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Terms & Conditions

Last updated: 2026-08-02

THIS TERMS AND CONDITIONS (“TERMS” or “TERMS & CONDITIONS” or “T&C”) CONSTITUTES AN ELECTRONIC RECORD IN TERMS OF THE INFORMATION TECHNOLOGY ACT, 2000 AND RULES MADE THEREUNDER. THIS ELECTRONIC RECORD IS GENERATED BY A COMPUTER SYSTEM AND DOES NOT REQUIRE ANY PHYSICAL OR DIGITAL SIGNATURES.

THIS DOCUMENT IS PUBLISHED IN ACCORDANCE WITH THE PROVISIONS OF INFORMATION TECHNOLOGY ACT, 2000 AND RULES MADE THEREUNDER THAT REQUIRES PUBLISHING THE RULES AND REGULATIONS, PRIVACY POLICY AND TERMS OF USE FOR ACCESS OR USAGE OF THIS PLATFORM.

BY COMPLETING REGISTRATION, CLICKING “ACCEPT” OR “I AGREE”, OR BY OTHERWISE ACCESSING OR USING THE PLATFORM IN ANY MANNER, THE CLIENT UNCONDITIONALLY ACCEPTS AND AGREES TO BE BOUND BY THESE TERMS. IF THE CLIENT DOES NOT AGREE TO THESE TERMS, THE CLIENT MUST IMMEDIATELY CEASE ALL ACCESS TO AND USE OF THE PLATFORM AND CONTACT THE COMPANY TO CLOSE THE ACCOUNT. THESE TERMS CONSTITUTE THE SUBSCRIPTION AGREEMENT BETWEEN THE COMPANY AND THE CLIENT FOR THE APPLICABLE SUBSCRIPTION PLAN.

We are happy to have you here at TractusIQ™!

TractusIQ™ is an intelligent contract correspondence management platform developed, owned, and operated by i2R Consulting Private Limited, a company incorporated under the Companies Act, 2013, bearing CIN U74999TS2015PTC200943, and having its registered office at #8-2-601/1/B, Mega City #452, Road No 10, Banjara Hills, Hyderabad – 500034, Telangana, India (hereinafter referred to as the “Company”, “We”, “Us”, or “Our”).

The Company provides TractusIQ™, a software-as-a-service (SaaS) application, together with all web-based interfaces, artificial intelligence modules, correspondence pickup and ingestion tools, issue-classification engines, category and clause-mapping tools, automated drafting features, claims and defense builder functionality, self-updating issue repositories, dedicated cloud workspaces, and all related documentation, support materials, and updates thereto made available by the Company from time to time (collectively, the “Platform” or “Services”), to its users/clients (each, a “Client”, “You”, or “User”).

You agree and understand that the Platform and its content are owned by the Company. The Company reserves the right to amend, revise, or supplement these Terms at any time. Any changes to this Terms will become effective upon posting of the revised Terms on the Platform. It is recommended that You regularly check these Terms to apprise Yourself of any updates. Your continued use of Platform, the Services, or provision of data or information thereafter will imply Your unconditional acceptance of such updates to this Terms.

In order to use the Platform, it shall be Your responsibility to comply with these Terms & Conditions and, Privacy Policy/ Data Security and any other agreement(s) that You may enter into with the Company. In the event of any inconsistency between the Terms & Conditions and other policy or agreements, the Terms & Conditions shall prevail to the extent of such inconsistency. A breach or violation of any of the Terms will result in an immediate termination of Your access to and use of the Platform.

The Company reserves the right to add or remove products and Services from its overall offerings without prior notification.

The Platform operates entirely online. All registration, document upload, processing, correspondence management, and output generation are performed electronically through the Platform, and no physical or hard-copy documentation is required at any stage.

Please read the Terms carefully.

