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Terms of Service

Last updated: January 11, 2026

These Terms of Service ("Terms") constitute a legally binding agreement between you ("Customer," "you," or "your") and HALFWRONG LLP, a limited liability partnership organized under the laws of India (LLPIN: ACU-0811), operating the Citiwise platform ("Citiwise," "we," "us," or "our").

Citiwise is a business-to-business (B2B) software-as-a-service platform designed for real estate developers to manage inventory, generate offer letters, publish project microsites, capture leads, and streamline sales operations. By accessing or using the Services, you agree to be bound by these Terms.

If you are entering into these Terms on behalf of a company, organization, or other legal entity, you represent and warrant that you have the authority to bind such entity to these Terms. If you do not have such authority, or if you do not agree with these Terms, you must not accept these Terms and may not use the Services.

1. Definitions

  • "Account" means your registered account on the Citiwise platform, including all associated credentials and settings.
  • "Authorized Users" means individuals authorized by you to access and use the Services under your Account, including your employees, contractors, and team members.
  • "Customer Content" means all data, information, text, images, documents, and other materials that you or your Authorized Users upload, submit, or transmit through the Services.
  • "Fees" means the subscription fees, usage fees, and other charges payable by you for access to the Services as set forth in an Order Form or the pricing displayed on our website.
  • "Microsite" means a publicly accessible webpage hosted by Citiwise that displays your project information, inventory, and lead capture forms.
  • "Order Form" means any ordering document, proposal, or online subscription flow that references these Terms and specifies the Services, Fees, and subscription terms.
  • "Services" means the Citiwise software platform, including the dashboard, APIs, Microsites, and all related features, tools, and functionality we make available.
  • "Subscription Term" means the period during which you are authorized to access and use the Services, as specified in an Order Form.

2. Order of Precedence

In the event of any conflict or inconsistency among the documents governing your use of the Services, the following order of precedence applies (highest to lowest): (a) an executed Order Form or enterprise agreement; (b) any applicable Data Processing Addendum; (c) any territory-specific addendum; (d) these Terms; (e) our Acceptable Use Policy; and (f) our Privacy Policy.

3. Account Registration and Eligibility

3.1 Eligibility: The Services are intended for business use by real estate developers, promoters, and their authorized representatives. By using the Services, you represent that you are at least 18 years of age, have the legal capacity to enter into binding contracts, and are not prohibited from using the Services under any applicable law.

3.2 Account Creation: To access the Services, you must create an Account by providing accurate, current, and complete information. You agree to update your Account information promptly to keep it accurate.

3.3 Account Security: You are responsible for maintaining the confidentiality of your login credentials, all activities that occur under your Account, ensuring your Authorized Users comply with these Terms, and promptly notifying us at security@citiwise.in if you suspect any unauthorized access to your Account.

4. Services and License

4.1 License Grant: Subject to your compliance with these Terms and payment of applicable Fees, we grant you a limited, non-exclusive, non-transferable, non-sublicensable license to access and use the Services during the Subscription Term solely for your internal business purposes.

4.2 Service Description: Citiwise enables real estate developers to manage project and unit inventory, generate offer letters and commercial documents, publish project microsites with live availability, capture and manage leads, invite team members with role-based access, model project finances, and integrate with third-party services. We are not a real estate agent, broker, legal advisor, or financial advisor. We do not guarantee sales outcomes or certify the accuracy of any information you upload.

4.3 Beta Features: We may offer beta, preview, or experimental features ("Beta Features"). Beta Features are provided "as is" without warranties or support commitments. We may discontinue Beta Features at any time without liability.

5. Subscriptions, Fees, and Payment

5.1 Subscription Plans: Access to the Services is provided on a subscription basis. The specific features, usage limits, and Fees applicable to your subscription are set forth in your Order Form or on our pricing page. Unless otherwise specified, subscriptions are billed annually.

5.2 Payment: You agree to pay all Fees in accordance with the payment terms specified in your Order Form. Unless otherwise stated, Fees are quoted and payable in Indian Rupees (INR) and are non-refundable except as expressly provided in these Terms or required by law.

