Terms & Conditions

Last updated: 7 October 2026

These terms apply to new customers and to all use of our website from the date above. For customers with an existing subscription or licence, the changes in this version take effect 30 days after we notify you, or at your next renewal if that is sooner.

1. About these terms

These terms are an agreement between Nveloop (“Nveloop”, “we”, “us”), of 467/1 L1, Galle Road, Kalutara South 12000, Sri Lanka, and the business or person using our website or services (“you”). They apply when you use the website, create an account, sign an order form or quotation, or start using any Nveloop product, whichever happens first.

Our products are business software. You confirm that you use them for the purposes of a trade, business or profession, and that the person accepting these terms has authority to bind the business they represent.

If there is a conflict, the order of priority is: (a) a written agreement or quotation signed by both of us; (b) the product terms in sections 9 to 11; (c) the rest of these terms. Our Privacy Policy explains how we handle personal information and forms part of these terms.

2. Definitions

Services: the Nveloop website and every product we supply, including Nveloop POS, Nveloop GemHub, the Gem Merchant System, Gem ERP and custom gem software, the Gem Lab Management System, gem and jewelry websites and e-commerce stores, and related setup, training and support.
Customer Data: all data, files and content that you, your users or your own customers put into the Services.
Users: your owners, staff, contractors and anyone else you allow to use the Services under your account.
End Customers: the people and businesses you sell to or serve, including shoppers, diners, patients and trade clients, whose details may be recorded in the Services.
GemHub: the Nveloop GemHub marketplace, where Suppliers list gemstones, diamonds, jewellery and related goods and Buyers search for and order them.

3. Our products and services

We supply software on a subscription basis (monthly or yearly), under one-time licences (such as Gem ERP), and as marketplace access (GemHub), together with the setup, training and support described in your plan or quotation. Product features are described on our website; a feature forms part of your service only if it is included in the plan or quotation you purchased.

Free trials, demonstrations, demo data and features marked as “beta” or “preview” are provided as they are, may change or end at any time, and must not be relied on for live trading, tax or regulatory records.

4. Accounts, users and security

You are responsible for everything done under your accounts, including by your Users, and for the roles, permissions, approval rules, PINs and access cards you set up for them. Keep passwords, PINs, access cards, print-agent tokens and other credentials confidential, do not share a login between people, and remove access promptly when someone leaves. Where two-step sign-in is available, we strongly recommend using it.

Each plan includes the number of users, branches, registers or other limits stated in it. You must not exceed or work around those limits. Tell us immediately at info@nveloop.com if you believe an account has been compromised; we may suspend access to protect you, other customers or the Services.

5. Fees, billing and taxes

Fees are as published on our website or as set out in your quotation. Some products, including Nveloop POS, GemHub supplier services and Gem ERP, are quoted individually. Published prices are in US dollars; we may invoice customers in Sri Lanka in Sri Lankan rupees. All prices exclude VAT and any other taxes, duties or levies, which are added where the law requires.

Subscription fees are payable in advance for the billing period chosen and renew automatically for the same period unless you cancel before the renewal date. We may change subscription prices for future periods by giving you at least 30 days’ notice before your next renewal. Bank charges and currency conversion costs on your side are yours.

If an invoice is unpaid on its due date we may, after giving at least 14 days’ notice, suspend access until it is paid. Suspension for non-payment does not reduce the fees due. You must not withhold payment for one product because of a dispute about another.

6. Refunds

All fees paid to Nveloop are non-refundable. This applies to subscription fees, one-time licence fees, website and e-commerce plans, GemHub supplier fees, and any setup, data migration, hardware configuration or training charges, whether or not the service has been used.

Subscriptions run for the minimum term shown at the time of purchase. You may cancel at any time to stop the subscription renewing, but fees already paid — including for unused time remaining in a paid period — are not refunded and are not exchanged for credit.

If a payment has been taken in error or charged twice, write to info@nveloop.com and we will correct it.

Nothing in this section affects any right you may have under consumer protection law in your own country that cannot be excluded by agreement.

7. Your data

Ownership. You own your Customer Data. You give us a limited licence to host, copy, process and display it only as needed to provide, secure and support the Services, to comply with the law, and as described in our Privacy Policy. We do not sell Customer Data or use it to build products for other customers.