Disclaimer

THE TRACTUSIQ™ PLATFORM IS AN ARTIFICIAL INTELLIGENCE-ASSISTED CONTRACT MANAGEMENT ADMINISTRATION TOOL. IT DOES NOT PROVIDE ANY FORM OF PROFESSIONAL ADVISORY RELATIONSHIP BETWEEN THE COMPANY AND THE CLIENT BY VIRTUE OF THE CLIENTS ACCESS TO OR USE OF THE PLATFORM, ANY AI-GENERATED OUTPUT, OR ANY COMMUNICATION MADE BY OR ON BEHALF OF THE COMPANY IN CONNECTION WITH THE SERVICES.

THE CLIENT EXPRESSLY ACKNOWLEDGES THAT ANY OUTPUT GENERATED BY THE PLATFORM AND/OR BASED ON THE GIVEN PROMPT, INCLUDING WITHOUT LIMITATION DRAFT CORRESPONDENCE, CLAUSE MAPPINGS, ISSUE CLASSIFICATIONS, SUMMARIES, STATEMENT OF CLAIM, STATEMENT OF DEFENCE, STATEMENT OF REJOINDER, WRITTEN ARGUMENTS ETC OR ANY OTHER AI-GENERATED CONTENT. THIS IS THE PRODUCT OF AUTOMATED MACHINE PROCESSING AND DOES NOT REPRESENT THE OPINION, ADVICE, OR ASSESMENT OF ANY QUALIFIED ENGINEER, ARBITRATOR, LEGAL PRACTITIONER OR OTHER PROFESSIONAL ADVISOR. SUCH OUTPUTS ARE PROVIDED SOLELY AS A DRAFTING AID TO MINIMISE THE EFFORTS AND SUPPORT THE CLIENT’S OWN PROFESSIONAL DECISION-MAKING AND MUST, WITHOUT EXCEPTION, BE INDEPENDENTLY REVIEWED, VERIFIED, AND APPROVED BY THE CLIENT’S OWN QUALIFIED CONTRACTUAL/TECHNICAL ENGINEERS/ ADVISORS AND/OR LEGAL COUNSEL BEFORE BEING ACTED UPON, SUBMITTED TO ANY COUNTERPARTY, OR USED IN ANY FORMAL OR INFORMAL CLAIM, DISPUTE, NEGOTIATION, ADJUDICATION, ARBITRATION, OR LITIGATION PROCEEDING.

THE COMPANY EXPRESSLY DISCLAIMS, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ALL RESPONSIBILITY FOR: (A) ANY CONTRACTUAL, LEGAL, FINANCIAL, OR COMMERCIAL CONSEQUENCES ARISING FROM THE CLIENT’S RELIANCE ON, OR USE OF, ANY AI-GENERATED OUTPUT WITHOUT OBTAINING INDEPENDENT PROFESSIONAL ADVICE; (B) THE ACCURACY, COMPLETENESS, CURRENCY, OR FITNESS FOR PURPOSE OF ANY CLASSIFICATION, MAPPING, OR DRAFT PRODUCED BY THE PLATFORM IN RESPECT OF ANY SPECIFIC CONTRACT, PROJECT, OR DISPUTE; (C) THE OUTCOME OF ANY CLAIM, COUNTERCLAIM, ARBITRATION, ADJUDICATION, OR LITIGATION IN CONNECTION WITH WHICH THE CLIENT HAS USED THE PLATFORM OR ITS OUTPUTS; AND (D) ANY LOSS ARISING FROM THE CLIENT’S FAILURE TO CONDUCT THE INDEPENDENT PROFESSIONAL REVIEW MANDATED BY THESE TERMS. THE PLATFORM SUPPORTS CONTRACT ADMINISTRATION BUT DOES NOT AND CANNOT REPLACE THE EXERCISE OF PROFESSIONAL CONTRACTUAL/ TECHNICAL/ LEGAL JUDGEMENT. THE DESCRIPTION OF THE PLATFORM’S CAPABILITIES AND ANY INDICATIVE TIME-SAVING OR EFFICIENCY ESTIMATES ON THE COMPANY’S WEBSITE OR MARKETING MATERIALS ARE FUNCTIONAL DESCRIPTIONS AND ILLUSTRATIVE BENCHMARK ONLY AND DO NOT CONSTITUTE WARRANTIES OF PERFORMANCE, OUTCOME, OR CLAIM SUCCESS.

