Terms of Service

1. Definitions and Interpretation

1.1 Definitions

In these Terms, unless the context requires otherwise:

• “Affiliate” means, in relation to a Party, any entity that controls, is controlled by, or is under common control with that Party, where “control” means ownership of more than fifty percent (50%) of the voting interests or the power to direct its management.
• “Applicable Law” means all laws, rules, regulations, notifications and orders of any governmental or regulatory authority in India applicable to a Party or to the Service, including the Digital Personal Data Protection Act, 2023 (the “DPDP Act”) and the Information Technology Act, 2000.
• “Assessment” means a single completed evaluation generated by the Service in respect of a Participant, charged in accordance with the applicable Assessment Model and variant.
• “Assessment Model” means the classification of an Assessment as Delivery, Behavioral or Blended, as determined by the Service in accordance with the programme composition rules made available by the Company.
• “Authorized Users” means the Customer’s personnel (including its administrators and Practitioners) whom the Customer authorises to access the Service under its account, within the login entitlements set out in the Order Form.
• “Confidential Information” means non-public information disclosed by one Party (the “Disclosing Party”) to the other (the “Receiving Party”) that is designated as, or would reasonably be understood to be, confidential, including the Service, the Platform IP, the Outputs, pricing, credit rates and the terms of any Order Form.
• “Credits” means the unit of consumption used by the Service to meter Assessments and related features, drawn from the pooled monetary balance of a Pack as described in Clause 4.
• “Customer Data” means all data, content and materials (including video, audio, text, Participant information and any Personal Data) submitted to or generated through the Service by or on behalf of the Customer or its Authorized Users, excluding the Outputs and the Platform IP.
• “Derived Materials” means all models, model weights, parameters, algorithms, software, configurations, analytics, insights, improvements and other results created, generated, derived or trained by or for the Company through the operation of the Service or from Customer Data or Feedback, excluding Customer Data in its raw form.
• “Feedback” means any suggestions, comments or other feedback the Customer or its Authorized Users provide regarding the Service.
• “Intellectual Property Rights” means all intellectual property rights worldwide, whether registered or unregistered, including patents, copyrights, trademarks, trade secrets, know-how, database rights and design rights, and all applications for the same.
• “Learning Plan” means the optional post-assessment recommendation and development feature, where enabled for the Customer and opted into at the time of Assessment submission, charged at the applicable surcharge.
• “Order Form” means a work order, order form, statement of work or other ordering document (including a click-through or electronically executed ordering document) entered into between the Parties that references and incorporates these Terms and sets out the commercial particulars of the Customer’s subscription.
• “Outputs” means the reports, scores, flags, ratings, analyses and other results generated by the Service from the Customer Data.
• “Pack” means a credit pack of a specified tier (such as Starter, Growth, Scale or Enterprise) purchased by the Customer, denominated in Indian Rupees and carrying a validity period, as set out in the Order Form.
• “Participant” means an individual whose video, audio or other data is submitted to or assessed by the Service.
• “Personal Data” has the meaning given under the DPDP Act.
• “Platform IP” means the Service, the ConvoRizz assessment platform software, the Company’s assessment catalogue, competency and indicator frameworks, the Derived Materials and all Intellectual Property Rights in any of them.
• “Practitioner” means an Authorized User permitted to operate the assessment functions of the Service under the Customer’s login entitlements.
• “Self-Serve Assessment” means an Assessment conducted through a real-time voice session on the Service followed by automated analysis, as opposed to an Assessment based on uploaded media.
• “Trial Period” means any no-charge or reduced-charge evaluation period specified as such in an Order Form.

1.2 Interpretation

Headings are for convenience only; “including” means “including without limitation”; references to a Clause are to a clause of these Terms; and the singular includes the plural and vice versa.

2. Acceptance, Order Forms and Structure of the Agreement

2.1 Acceptance

These Terms become binding on the Customer when the Customer (a) clicks to accept or otherwise indicates acceptance electronically, (b) executes or accepts an Order Form that references these Terms, or (c) accesses or uses the Service, whichever occurs first. The individual accepting these Terms represents that they are authorised to bind the Customer.