Your responsibilities. You are responsible for the accuracy and lawfulness of Customer Data, and for having every notice, consent and other legal basis required to record and use personal information about your Users and End Customers — including health information such as prescriptions, identity and tax numbers, and contact details used for loyalty or marketing.

Data protection roles. For personal information inside Customer Data, you are the controller and Nveloop is your processor. We will: process it only on your documented instructions (these terms and your use of the Services are those instructions); keep it confidential and protected by appropriate technical and organisational measures; use only sub-processors bound by equivalent obligations; help you, where reasonable, to respond to requests from individuals and to meet your security, breach-notification and impact-assessment obligations; notify you without undue delay after becoming aware of a personal data breach affecting your data; and delete or return it when the Services end, as set out in section 19. These commitments are intended to meet the requirements of the Personal Data Protection Act, No. 9 of 2022 of Sri Lanka and, where it applies, the EU General Data Protection Regulation.

Records and backups. We back up hosted data, but backups exist to restore the Services, not to act as your archive. You must keep your own exports of the records you are legally required to keep, such as tax invoices, sales and stock records, and download them before your account ends.

8. Acceptable use

You must not use the Services, and must not allow anyone else to use them, to:

break any law or regulation, or help anyone else to do so, including tax, customs, export, anti-money-laundering, sanctions, consumer, pharmacy and data protection law;
under-record sales, issue false or duplicate tax invoices, alter or delete records to evade tax, or misrepresent figures to any authority, bank, insurer or buyer;
buy, sell or list goods that are stolen, counterfeit, illegally mined or exported, subject to sanctions or import bans, or otherwise prohibited;
infringe anyone’s intellectual property, privacy or other rights, or upload content that is unlawful, misleading, defamatory or harmful;
send spam or unsolicited marketing through the email, SMS or WhatsApp features, or message people who have opted out;
access another customer’s data, probe or test our security, introduce malicious code, overload the Services, or scrape them by automated means;
copy, modify, reverse engineer or build a competing product from our software, except where the law expressly allows it; or
resell, sublicense or provide the Services to third parties without our written agreement.

We may remove content, block transactions or suspend access where we reasonably believe this section has been breached, and we may report suspected unlawful activity to the relevant authorities.

9. Nveloop POS terms

This section applies in addition to the rest of these terms when you use Nveloop POS in any business mode — retail, supermarket, restaurant, jewellery, pharmacy or any other business type.

9.1 Tax, invoices and compliance are your responsibility

Nveloop POS provides tools to calculate tax and to produce invoices, receipts, credit notes and reports in formats based on the requirements published by the Inland Revenue Department of Sri Lanka (and, where you use another country profile, the requirements of that country) as we understand them at the time of release. These tools are not tax, legal or accounting advice. You are responsible for: registering for and charging the correct taxes; entering your correct tax identification numbers, tax rates, exemptions and invoice settings; checking the documents and reports the system produces; filing returns and paying tax on time; and keeping records for the period the law requires.

Tax rules, thresholds and invoice formats change. We will make reasonable efforts to update Nveloop POS when they do, but we cannot guarantee that an update will be available by any particular deadline. Figures shown as estimates, such as the SSCL estimate in the end-of-day report, are guides only.

Unless we confirm it to you in writing, Nveloop POS is not certified, approved or registered by the Inland Revenue Department or any other authority as a secured POS, fiscal device or e-invoicing system. If an authority introduces such a requirement, we will aim to support it once the technical specification is published, but you remain responsible for using a system that meets the requirements that apply to your business.

9.2 Payments taken at your counter

Nveloop POS records the payments you take — cash, card, LankaQR, bank transfer, cheque, mobile wallets, gift cards, customer credit and loyalty points — but it does not process them. Nveloop is not a bank, payment service provider, payment processor or money-transfer service, does not receive or hold your customers’ money, and is not a party to any payment between you and your End Customers. Card, QR and wallet payments are processed by your own bank, acquirer or payment provider under its own terms.

You are responsible for reconciling payments with your bank and provider statements, and for chargebacks, payment disputes, dishonoured cheques, fraud and refunds to your End Customers. Do not enter full card numbers, card security codes, PINs or online-banking passwords into any reference, note or customer field.