THE PLATFORM IS DESIGNED TO ENHANCE PRODUCTIVITY AND AUGMENT THE PROFESSIONAL EFFORT OF THE CLIENT’S TEAM. BY ASSISTING WITH THE ROUTINE TASKS OF READING, CLASSIFYING, AND DRAFTING CONTRACT CORRESPONDENCE, IT ENABLES THE CLIENT’S PERSONNEL TO DEVOTE MORE TIME TO HIGHER-VALUE CONTRACTUAL ANALYSIS AND DECISION-MAKING. THE PLATFORM SUPPORTS AND IS NOT A SUBSTITUTE FOR THE EXERCISE OF THE TEAM’S PROFESSIONAL JUDGEMENT.

Definitions

“AI-Generated Outputs” means all outputs, results, classifications, mappings, draft correspondence, summaries, action logs, gap analysis reports, claims documents, defense briefs, and any other content produced by the Platform’s artificial intelligence, machine learning, and natural language processing engines on the basis of or in connection with Uploaded Documents or instructions provided by the Client or its Authorised Users. AI-Generated Outputs are generated through automated processes and prompt driven and do not constitute legal advice, professional opinions, or binding representations of any kind.

“Authorised Users” means those individual officers, employees, agents, or consultants of the Client who have been granted access credentials to the Platform by the Client in accordance with Clause 4 and who access or use the Platform solely on behalf of and for the benefit of the Client, within the scope of the permissions assigned to them under the applicable role-based access control framework.

“Client Data” means any information, documents, records, files, data, or other materials that are expressly uploaded, submitted, transmitted, or otherwise provided by or on behalf of the Client through the Platform for the purpose of accessing or using the Services. Client Data excludes (i) any software, algorithms, models, templates, methodologies, workflows, know-how, or other intellectual property owned or developed by the Company, (ii) any outputs, reports, analyses, summaries, recommendations, insights, annotations, or other content generated by or through the Platform, whether or not based on Client Data, and (iii) any aggregated or anonymized data that does not identify the Client or any individual.

“Enterprise Addendum” means a written commercial document, executed between the Company and an Enterprise-tier Client. In the absence of an executed Enterprise Addendum, the Client’s Subscription Plan and these Terms alone govern its use of the Platform.

“Subscription Plan” means the tier of service to which the Client has subscribed, being the Starter, Professional, or Enterprise plan as published by the Company on the Platform or, for an Enterprise-tier Client, as specified in the applicable Enterprise Addendum, each carrying distinct feature entitlements, user limitations, support levels, pricing, and currency options as communicated by the Company from time to time.

“Uploaded Documents” means any documents, files, minutes of meetings, records, correspondence, communications, data, or other materials, in any format, that are expressly uploaded, submitted, transmitted, ingested, or otherwise provided by the Client or any Authorised User to the Platform for the purpose of accessing or using the Services. For the avoidance of doubt, Uploaded Documents shall not include any content, analysis, summaries, recommendations, reports, insights, annotations, metadata, or other outputs generated by or through the Platform based on such Uploaded Documents.

“Confidential Information” means any non-public information disclosed by either party to the other in connection with these Terms, whether marked confidential or not, including business, financial, technical, and product information, but excluding information that (a) is or becomes publicly available without breach of these Terms; (b) was already known to the receiving party without an obligation of confidentiality; (c) is independently developed without reference to the disclosing party’s Confidential Information; or (d) is required to be disclosed by law or a competent authority, provided reasonable notice is given where legally permissible.

