authorisation and mandate
The Services operate exclusively upon the User's permission. By accepting this Agreement, and again by executing a Power of Attorney in favour of the Company and connecting a Government Portal account or supplying Credentials, the User grants the Company an express, informed, and recorded authorisation, and appoints the Company as its authorised agent under standing instruction, to:
- collect, store, and use the User's Credentials to access the relevant Government Portal on the User's behalf;
- retrieve, refresh, and store the User's Scrip Ledger, records, and status, on demand and on schedule;
- list, offer, reserve, transfer, and apply Scrips, and complete the related portal actions, pursuant to User Instructions; and
- receive, download, and store the resulting records, invoices, and settlement confirmations in the User's workspace.
Agency, not title. The mandate is one of agency only. The Company effects each transfer of a Scrip directly from the selling User to the buying User on the Government Portal. The Company never becomes the owner of any Scrip, and no provision of this Agreement shall be read as vesting title, beneficial interest, or proprietary risk in the Company.
Attribution of acts. Every act performed under this mandate pursuant to a User Instruction is deemed for all purposes, civil, regulatory, and evidentiary, to be the act of the User personally, carried out with the User's full knowledge and authority, as if performed by the User directly on the relevant Government Portal. The User irrevocably agrees not to challenge, repudiate, or dispute the validity, authority, or attribution of any listing, transfer, or application carried out pursuant to a User Instruction, whether as against the Company, any Government Authority, or any third party, on the ground that it was effected through the Services.
Custody of credentials. Credentials granted under the Power of Attorney are held in a server-side vault, are never exposed in the browser, and are used solely to carry out the User's Instructions. The Company may suspend or pause a connection where it detects interference, credential changes, or anomalies that could compromise the safety, integrity, or auditability of operations.
Revocation. The mandate and the Power of Attorney are revocable at will by disconnecting the relevant account, changing the underlying Credentials, or withdrawing the Power of Attorney. Revocation operates prospectively only: it does not affect transfers already settled, instructions already in execution, or the Company's right to retain records as required by law or for the establishment or defence of legal claims.
6.User Instructions; approval workflow
The User is solely responsible for every User Instruction. A firm offer accepted in Live mode is binding for the seconds it is held open, and a duty cover approved against a Bill of Entry is a binding instruction to transfer and apply the selected Scrips. Nothing pays or transfers itself: every write to a Government Portal follows the same workflow of prepare, review, approve, e-sign, and submit, and nothing auto-submits. Where the User enables a standing configuration such as Autopilot or Auto-Cover, the User sets its own guard-rails, such as a floor price, and anything outside those guard-rails is held for the User's own tap rather than acted on automatically. Each output records the environment that produced it and the settlement reference that accompanies it. The Company may rely conclusively on any instruction received through the User's account or API keys, and is under no duty to verify the substance, prudence, or commercial merit of an instruction beyond the validations and provenance checks the Services perform.
Duty to review. The User shall review the offers, covers, transfers, invoices, net-realisation statements, and settlement confirmations available in its workspace promptly, and shall notify the Company at amin@eximfiles.io of any suspected error, unauthorised instruction, or discrepancy within 30 days of the item first becoming available to it. Absent such notice, the item and the Company's records of it shall be deemed accurate and accepted by the User, without prejudice to rights that cannot be excluded under applicable law.
Finality of settled trades. A settled Scrip transfer is final and irreversible. Once the transfer executes on the Government Portal and settlement completes, neither the transfer of the Scrip nor the corresponding payment can be recalled, reversed, unwound, cancelled, or refunded on account of price movement, a later change of mind, or any matter other than a confirmed error by the Company or a failed settlement handled as set out in the Refund Policy. The buyer takes the Scrips it has covered and the seller takes the payout, each as its own final and binding act. There is no cooling-off period for a completed trade.
7.Credentials and account security
Credentials are stored encrypted at rest in a server-side vault and are not displayed back after entry, including to the User. The User shall keep its account access secure, maintain Credentials current within the Services following any change made at the source, restrict access to authorised personnel, and notify the Company without delay at amin@eximfiles.io of any suspected compromise. The User bears the consequences of instructions given by any person it has permitted, expressly or by negligence, to access its account.