2.2 Order Forms

The commercial particulars of the Customer’s subscription, including the selected Pack(s), fees, Credits, validity, enabled variants and any Trial Period, are set out in one or more Order Forms. Each Order Form is governed by and incorporates these Terms.

2.3 Order of Precedence

In the event of conflict, the following order of precedence applies: (a) the body of the applicable Order Form; (b) these Terms; and (c) any other document referenced. An Order Form may vary these Terms only where it expressly states the specific provision it varies and only as between the Parties to that Order Form.

2.4 Updates to these Terms

The Company may update these Terms from time to time by posting the revised Terms and updating the effective date. Updated Terms apply to renewals and new Order Forms from the date posted, and to continued use of the Service following reasonable notice; the version incorporated into a signed Order Form governs that Order Form for its term unless the Parties agree otherwise.

3. The Service, Accounts and Authorized Users

3.1 Provision of the Service

Subject to these Terms and payment of the applicable fees, the Company grants the Customer a non-exclusive, non-transferable, non-sublicensable, revocable right to access and use the Service during the subscription term solely for the Customer’s internal business purposes and only through its Authorized Users.

3.2 Variants

The Service may be provided through upload-based Assessments, Self-Serve Assessments and, where enabled, the Learning Plan feature, in each case only to the extent the relevant variant is enabled for the Customer in the Order Form.

3.3 Accounts and Logins

The Customer is responsible for configuring its account, managing its Authorized Users within the login entitlements stated in the Order Form (including any limit on Practitioner logins), and keeping all credentials secure. The Customer is responsible for all activity under its account and for the acts and omissions of its Authorized Users as if they were its own.

3.4 Competency Configuration

The Service makes available a catalogue of competencies and indicators with default settings. The Customer may select catalogue competencies, modify indicators within the limits made available by the Service, or request creation of custom competencies. The classification of any competency or Assessment as Delivery, Behavioral or Blended (and the resulting Credit consumption) is determined by the Company in accordance with its programme composition rules. All such configurations, and all Intellectual Property Rights in the catalogue and frameworks, remain part of the Platform IP.

3.5 Changes to the Service

The Company may modify, enhance or discontinue features of the Service from time to time, provided it does not materially degrade the core functionality of a Pack already purchased during its validity.

3.6 Verification of Use

The Company may monitor use of the Service for operational, security and billing purposes, and may, on reasonable notice and no more than once in any twelve (12) month period (or more frequently where the Company reasonably suspects a breach), require the Customer to provide reasonable information to verify that its use of the Service, including the number of Authorized Users and Practitioner logins, is within the entitlements stated in the Order Form and otherwise complies with these Terms. Any use in excess of the Customer’s entitlements shall be invoiced at the Company’s then-current rates.

4. Packs, Credits and Consumption

4.1 Credit-Pack Model

The Service operates on a credit-pack model. The Customer purchases Packs denominated in Indian Rupees as set out in the Order Form. Each completed Assessment, and each enabled add-on, consumes Credits from a single pooled monetary balance across the Customer’s active Packs, drawn in order of earliest expiry first.

4.2 Rates and Consumption

Credit consumption for each Assessment is determined by the applicable Assessment Model and variant and by the programme composition, including any overage for competencies, indicators or report formats beyond the included baseline, and any Learning Plan surcharge, all as set out in the Order Form and the Company’s then-current consumption rules. The per-Assessment rates and Credit capacities applicable to a Pack are those in effect at the time of purchase of that Pack and are frozen for Assessments charged to that Pack.

4.3 Validity and Expiry

Each Pack is valid only for the period stated in the Order Form. Credits not consumed within the validity period lapse and are forfeited. The Customer acknowledges that a Pack operates as a minimum commitment and that unused Credits carry no refund, cash value or carry-forward except as expressly stated in the Order Form.

4.4 Failed Assessments

Assessments that fail to be complete do not deduct Credits, though the Company may record internal cost for audit purposes.