5.3 Taxes: Fees are exclusive of all taxes, levies, and duties, including GST, VAT, and withholding taxes. You are responsible for paying all Taxes associated with your subscription, except for taxes based on our net income.

5.4 Renewal: Unless either party provides written notice of non-renewal at least 30 days before the end of the current Subscription Term, your subscription will automatically renew for successive periods of the same duration at the then-current Fees.

6. Customer Content and Data

6.1 Ownership: You retain all right, title, and interest in and to your Customer Content. We claim no ownership rights over Customer Content.

6.2 License to Citiwise: By uploading Customer Content to the Services, you grant us a limited, non-exclusive, worldwide, royalty-free license to host, store, reproduce, process, display, and transmit your Customer Content solely as necessary to provide and improve the Services.

6.3 Customer Responsibilities: You are solely responsible for the accuracy, quality, and legality of Customer Content, obtaining all necessary rights and consents to upload and use Customer Content, and ensuring Customer Content does not violate any applicable law or third-party rights.

6.4 Data Export: During your Subscription Term, you may export your Customer Content using the export features available in the Services. Upon termination, we will make your Customer Content available for export for 30 days.

7. Acceptable Use

Your use of the Services is subject to our Acceptable Use Policy. You agree not to:

  • Use the Services for any unlawful purpose or in violation of any applicable law
  • Upload content that is defamatory, obscene, fraudulent, or infringes any third-party rights
  • Interfere with or compromise the integrity or security of the Services
  • Attempt to gain unauthorized access to any part of the Services or other accounts
  • Use automated means (bots, scrapers) to access the Services without our written permission
  • Reverse engineer, decompile, or disassemble the Services
  • Resell or sublicense access to the Services without authorization
  • Use the Services to send spam or unsolicited communications

8. Regulatory Compliance

8.1 RERA Compliance (India): If you are a real estate developer operating in India, you are solely responsible for compliance with the Real Estate (Regulation and Development) Act, 2016 ("RERA") and all applicable state-specific RERA rules. This includes maintaining valid RERA registration, displaying accurate registration numbers, providing mandatory disclosures, and ensuring all communications comply with RERA requirements.

8.2 Offer Letters: Offer letters and commercial documents generated through the Services are based on information you provide. Such documents are indicative and do not constitute a binding agreement to sell or legally enforceable contract unless otherwise agreed in writing between you and the buyer.

8.3 Payment Collection: Citiwise does not collect, hold, or settle any payments from property buyers on your behalf. Any booking amounts or other funds collected from buyers are managed directly by you outside the Services.

8.4 No Legal Advice: Citiwise is a technology platform and does not provide legal, tax, financial, or investment advice. Features that assist with compliance are provided for convenience only and do not constitute legal advice.

9. Privacy and Data Protection

Our collection and use of personal information is described in our Privacy Policy, which is incorporated into these Terms by reference.

To the extent you upload personal data of third parties (such as buyer information or lead data), you represent that you have obtained all necessary consents and legal bases to share such data with us. You are the data controller for such personal data, and we process it on your behalf as a data processor.

Enterprise customers may request a Data Processing Addendum. Contact legal@citiwise.in to request a DPA.

10. Intellectual Property

10.1 Citiwise IP: We and our licensors own all right, title, and interest in and to the Services, including all software, algorithms, user interfaces, designs, documentation, trademarks, and other intellectual property. Except for the limited license granted in Section 4.1, no rights in our intellectual property are granted to you.

10.2 Feedback: If you provide suggestions, ideas, or feedback regarding the Services, you grant us a perpetual, irrevocable, worldwide, royalty-free license to use, modify, and incorporate such feedback into the Services.

10.3 Trademarks: Citiwise, our logo, and other Citiwise product names are trademarks of HALFWRONG LLP. You may not use our trademarks without our prior written consent.

11. Third-Party Services

The Services may integrate with or enable access to third-party services (such as payment gateways, mapping services, analytics providers, and communication platforms). Your use of third-party services is subject to the terms and privacy policies of those providers. We are not responsible for the availability, accuracy, or practices of third-party services.