9.3 Cash, staff and end-of-day reports

Dashboards, shift reports, the end-of-day report and closed-day snapshots are produced from the data entered into the system. They help you control your business but they are not an audit, and they do not prevent theft, errors or misconduct by staff. Losses arising from cash handling, from the permissions or approval rules you configure, or from shared PINs, access cards or logins are your responsibility.

9.4 Gift cards, loyalty and customer credit

Gift cards, loyalty points, store credit and customer account balances are your obligations to your End Customers. You set and publish their terms, and you are responsible for honouring them and for any tax or accounting treatment they require.

9.5 Offline mode and devices

When a register is offline, sales are stored in the browser on that device until it reconnects and synchronises. Sales that have not synchronised can be lost if the device is lost, damaged or reset, or if its browser data is cleared. Reconnect offline registers as soon as you can, keep devices secure and up to date, and do not clear browser data on a register with unsynchronised sales.

9.6 Hardware and the print agent

Printers, scanners, scales, cash drawers, customer displays, card readers and other hardware are not supplied or warranted by Nveloop unless we sell them to you under separate written terms. Lists of compatible hardware are guidance, not a guarantee. The Nveloop print agent must be installed only on devices you control, and you are responsible for those devices and their security.

9.7 Industry-specific responsibilities

Pharmacies. You are responsible for complying with all laws that apply to the sale of medicines, including the National Medicines Regulatory Authority Act, No. 5 of 2015 and regulations made under it, pharmacy licensing, pharmacist supervision, prescription verification and record-keeping. Nveloop POS does not verify prescriptions, give clinical or medical advice, connect to the National Medicines Regulatory Authority or keep a controlled-drugs register. Expiry and batch controls depend on the data you enter.

Jewellers. Gold rates, purity, weights, making charges, stone details, certificates and old-gold valuations are entered by you. You are responsible for their accuracy, for any hallmarking, assay or valuation requirements, and for any licence your business requires.

Restaurants and cafés. You decide whether to charge a service charge and at what rate, and you are responsible for displaying it lawfully and for any legal obligation about how it is distributed to employees. Menu, allergen and food-safety information are your responsibility.

Supermarkets and weighed goods. Weighing scales and pre-packed goods must meet the weights-and-measures rules that apply to you; the software records the weight the scale reports.

Other countries. If you use a country profile other than Sri Lanka, you are responsible for checking that its settings meet that country’s requirements.

10. Nveloop GemHub marketplace terms

This section applies to every Buyer and Supplier on GemHub, in addition to the rest of these terms.

10.1 What GemHub is — and is not

GemHub is a technology platform that lets Suppliers display goods and lets Buyers find them and send orders. Every sale is a contract made directly between the Buyer and the Supplier. Nveloop is not the seller or the buyer, is not an agent, broker, auctioneer, escrow agent or guarantor for either of them, never takes possession of or title to any goods, and does not take or hold payment. There is no online payment on GemHub: each Supplier invoices the Buyer directly, and payment, shipping, insurance, customs and inspection are arranged between them.

10.2 Supplier responsibilities

Each Supplier is solely responsible for its listings, goods and dealings, and promises that:

it owns the goods or is authorised to sell them, and they are not stolen, counterfeit, illegally mined or illegally exported;
every listing is accurate and complete, including identity, weight, measurements, colour, clarity, cut, origin, price and availability, and discloses every known treatment or enhancement and whether a stone is natural, synthetic (laboratory-grown) or a simulant, in line with recognised trade disclosure standards;
laboratory reports, certificates, photographs, videos and documents it uploads are genuine, relate to the goods listed, and are its to use;
it will keep stock status up to date and remove goods that are sold or no longer available;
it complies with every law that applies to its trade, including export and import licensing, customs, tax, the Kimberley Process and diamond warranty requirements, sanctions and import bans, anti-money-laundering and know-your-customer rules, and rules on protected species and materials; and
the company, licence, tax and identity documents it gives us are genuine and current, and it will tell us promptly when they change or expire.

10.3 Buyer responsibilities

Buyers use GemHub as trade buyers for business purposes. Each Buyer is responsible for giving accurate details, carrying out its own due diligence on goods and Suppliers, inspecting goods within the Supplier’s inspection window, and complying with the import, customs, tax and other laws of its own country.