“Organisation Lead” or “Org Lead” means the individual nominated by the Client at registration (or subsequently notified to the Company in writing) who is authorised to configure role-based access controls, assign and revoke Authorised User permissions, and act as the Client’s primary point of contact for administrative matters relating to the Platform.

“Subscription Term” means the period for which the Client has subscribed to a Subscription Plan, as selected at registration or renewal, commencing on the date of activation and continuing for the duration indicated on the Platform at the time of purchase, and each subsequent renewal period thereof.

Eligibility and Applicability

These Terms apply to the Client and each Authorised User who accesses or uses the Platform or the Services through the Client's account or otherwise on the Client's behalf. The Client shall ensure that all Authorised Users comply with these Terms at all times and shall remain solely responsible and liable for all acts, omissions, access to, and use of the Platform by its Authorised Users as if such acts or omissions were those of the Client.

Unless the context otherwise requires, any reference in these Terms to the “Client”, “You” or “User” shall be deemed to include its Authorised Users, and the Client shall be responsible for ensuring compliance with these Terms by each such Authorised User.

By accessing the Platform, the Client represents and warrants that: (a) it is duly incorporated, organized, or licensed under applicable law and has full legal capacity to enter into these Terms; (b) the individual accepting these Terms on behalf of a corporate entity has actual authority to legally bind that entity; (c) it is not subject to any law, sanction, or court order that would prohibit its use of the Platform; and (d) all information provided during registration is true, accurate, complete, and up to date.

The Company reserves the right, at its sole and absolute discretion, to decline, suspend, or revoke any registration without providing reasons if it becomes aware that such User does not meet the eligibility requirements or has provided false or misleading information regarding eligibility.

If You access or use the Platform on behalf of an entity, organization, or any other legal person, then You hereby confirm and that You have the necessary authority to bind such entity, organization, or legal person to these Terms.

The Client acknowledges that these Terms, once accepted, constitute a binding subscription agreement between the Company and the Client and are enforceable under the Indian Contract Act, 1872 and other applicable law.

The Client represents and warrants that neither it, nor any of its directors, beneficial owners, or Authorised Users, is a person or entity that is the subject of, or located, organised, or resident in a country or territory that is the subject of, sanctions administered by the United Nations Security Council, the Government of India, the U.S. Office of Foreign Assets Control (OFAC), the European Union, or His Majesty’s Treasury (UK); and that it will not use the Platform in violation of any applicable export control or sanctions law.

Export Control. The Client represents and warrants that its use of the Platform, and any data or content it uploads to or exports from the Platform, will not violate applicable export control laws, including those of India, the United States, and the European Union, and that it will not use the Platform in connection with the development, production, or use of items subject to export control restrictions, including dual-use or defence-related technology, without obtaining any licences or authorisations required under applicable law.

License Grant

Subject to the Client’s compliance with these Terms and the timely payment of all applicable fees, the Company hereby grants to the Client a limited, personal, non-exclusive, non-transferable, non-sublicensable, and revocable license to access and use the Platform solely for the Client’s own internal contract administration purposes during the term of the applicable Subscription Plan. The scope of the Client’s license is strictly limited to the features and user entitlements applicable to its chosen Subscription Plan as published by the Company on the Platform, or, for Enterprise clients, as set out in the applicable Enterprise Addendum.

Project Scope: Unless otherwise specified in the Client’s Subscription Plan or an applicable Enterprise Addendum, the Client’s licence under this Clause 3 is limited to use of the Platform in connection with the single contract, project, or engagement identified by the Client at registration (the “Subscribed Project”). The Client shall not use the Platform in connection with any contract, project, or engagement other than the Subscribed Project without first obtaining an additional Subscription Plan or the Company’s written approval. Use of the Platform for more than one project without such additional subscription shall constitute a material breach of these Terms.

Access Control and Authorised Users

Account Registration and Credentials.

Access to the Platform is conditional upon the Client completing the Company’s registration process and establishing an account in such form as the Company may prescribe from time to time.