4.5 Differential Pricing

The Customer acknowledges that the Company prices Packs and Credits on a per-customer basis and is under no obligation to disclose its underlying rates, and that rates offered to other customers are not a benchmark for the Customer.

5. Fees, Billing, Taxes and Payment

5.1 Fees

The Customer shall pay the fees for each Pack as set out in the Order Form. Unless the Order Form states otherwise, Packs activate on purchase on a post-paid basis and the fee for a Pack is payable on the earlier of its expiry date and the date stated in the Order Form.

5.2 Taxes

All fees are exclusive of taxes. The Customer is responsible for all applicable taxes, duties and levies (including GST), other than taxes on the Company’s net income. Where the Customer is required to withhold tax, it shall provide a valid withholding certificate.

5.3 Overdue Amounts

Amounts not paid when due shall carry interest at one and one-half percent (1.5%) per month or the maximum permitted by Applicable Law, whichever is lower, from the due date until paid. The Customer shall reimburse reasonable costs of collection.

5.4 Suspension for Non-Payment and Credit Threshold

Without prejudice to its other rights, the Company may decline to activate a new Pack, and may suspend the Service, where the Customer has undisputed overdue invoices, including where aggregate unpaid or overdue amounts exceed the threshold stated in the Order Form (or, absent a stated threshold, INR 5,00,000). The Company may also suspend the Service, in whole or in part, where any undisputed amount remains unpaid for more than ten (10) days after its due date, and shall restore the Service promptly upon payment of all overdue amounts.

5.5 No Set-Off; Non-Cancellable

Fees are non-cancellable and payments are non-refundable except as expressly stated in these Terms. The Customer shall pay all amounts without set-off, deduction or counterclaim.

6. Customer Obligations and Acceptable Use

6.1 Restrictions

The Customer shall not, and shall not permit any Authorized User or third party to:

1. use the Service other than for the Customer’s internal business purposes in accordance with these Terms;
2. sell, resell, rent, sublicense, distribute or make the Service or the Outputs available to, or use them for the benefit of, any third party other than the Participants and intended internal recipients;
3. copy, modify or create derivative works of the Service or its documentation;
4. reverse engineer, decompile or disassemble, or otherwise attempt to derive the source code, models or model weights of, the Service, except to the extent this restriction is prohibited by Applicable Law;
5. access or use the Service to build or benchmark a competing product or service, or for any competitive analysis;
6. remove or obscure any proprietary notices, or introduce any malicious code into, or attempt unauthorised access to, the Service;
7. use the Service in violation of Applicable Law or any third-party right; or
8. use, export or re-export the Service or any Output in violation of any applicable export control, trade or economic sanctions laws, or make it available to any person subject to such sanctions.

6.2 Suspension for Misuse

The Company may suspend any Authorized User or the Customer’s access where it reasonably believes there is a breach of this Clause 6, a security risk, or unlawful use, and shall restore access once the cause is resolved.

7. Participant Consent and Data Inputs

7.1 Consent

The Customer represents, warrants and undertakes that it has obtained and shall maintain all notices, consents and authorizations required under Applicable Law from each Participant (and any other relevant individual) for the collection, upload, processing and analysis of their Personal Data by the Service, including for any Learning Plan personalization, and for the Company’s creation of Derived Materials and anonymized data as permitted by these Terms.

7.2 Responsibility for Inputs

The Customer is solely responsible for the Customer Data and for ensuring it has all rights necessary to submit it to the Service and to permit the Company to process it under these Terms. The Customer shall not submit any special category or sensitive data except as the Service is designed to process and as lawfully permitted.

7.3 Children’s Data

The Customer shall not submit, and shall not permit any Authorized User to submit, to the Service the Personal Data of any individual under the age of eighteen (18) years, unless expressly agreed in the Order Form and supported by verifiable consent of a parent or lawful guardian obtained by the Customer in accordance with the DPDP Act. The Customer acknowledges that the DPDP Act restricts the tracking and behavioral monitoring of, and targeted advertising directed at, children, and the Customer is solely responsible for ensuring its use of the Service complies with those restrictions.