10.4 Our checks are limited

We may review Supplier documents, check laboratory report numbers with the issuing laboratory and moderate listings. A “verified” badge or similar label means only that we reviewed the documents or information provided to us at the time; it is not a guarantee of a Supplier’s identity, solvency, conduct or goods. We do not inspect, grade, value or certify goods, and we are not responsible for the accuracy of listings or laboratory reports.

10.5 Prices, currencies and orders

Prices are set by Suppliers, normally in US dollars. Prices shown in other currencies are conversions for convenience only and may not reflect current exchange rates; the Supplier’s invoice is what counts. Submitting an order is an offer to buy from the Supplier concerned. It becomes binding only when that Supplier confirms it, and a Supplier may decline an order. Minimum orders, payment terms, shipping terms (Incoterms), inspection and return windows are each Supplier’s own terms.

10.6 Disputes between Buyers and Suppliers

Any dispute about goods, payment, delivery, returns or anything else arising from a transaction is between the Buyer and the Supplier. We may, but are not obliged to, help them communicate, and we may suspend accounts or remove listings while a complaint is looked into. To the extent the law allows, Buyers and Suppliers release Nveloop from claims arising out of transactions between them.

10.7 Visibility, content and promotion

Suppliers choose who can see each listing and price. Suppliers are responsible for the invitation links they share and for the Buyers they connect with. Each Supplier grants Nveloop a worldwide, non-exclusive, royalty-free licence to host, store, reproduce, resize, display and distribute its listings, photographs, videos, documents and brand to operate GemHub and to promote GemHub and the Supplier’s storefront, for as long as the content is listed and for a reasonable period afterwards to remove it from promotional material.

10.8 Messages and notifications

GemHub sends sign-in codes, order updates and other service messages by WhatsApp and email. Buyers and Suppliers agree to receive these messages. You can opt out of business-initiated WhatsApp messages by replying STOP, but some service messages are needed to use GemHub.

10.9 Removal and suspension

We may refuse, edit for formatting, hide or remove any listing, and suspend or close any GemHub account, where we reasonably believe this is needed to protect Buyers, Suppliers, Nveloop or the integrity of the marketplace, or to comply with the law. Supplier fees, if any, are as agreed with us in writing; GemHub is free for Buyers unless we tell you otherwise before you are charged.

11. Gem software, lab system, ERP and websites

Gem Merchant System and Gem ERP. Inventory values, costings, memo balances, commissions and reports depend on the data you enter. You must check figures before relying on them for tax, valuation, insurance, lending or trading decisions. Gem ERP is supplied under the licence and scope set out in your quotation; where it is installed on your own server, you are responsible for that server, its security and its backups.

Gem Lab Management System. The laboratory using the system is solely responsible for its gemmological opinions, test results, reports and certificates, and for the information shown when a certificate is verified online. Nveloop does not test, grade or certify any stone.

Websites and e-commerce stores. You are responsible for your store’s content, product descriptions, prices, sales terms, returns and privacy notices, and for complying with consumer, distance-selling, payment and data protection law in the countries you sell to. Payment gateways are provided by third parties under their own terms. Domain names are registered as set out in your plan.

12. Third-party services

The Services can connect to third-party services such as WhatsApp (Meta), Google and Apple sign-in, email delivery providers, payment gateways, banks, hosting providers, couriers and laboratories. Your use of those services is governed by their own terms and privacy policies. We are not responsible for them, and if a third party changes or withdraws its service we may have to change or remove the related feature.

13. Availability, support and changes

We aim to keep hosted Services available at all times, but we do not guarantee uninterrupted or error-free operation. We may carry out planned maintenance, normally announced in advance, and urgent maintenance without notice when needed for security or stability. Support is provided by email, telephone and WhatsApp during our business hours, and training as described in your plan.

We improve our products continually and may add, change or remove features. We will not materially reduce the core functionality of a paid subscription during a period you have already paid for without giving you notice.

14. Confidentiality

Each of us will keep the other’s non-public business information confidential and use it only for the purpose of this agreement, except where disclosure is required by law or the information is already public through no fault of the recipient. This obligation continues for three years after the agreement ends, and indefinitely for personal information and trade secrets.

15. Intellectual property

All rights in the Nveloop software, website, designs, documentation, templates and branding remain ours or our licensors’. A subscription gives you a non-exclusive, non-transferable right for your Users to use the software for your own business during the subscription. A Gem ERP licence gives the rights set out in that licence and no others. If you send us suggestions or feedback, we may use them freely without obligation to you.