If you use features that enable sharing via WhatsApp or other messaging platforms, you are responsible for obtaining appropriate consent from recipients and complying with applicable anti-spam laws.

12. Confidentiality

Each party agrees to protect the other party's Confidential Information using the same degree of care it uses to protect its own confidential information, but no less than reasonable care. "Confidential Information" means any non-public information disclosed by one party to the other that is designated as confidential or that reasonably should be understood to be confidential.

13. Disclaimers

THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE DISCLAIM ALL WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND TITLE.

We do not warrant that the Services will meet your specific requirements, be uninterrupted, timely, secure, or error-free, or that any errors will be corrected.

14. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL CITIWISE, ITS AFFILIATES, PARTNERS, OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, DATA, BUSINESS OPPORTUNITIES, GOODWILL, OR USE.

OUR TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES SHALL NOT EXCEED THE GREATER OF: (A) THE FEES PAID BY YOU TO US DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM; OR (B) ONE HUNDRED THOUSAND INDIAN RUPEES (INR 100,000).

These limitations shall not apply to your breach of Section 7 (Acceptable Use), your indemnification obligations, your payment obligations, or either party's liability for fraud, gross negligence, or willful misconduct.

15. Indemnification

You agree to indemnify, defend, and hold harmless Citiwise, HALFWRONG LLP, and their respective officers, directors, employees, agents, and affiliates from and against any and all claims, damages, losses, liabilities, costs, and expenses arising out of or related to:

  • Your use of the Services
  • Your Customer Content, including any claims that it infringes third-party rights
  • Your violation of these Terms or the Acceptable Use Policy
  • Your violation of any applicable law or third-party right
  • Any dispute between you and a buyer, lead, or other third party
  • Your failure to comply with RERA or other regulatory requirements

16. Termination

16.1 Termination by You: You may terminate your subscription at any time by providing written notice to support@citiwise.in. Unless otherwise required by law, Fees are non-refundable.

16.2 Termination by Citiwise: We may terminate or suspend your access to the Services immediately if you materially breach these Terms, breach Section 7 (Acceptable Use), upon 30 days' written notice for any reason, or immediately if required by law.

16.3 Effect of Termination: Upon termination, your license to use the Services immediately terminates. We will make your Customer Content available for export for 30 days following termination, after which we may delete it.

17. Governing Law and Dispute Resolution

17.1 Governing Law: These Terms are governed by and construed in accordance with the laws of India, without regard to its conflict of laws principles.

17.2 Informal Resolution: Before initiating any formal dispute resolution, you agree to first contact us at legal@citiwise.in and attempt to resolve the dispute informally for at least 30 days.

17.3 Jurisdiction: Any dispute arising out of or relating to these Terms shall be subject to the exclusive jurisdiction of the courts located in Mumbai, Maharashtra, India. You consent to personal jurisdiction and venue in such courts.

18. Changes to Terms

We may modify these Terms from time to time. When we make material changes, we will update the "Last updated" date and notify you via email or through the Services at least 30 days before the changes take effect. Your continued use of the Services after the effective date constitutes your acceptance of the modified Terms.

19. General Provisions

19.1 Entire Agreement: These Terms, together with any Order Forms, the Privacy Policy, and the Acceptable Use Policy, constitute the entire agreement between you and Citiwise regarding the Services.

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

19.3 Waiver: No waiver of any term shall be deemed a further or continuing waiver of such term or any other term.

19.4 Assignment: You may not assign or transfer these Terms without our prior written consent. We may assign these Terms without restriction.

19.5 Force Majeure: Neither party shall be liable for any failure or delay due to causes beyond its reasonable control, including acts of God, natural disasters, war, terrorism, epidemics, or failures of third-party services.

19.6 Notices: We may send you notices via email to the address associated with your Account. You may send notices to us at legal@citiwise.in.

20. Contact

For questions about these Terms:

HALFWRONG LLP (LLPIN: ACU-0811). Registered office address available upon written request to legal@citiwise.in.