8. Intellectual Property

8.1 Company Ownership

As between the Parties, the Company owns and retains all right, title and interest in and to the Platform IP, including the Service, the assessment catalogue and frameworks, the Outputs (as generated artefacts of the Service), the Derived Materials, and all improvements and modifications, whether or not developed in connection with these Terms. No rights are granted to the Customer except as expressly set out in these Terms, and all rights not expressly granted are reserved.

8.2 Customer Data

As between the Parties, the Customer retains all right, title and interest in the Customer Data. The Customer grants the Company a non-exclusive, worldwide, royalty-free licence to host, process and use the Customer Data to provide and support the Service, to generate the Outputs, and to create and use (i) Derived Materials and (ii) anonymised and aggregated data that does not identify the Customer or any Participant, in each case including to develop and improve the Company’s products and services.

8.3 Outputs Licence

Subject to payment and to the Company’s ownership of the Platform IP, the Company grants the Customer a non-exclusive, non-transferable, worldwide licence to use the Outputs for the Customer’s internal business purposes.

8.4 Feedback

The Customer grants the Company a perpetual, irrevocable, worldwide, royalty-free, fully paid-up licence to use and exploit any Feedback for any purpose, without obligation or attribution.

8.5 No Source Code

Nothing in these Terms grants the Customer any right to access, receive, escrow or obtain the source code, models or model weights of the Service.

9. Data Protection and Privacy

9.1 Compliance and Roles

Each Party shall comply with Applicable Law relating to data protection. To the extent the Customer Data contains Personal Data, the Customer determines the purpose and means of its processing and is the data fiduciary, and the Company processes such Personal Data as a data processor on the Customer’s documented instructions, solely to provide the Service and as permitted by Clause 8.2 and the Company’s Privacy Policy.

9.2 Security

The Company shall implement and maintain reasonable technical and organizational measures designed to protect Customer Data against unauthorized access, use or disclosure.

9.3 Sub-processors and Transfers

The Customer authorizes the Company to engage sub-processors (including hosting, model and infrastructure providers) to process Customer Data to provide the Service, subject to obligations consistent with this Clause 9, and to process Customer Data in any location permitted by Applicable Law.

9.4 Privacy Policy

The Company’s Privacy Policy, as made available on its website, forms part of these Terms and describes how Personal Data is processed.

9.5 Retention and Deletion

On expiry or termination of the relevant subscription, the Company shall, within a reasonable period, delete or anonymize Customer Data in its possession, save for retention required by Applicable Law or for ordinary backup or audit purposes, and save for Derived Materials and anonymized and aggregated data, which the Company may retain and use.

9.6 Breach Notification

Where the Company becomes aware of a personal data breach affecting Customer Data processed by the Company as a data processor, the Company shall notify the Customer without undue delay and shall provide the Customer with such information reasonably available to the Company as the Customer requires to meet its obligations under the DPDP Act. The Company shall provide reasonable assistance to the Customer in connection with the breach, at the Customer’s cost. Any notification or assistance under this Clause is not, and shall not be construed as, an acknowledgement or admission by the Company of any fault or liability.

10. Confidentiality

10.1 Obligations

The Receiving Party shall hold the Disclosing Party’s Confidential Information in confidence, use it only to perform its obligations or exercise its rights under these Terms, and disclose it only to its personnel, Affiliates and advisors who need to know it and are bound by equivalent obligations. The Receiving Party is responsible for any breach by those persons.

10.2 Exceptions

These obligations do not apply to information that is or becomes public through no fault of the Receiving Party, was lawfully known to it without restriction before disclosure, is lawfully received from a third party without restriction, or is independently developed without use of the Disclosing Party’s Confidential Information. The Receiving Party may disclose Confidential Information to the extent required by Applicable Law, giving reasonable prior notice where lawful.

11. Warranties and Disclaimer

11.1 Mutual

Each Party warrants that it has the authority to enter into and perform these Terms.

11.2 Limited Service Warranty

The Company warrants that it will provide the Service with reasonable skill and care. The Customer’s sole and exclusive remedy, and the Company’s entire liability, for breach of this warranty is for the Company to use reasonable efforts to correct the non-conformity.