8.Representations and warranties of the User
The User represents, warrants, and undertakes that:
- it owns or lawfully controls every account, identifier, Scrip, and Credential it connects, lists, or supplies;
- each Scrip it lists is genuine, validly issued, free of encumbrance, and supported by the underlying export and shipping-bill chain, and each duty cover it approves relates to a genuine Bill of Entry;
- where it buys Scrips, it has a genuine customs duty liability or a bona-fide Bill of Entry to cover, it is legally eligible to acquire and utilise those Scrips, and the funds it uses to settle are its own, lawfully sourced, and free of any third-party claim;
- it has completed, and will keep current, the identity and know-your-customer verification the Company reasonably requires before and while it transacts;
- its use of the Services will comply with all applicable law, including customs, foreign exchange, tax, anti-money-laundering, and data protection law;
- it will review each offer, cover, and settlement before approval and maintain its own records of its transactions; and
- no consent, approval, or filing other than those it has obtained is required for it to enter into and perform this Agreement.
9.No professional advice; no guarantee of outcomes
Reference rates, indicative pricing, provenance signals, guides, and other assistance in the Services are provided for convenience only and do not constitute legal, tax, customs, or investment advice. The Scrip Reference Rate is indicative and is not an offer to trade. Nothing in the Services guarantees the acceptance of any transfer, the value of any Scrip, or the outcome of any customs proceeding. The User is responsible for obtaining its own professional advice.
10.API, enterprise, broker, and platform accounts
API access is governed by the API Terms published at scripxhq.com/api-terms, which are incorporated into this Agreement, together with published rate limits and technical documentation. Sandbox access is the default; production access requires a signed non-disclosure and production agreement and may carry fees stated therein. Instructions received under an account's API keys are conclusively User Instructions of the account holder or of the connected entity to which they relate, and custody of API keys is entirely the account holder's responsibility.
Enterprise accounts. Where an account holds several trading entities, such as subsidiaries or divisions, each connected entity is itself a User bound by this Agreement, each transacts as itself under its own Government Portal connection and its own Power of Attorney, and the account holder represents and warrants on a continuing basis that it has the authority of every connected entity to accept this Agreement and to give User Instructions on its behalf. The account holder is responsible for administering roles and access within its account, and each connected entity's records, Credentials, and settlement details are segregated so that they are available only to that entity and to the personnel the account holder authorises.
Broker and platform accounts. Where the User is a broker or customs house agent running client IECs from one desk, or a platform that embeds the ScripX quote or settlement interface: (a) each client or end customer is itself a User that must have granted the Section 5 authorisation and executed its own Power of Attorney at its own connection step, and the broker or platform shall not cause, and shall prevent, any transfer or cover for a party that has not done so; (b) the broker or platform is responsible, as between it and the Company, for all instructions, data, and personal data it transmits in respect of its clients, and warrants that it has obtained every consent, notice, and lawful basis required, including under the DPDP Act, to share that data with the Company for the operation of the Services; (c) the broker or platform shall pass through to its clients terms no less protective of the Company than this Agreement, and remains jointly and severally responsible with each client for compliance with it; and (d) the indemnity in Section 20 extends to claims by or relating to the broker's or platform's clients. The Company holds no client money for a broker or platform: every settlement pays into the bank account registered for the transacting entity, and any commission, mark-up, or fee the broker or platform charges its clients is a matter solely between it and its clients. The broker or platform shall disclose to each client that ScripX operates the venue and settlement and that the broker or platform acts as that client's agent.
11.Fees, settlement, and taxes
During early access the Services are provided with zero commission and zero processing fees. Where a standard fee applies, it is charged only when a trade settles, and is stated in the Services before the User confirms: on the sell leg, a percentage of the Scrip face value plus applicable Goods and Services Tax; on the buy leg, a spread that funds the delivery-versus-payment guarantee and provenance screening. There are no subscriptions, listing fees, or minimums.