16. Warranties and disclaimers

We will provide the Services with reasonable skill and care. Except as expressly stated in these terms, and to the fullest extent the law allows, the Services are provided “as is” and “as available”, and we exclude all other warranties and conditions, whether express or implied, including fitness for a particular purpose. Calculations, tax amounts, reports, valuations, gold rates, analytics and listing information must be checked by you before you rely on them. Nothing on our website or in the Services is tax, legal, accounting, medical, gemmological or investment advice.

17. Limitation of liability

Nothing in these terms limits or excludes liability for death or personal injury caused by negligence, for fraud, or for any other liability that cannot lawfully be limited or excluded.

Subject to that, and to the fullest extent the law allows, Nveloop is not liable for: indirect, special or consequential loss; loss of profit, revenue, business, goodwill or anticipated savings; loss or corruption of data where you could have prevented it by keeping your own exports; tax, interest, penalties or fines arising from your tax filings, your settings or your failure to check outputs; regulatory fines or sanctions arising from your use of the Services; or any loss arising from goods, payments or transactions between Buyers and Suppliers on GemHub, or between you and your End Customers.

Our total liability arising out of or in connection with the Services in any twelve-month period is limited to the fees you paid us for the product giving rise to the claim in the twelve months before the event giving rise to it. Where you have paid us nothing, such as a Buyer using GemHub free of charge or a visitor to our website, our total liability is limited to US$100.

18. Indemnity

You will compensate Nveloop, and its directors, staff and contractors, for losses, liabilities, costs and reasonable legal fees resulting from any claim by a third party or authority arising from: your Customer Data or listings; your dealings with your End Customers, Buyers or Suppliers; your breach of law, including tax, customs, sanctions, pharmacy and data protection law; or your breach of these terms. We will tell you promptly about any such claim and let you take part in its defence.

19. Suspension and termination

You may cancel a subscription with effect from the end of the current billing period. We may suspend or terminate your access, wholly or in part: for non-payment after notice under section 5; immediately if you materially breach these terms, including sections 8, 9.2 or 10, and the breach cannot be remedied or is not remedied within 14 days of notice; or where required by law or by a court or authority.

When the Services end, you may request an export of your Customer Data within 30 days. After that period we delete Customer Data from our live systems, and it is removed from backups as they are routinely overwritten, unless the law requires us to keep it. Sections that by their nature should continue, including sections 6, 7, 14 to 18 and 23, survive the end of the agreement.

20. Events beyond our control

Neither of us is responsible for delay or failure caused by events beyond our reasonable control, such as natural disasters, epidemics, war, civil unrest, government action, power or telecommunications failures, failures of hosting or messaging providers, or cyber-attacks that could not reasonably have been prevented. This does not excuse payment of fees for Services already provided.

21. Changes to these terms

We may update these terms from time to time. The date at the top shows the latest version. We will give existing customers at least 30 days’ notice of changes that materially affect them, by email or in the product. If you do not agree with a change, you may cancel before it takes effect; continuing to use the Services after that date means you accept the updated terms.

22. General

You may not transfer your rights under these terms without our written consent; we may transfer ours to a successor business, telling you if we do. These terms, with any signed quotation or agreement and our Privacy Policy, are the entire agreement between us about the Services. If any part is found unenforceable, the rest remains in force and the affected part is applied to the greatest extent the law allows. A failure or delay in enforcing a right is not a waiver of it. Notices may be sent by email to the address on your account or, for us, to info@nveloop.com. These terms may be accepted electronically, and electronic records of acceptance and use are valid evidence between us. If these terms are translated, the English version prevails.

23. Governing law and disputes

These terms, and any dispute about them or the Services, are governed by the law of Sri Lanka. Before starting any legal proceedings, each of us will try in good faith to resolve the dispute by discussion between senior representatives for at least 30 days. If it is not resolved, the courts of Sri Lanka have exclusive jurisdiction, except that either of us may seek urgent injunctive relief in any court, and except where mandatory law in your country gives you a right to bring proceedings there.

Contact

Questions about these terms can be sent to info@nveloop.com, or by post to Nveloop, 467/1 L1, Galle Road, Kalutara South 12000, Sri Lanka. See also our Privacy Policy.