Upon successful registration, the Company shall issue to the Client and its Authorised User(s) access credentials, which the Client shall keep strictly confidential and shall not share with any person who is not an Authorised User.

Once registered, the User can log in using the authentication mechanism made available by the Platform from time to time, including password and/or one-time password (OTP).

The Client acknowledges and agrees that it is solely and exclusively responsible for all activities conducted through its account, whether or not such activities were authorised by the Client, and that the Company bears no liability whatsoever for any loss or damage arising from the Client’s failure to maintain the security of its credentials.

The Client shall notify the Company immediately upon becoming aware of any actual or suspected unauthorised access to its account.

The Client shall ensure that each Authorised User logs out of the Platform at the end of each session on shared or public devices and shall implement appropriate internal measures to prevent unauthorised access to the Platform.

Role-Based Access Controls: The Platform incorporates role-based access controls that enable the Client to delineate and manage the permissions available to each Authorised User. The Client shall designate one Organisation Lead (“Org Lead”), who shall be solely responsible for configuring such controls, assigning roles and permissions to Authorised Users, and promptly revoking access where an individual ceases to be an Authorised User due to departure from the Client’s organisation, a change in role, or any other circumstance. The Org Lead shall be authorised to make decisions on behalf of the Client concerning subscriptions, payments, the creation or retirement of projects, user access, and other administrative matters relating to the Platform. If the current Org Lead leaves the organisation, the organisation may appoint a replacement by submitting a support ticket or contacting the Company by phone. The Company shall not be liable for any unauthorised access, data exposure, loss, or other consequence arising from the Client’s or Org Lead’s misconfiguration, improper administration, or failure to timely update or revoke role-based permissions and access settings.

Restriction on Use: The Client undertakes that it shall not, and shall procure that its Authorised Users shall not, at any time:

  • permit any person who is not an Authorised User to access or use the Platform, whether through shared credentials or otherwise;
  • use the Platform for any purpose that is unlawful, fraudulent, or contrary to these Terms;
  • attempt to reverse-engineer, decompile, disassemble, or otherwise derive the source code, architecture, or underlying AI models of the Platform;
  • scrape, harvest, or systematically extract data from the Platform other than through the functionality expressly provided;
  • introduce into the Platform any virus, trojan, worm, or other malicious or disruptive code;
  • misuse the Platform for spam, phishing, scams, fraud, misleading communications, unlawful solicitation, or any deceptive, harmful, or unethical activity;
  • circumvent or interfere with any security feature, access control mechanism, or technical restriction of the Platform;
  • use the Platform to develop, train, or improve any competing product or service; and/or
  • sublicense, resell, or otherwise make the Platform available to any third party for commercial consideration without the Company’s prior written consent.

The User agrees to comply with all laws, rules and regulations applicable to the use of the Platform and the Services herein. The User further agrees and acknowledges that the User shall use the User Account on the Platform to only avail Services provided to the User by the Company and not for any commercial exploitation.

The User understands that once the User registers as a user on the Platform, the User may receive multimedia text messages such as SMS, WhatsApp and phone calls from the Company on the registered mobile number, and the User may receive e-mails on the User’s registered e-mail address. These messages, e-mails and calls could relate to the User’s registration, transactions that the User carries out through the Platform and promotions that are undertaken by the Company. The User, hereby, by way of accepting these Terms consents to the receipt of such communication from the Company.

A breach of this Clause shall entitle the Company to suspend or terminate the Client’s access to the Platform immediately and without notice, in addition to any other remedies available at law or in equity.

The Company may, subject to applicable law and privacy obligations, monitor or review use of the Platform to ensure compliance with these Terms and may take appropriate action in case of misuse or violation.