Settlement. Settlement is atomic delivery versus payment. The buyer's funds lock in a partner-bank virtual account before any Scrip moves; the transfer then executes from seller to buyer on the Government Portal under the agency model in Section 5; and the seller payout fires on the Government Portal's confirmation. Failed settlements unwind and refund in full the same business day, as set out in the Refund Policy.
Taxes. The sale of a Scrip is treated as a supply of a duty-credit instrument and is exempt from Goods and Services Tax (HSN 4907). The Company's fee carries Goods and Services Tax at the applicable rate, and every settled trade ships a tax invoice and a net-realisation statement. All government fees, bank charges, penalties, and taxes arising from the User's own transactions or business are solely the User's. The Company may introduce or revise fees, plans, or spreads prospectively, on reasonable prior notice given through the Services or by email; if the User does not accept a change, its remedy is to terminate under Section 21 before the change takes effect, and continued use thereafter constitutes acceptance.
12.Acceptable use
The User shall not, and shall not permit any person to:
- use the Services for any account, identifier, or Scrip it is not authorised to act for, or misrepresent its identity or authority;
- list a Scrip that is forged, encumbered, already transferred, or not supported by a genuine underlying export, or approve a cover against a fictitious Bill of Entry;
- interfere with, probe, scan, overload, or disrupt the Services or any Government Portal, or exceed published API limits;
- introduce malicious code, or access data of any other user;
- access the Services by any automated means other than the documented API, or harvest, scrape, or systematically extract data, content, or interface elements of the Services;
- copy, modify, reverse engineer, or create derivative works of the Services except as law permits notwithstanding this clause; or
- resell, sublicense, or white-label the Services except under a written platform agreement.
13.User Content; licence to operate
As between the parties, User Content belongs to the User. The User grants the Company a worldwide, non-exclusive, royalty-free licence to host, copy, process, transmit, and display User Content solely: (a) to provide, secure, settle, and support the Services; (b) to comply with law and enforce this Agreement; and (c) in aggregated or de-identified form that cannot identify the User or its transactions, to operate, develop, test, and improve the Services and new features and offerings. The Services provide full export of the User's ledger, invoices, and per-trade audit packs at any time while the account is active.
14.Intellectual property
The Services, including software, interfaces, designs, documentation, and marks, are and remain the exclusive property of the Company and its licensors. The User receives only a limited, revocable, non-exclusive, non-transferable licence to use the Services for its own transactions during the term. No rights are granted by implication.
15.Confidentiality
Each party shall keep confidential the non-public information of the other disclosed in connection with the Services, using it only to perform this Agreement, and protecting it with no less than reasonable care. This obligation does not apply to information that is public without breach, independently developed, or required to be disclosed by law, in which case the disclosing party shall, where lawful, give prompt notice.
16.Third-party systems
The Services depend on systems outside the Company's control, including Government Portals, the Electronic Duty Credit Ledger, banking and payment channels, and network infrastructure. The Company does not warrant their availability, accuracy, or timeliness, is not responsible for their acts, omissions, outages, data, or rejections, and may suspend the Services where a third-party system makes safe operation impracticable.
17.Disclaimers
The Services are provided "as is" and "as available", with all faults. To the maximum extent permitted by law, the Company disclaims all warranties and conditions, express, implied, or statutory, including merchantability, fitness for a particular purpose, non-infringement, and any warranty arising from course of dealing or usage of trade, and does not warrant that the Services will be uninterrupted, error-free, or secure, or that any transfer will be accepted or any indicative rate realised.
18.Assumption of risk
The User acknowledges that trading in duty-credit instruments carries inherent commercial and regulatory consequences, that the recording and utilisation of Scrips rest with Government Authorities, and that the User alone selects, reviews, and approves the offers and covers it instructs. To the maximum extent permitted by law, the User assumes the risks arising from its instructions, from price movement, and from regulatory or policy changes.