11.3 AI Outputs

The Customer acknowledges that the Outputs are generated by automated and artificial intelligence systems, are probabilistic, may contain errors or inaccuracies, are intended to assist and not replace human judgement, and require human review. The Company does not warrant the accuracy, completeness or reliability of any Output, and the Customer shall not rely on any Output as the sole basis for any employment, personnel or other significant decision.

11.4 Disclaimer

Except as expressly stated in these Terms, and to the maximum extent permitted by Applicable Law, the Service, the Outputs and all related materials are provided “as is” and “as available”, and the Company disclaims all other warranties, whether express, implied or statutory, including merchantability, fitness for a particular purpose, accuracy and non-infringement, and any warranty that the Service will be uninterrupted or error-free.

11.5 Service Levels

Where an Order Form specifies service levels and corresponding service credits, those service credits are the Customer’s sole and exclusive remedy, and the Company’s entire liability, for the Company’s failure to meet the corresponding service level. Service credits do not entitle the Customer to any refund and are applied only against future fees.

12. Indemnification

12.1 Company IP Indemnity

The Company shall defend the Customer against any third-party claim alleging that the Customer’s use of the Service in accordance with these Terms infringes that third party’s Intellectual Property Rights, and shall indemnify the Customer for amounts finally awarded against it (or agreed in settlement by the Company) in respect of such claim, subject to the cap in Clause 13.1.

12.2 Exclusions and Sole Remedy

The Company has no obligation under Clause 12.1 to the extent a claim arises from (a) the Customer Data; (b) use of the Service in breach of these Terms or combined with items not provided by the Company; or (c) modifications not made by the Company. If the Service is or may become subject to an infringement claim, the Company may, at its option, procure a right to continue use, modify or replace the affected part, or terminate the affected subscription and refund any pre-paid, unused fees for that part. This Clause 12.1 states the Company’s entire liability, and the Customer’s sole remedy, for any infringement claim.

12.3 Customer Indemnity

The Customer shall defend, indemnify and hold harmless the Company and its Affiliates, and their respective directors, officers, employees and agents, from and against all losses, damages, liabilities, costs and expenses (including reasonable legal fees) arising out of (a) the Customer Data, including any claim that it or its processing infringes or violates any Intellectual Property Right, privacy right or other right of any third party, or any failure to obtain Participant consents required under Clause 7; (b) the Customer’s breach of Clause 6; or (c) the Customer’s use of the Service or any Output in violation of Applicable Law.

12.4 Procedure

The party seeking indemnification shall promptly notify the indemnifying party, allow it to control the defence and settlement (provided any settlement imposing a non-monetary obligation on, or admission of fault by, the indemnified party requires its prior written consent, not to be unreasonably withheld), and provide reasonable cooperation at the indemnifying party’s expense.

13. Limitation of Liability

13.1 Aggregate Cap

To the maximum extent permitted by Applicable Law, each Party’s total aggregate liability arising out of or in connection with these Terms and all Order Forms, whether in contract, tort (including negligence) or otherwise, shall not exceed the total fees paid by the Customer to the Company under the applicable Order Form in the twelve (12) months immediately preceding the event giving rise to the liability.

13.2 Exclusion of Indirect Damages

To the maximum extent permitted by Applicable Law, neither Party shall be liable for any indirect, incidental, special, consequential, punitive or exemplary damages, or for any loss of profits, revenue, data, business or goodwill, whether or not advised of the possibility.

13.3 Exceptions

The limitations in Clauses 13.1 and 13.2 do not apply to: (a) the Customer’s payment obligations; (b) the Customer’s breach of Clause 6 (Acceptable Use) or Clause 8 (Intellectual Property); (c) either Party’s breach of Clause 10 (Confidentiality), provided that liability for a confidentiality breach not involving a Party’s wilful misconduct or infringement of the other’s Intellectual Property Rights shall remain subject to Clause 13.1; (d) the Customer’s indemnity under Clause 12.3; (e) a Party’s fraud or wilful misconduct; or (f) any liability that cannot be excluded or limited under Applicable Law.