19.Limitation of liability
To the maximum extent permitted by law: (a) in no event shall the Company be liable for indirect, incidental, special, consequential, exemplary, or punitive damages, or for loss of profits, revenue, business, goodwill, data, or anticipated gains, however caused and under any theory of liability, even if advised of the possibility; and (b) the Company's total aggregate liability arising out of or relating to the Services in any twelve-month period shall not exceed the greater of the fees actually paid by the User to the Company for the Services in that period or INR 10,000. These limitations apply notwithstanding the failure of any limited remedy, and do not limit liability that cannot be limited under applicable law, including for fraud or wilful misconduct. The protections in this Section extend to, and may be enforced by, the Company's affiliates and their respective officers, employees, and agents. To the maximum extent permitted by law, the User waives any right to injunctive or other equitable relief that would prevent or restrict the operation of the Services, its remedy being limited to damages subject to this Section.
20.Indemnification
The User shall defend, indemnify, and hold harmless the Company, its affiliates, and their officers, employees, and agents from and against all claims, demands, actions, penalties, fines, losses, and expenses (including reasonable legal fees) arising out of or relating to: (a) User Content, the genuineness of any Scrip it lists, or the substance of any transfer or cover made pursuant to a User Instruction; (b) the User's breach of this Agreement or of applicable law; (c) use of the Services for any account, Scrip, or party without sufficient authority; or (d) disputes between the User and any third party, including any Government Authority or counterparty, concerning the User's transactions or business.
21.Term; suspension; termination; survival
This Agreement applies from first acceptance and continues until terminated. The User may terminate at any time by closing its account, disconnecting its Government Portal accounts, and withdrawing its Power of Attorney. The Company may suspend or terminate access, with notice where practicable, for breach, legal or security risk, extended inactivity, or non-payment of agreed fees. Upon termination the User may export its data for 30 days, after which the Company may delete it subject to retention required by law. Sections 1, 2, 5 (agency, attribution, and records), 6, 8, 9, and 13 through 26 survive termination.
22.Modifications
The Company may modify the Services and may amend this Agreement by posting a revised version with a revised date, giving notice through the Services or by email for material changes. Continued use after the effective date constitutes acceptance. If the User does not accept an amendment, its remedy is to terminate under Section 21 before the effective date.
23.Governing law; arbitration; class waiver
This Agreement is governed by the laws of India, without regard to conflict of laws principles. Any dispute, controversy, or claim arising out of or relating to this Agreement or the Services that is not resolved through the grievance process shall be finally resolved by arbitration under the Arbitration and Conciliation Act, 1996, before a sole arbitrator appointed by mutual agreement, seated in Pune, Maharashtra, conducted in English; the award shall be final and binding. Subject thereto, the courts at Pune have exclusive jurisdiction. All claims shall be brought in the parties' individual capacity and not as part of any class or representative proceeding.
24.Grievance redressal
The Grievance Officer under applicable Indian law is Amin Naik, amin@eximfiles.io. Grievances are ordinarily acknowledged within 48 hours and resolved within 30 days. The User agrees to raise disputes first through this process and to cooperate reasonably with requests for information.
25.Notices; electronic communications
The User consents to receive notices, disclosures, and communications electronically, at the email address on its account or within the Services, and agrees that electronic communications satisfy any legal requirement of writing. Notices to the Company shall be sent to amin@eximfiles.io and are effective on receipt.
26.Miscellaneous
This Agreement is the entire agreement between the parties regarding the Services and supersedes all prior understandings. The User confirms that it has not relied on any statement, marketing description, demonstration, or projection not expressly recorded in this Agreement. Except for the persons expressly protected by Section 19 or indemnified under Section 20, this Agreement confers no rights on any third party. This Agreement shall be construed neutrally and not against either party as its drafter. If any provision is held invalid, it shall be enforced to the maximum extent permissible and reformed to reflect the parties' intent, and the remainder shall continue in force. No waiver is effective unless in writing, and no failure to enforce is a waiver. The User may not assign this Agreement without the Company's written consent; the Company may assign it to an affiliate or in connection with a merger, acquisition, or transfer of assets. Nothing in this Agreement creates a partnership, joint venture, or employment relationship, and the Company's agency is strictly limited to the mandate in Section 5. Neither party is liable for failure or delay caused by events beyond its reasonable control, including acts of Government Authorities, outages of Government Portals, and force majeure events.