14. Term, Suspension and Termination

14.1 Term

These Terms apply from acceptance and continue while any Order Form is in effect or the Customer uses the Service. Each subscription continues for the term and validity set out in the Order Form.

14.2 Termination for Cause

Either Party may terminate these Terms or an affected Order Form on written notice if the other commits a material breach that is not cured within thirty (30) days of notice, or becomes insolvent or subject to winding-up.

14.3 No Termination for Convenience; Effect on Fees

Except as expressly set out in an Order Form, the Customer may not terminate a Pack or subscription for convenience, and termination (however arising) does not relieve the Customer of the obligation to pay fees accrued or committed for the then-current term.

14.4 Effect of Termination

On expiry or termination: (a) the Customer’s right to access the Service ceases (subject to any login-validity period stated in the Order Form); (b) accrued and committed fees become payable; (c) each Party shall, at the Disclosing Party’s option, return or destroy the other’s Confidential Information; and (d) Customer Data is handled in accordance with Clause 9.5.

14.5 Survival

Clauses 1, 4.3, 5, 6, 8, 9.5, 10, 11.3, 11.4, 12, 13, 14.3, 14.4, 14.5, 15 and 16 survive termination.

15. Trial Periods

15.1 Trial Terms

Where an Order Form provides a Trial Period, the Service is made available during the Trial Period on the basis stated in the Order Form, and (unless the Order Form states otherwise) on an “as is” basis without the warranty in Clause 11.2 and without any service commitment. Unless terminated in accordance with the Order Form, a subscription with a Trial Period continues automatically into the paid term and Pack stated in the Order Form, and the corresponding fees become payable, without the need for a further agreement.

16. General

16.1 Governing Law

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

16.2 Dispute Resolution

Any dispute arising out of or relating to these Terms (a “Dispute”) shall first be attempted to be resolved by good-faith negotiation within thirty (30) days of written notice. Failing resolution, the Dispute shall be finally resolved by arbitration under the Arbitration and Conciliation Act, 1996, by a sole arbitrator appointed by mutual agreement, with the seat and venue at Bengaluru, India, conducted in English. Subject to the arbitration, the courts at Bengaluru, India have exclusive jurisdiction.

16.3 Notices

Notices must be in writing and sent to the contact or registered address stated in the Order Form (or to the Company at its registered office), and may be given by email to the address designated by a Party for the purpose.

16.4 Assignment and Fee Protection

The Customer may not assign or transfer these Terms or any Order Form without the Company’s prior written consent. The Company may assign to an Affiliate or in connection with a merger, acquisition or sale of all or substantially all of its assets. Where any permitted assignment, change of control or expansion of the Customer’s group results in increased use of the Service, the Company may adjust fees and Credits proportionately.

16.5 No Affiliate Liability

Each Party’s obligations are those of the contracting Party only; no Affiliate of a Party is liable under, or a guarantor of, these Terms.

16.6 Force Majeure

Neither Party is liable for any delay or failure (other than a payment obligation) caused by events beyond its reasonable control.

16.7 Independent Contractors

The Parties are independent contractors; nothing in these Terms creates any partnership, joint venture, agency or employment relationship.

16.8 Entire Agreement

These Terms, together with the Privacy Policy and each Order Form, constitute the entire agreement between the Parties regarding the Service and supersede all prior understandings. The Customer’s purchase is not contingent on any future functionality or oral statement.

16.9 Waiver and Severability

No failure or delay in exercising a right is a waiver of it. If any provision is held invalid, it shall be modified to the minimum extent necessary to be enforceable and the remainder continues in effect.

16.10 Electronic Acceptance and Counterparts

These Terms and any Order Form may be accepted or executed electronically (including by click-through or electronic signature), and each is binding and admissible accordingly.

16.11 Publicity

The Company may identify the Customer as a customer of the Company and use the Customer’s name and logo in its customer lists and marketing materials, in accordance with the Customer’s trademark usage guidelines, where provided to the Company. The Customer may withdraw this permission on written notice, effective on a prospective basis.