Acceptable Use Policy: In addition to the restrictions in Clause 4.3, the Client shall not, and shall procure that its Authorised Users shall not, upload, transmit, or process through the Platform any content that: (a) contains malware, ransomware, or other malicious code; (b) is unlawful, defamatory, obscene, or constitutes child sexual abuse material; (c) promotes terrorism or violent extremism; (d) is subject to export control restrictions or classified under applicable government security classifications, unless the Client has independently verified it is lawful to upload such content; or (e) infringes the rights of any third party. The Company may remove or disable access to content reasonably believed to violate this Clause and may report unlawful content to the appropriate authorities where required by law. Before removing or disabling access to content under this Clause 4.8, the Company shall take reasonable steps to preserve a copy of such content for such period as may be necessary to comply with a lawful request from a competent authority, unless doing so would itself be unlawful or would create a material security risk.

Emergency Suspension: Notwithstanding any other provision of these Terms, the Company may immediately suspend the Client’s (or any Authorised User’s) access to the Platform, without prior notice, where the Company reasonably believes such action is necessary to protect the security or integrity of the Platform, its infrastructure, or other clients, including in response to a suspected compromise, cyberattack, or abnormal usage pattern. The Company shall restore access as soon as reasonably practicable once the relevant risk has been addressed, and shall notify the Client of the suspension and its reason without undue delay.

Audit Rights: The Company may, no more than once in any twelve (12) month period and on reasonable prior notice, request confirmation of (a) the number of Authorised Users accessing the Platform under the Client’s account, and (b) the number of projects or engagements in respect of which the Client is using the Platform. Where either figure exceeds the entitlement under the Client’s Subscription Plan, the Company may require the Client to purchase additional user entitlements or an additional Subscription Plan, as applicable, without prejudice to any other rights of the Company under these Terms.

Account Confidentiality Obligations

The User agrees that the sole responsibility of maintaining the security and confidentiality of the User login credentials rests with the User and its Authorised Users at all times. The User shall not share their User login credentials with any third party, and the Company shall not be liable for any loss or damage arising from such breach.

The Company reserves the right to take any and all action, as it deems necessary or reasonable, regarding the security of the Platform and the User Account.

In no event and under no circumstances shall the Company be held liable for any liabilities or damages resulting from or arising out of the User’s use of the Platform or the User login credentials, theft of the User login credentials or release by the User of the User login credentials to a third party, or the User’s authorization to allow another person to access and use the Platform using the User Account.

Data Security

The Company shall implement and maintain, throughout the Subscription period, commercially reasonable and industry-standard technical, organisational, and administrative security measures designed to protect Uploaded Documents and Client Data against accidental or unlawful destruction, loss, alteration, unauthorised disclosure, and unauthorised access. Such measures include, without limitation, encryption of data at rest and in transit, access controls, network security protocols, regular security assessments, and staff awareness on data protection obligations. The Company shall review and, where necessary, update its security measures periodically to account for evolving threats and technological developments.

Security Incident. The Company shall notify the Client without undue delay and, in any event, within seventy-two (72) hours after becoming aware of any confirmed unauthorised access to, or breach of, Client Data hosted on the Platform (a “Security Incident”), unless such notification is prohibited by applicable law or an order of a competent authority. The notification shall include, to the extent then known, the nature of the Security Incident, the categories and approximate volume of Client Data affected, the likely consequences, and the measures taken or proposed to investigate, contain, remediate, and prevent recurrence. The Company shall provide such information as is reasonably necessary for the Client to comply with its own notification obligations under applicable law and shall cooperate in good faith with the Client’s reasonable requests in connection with the investigation and remediation of the Security Incident. Any notification under this Clause shall not constitute an admission of fault, negligence, or liability.

The Client acknowledges that no information technology system or platform can guarantee absolute security and that the Company’s obligations in this Clause are obligations of reasonable effort and appropriate measures, not absolute warranties of security or data integrity. The Client bears sole responsibility for the security of its own systems, devices, network environments, and access credentials, and for any loss, disclosure, or compromise of Client Data arising from the Client’s or any Authorised User’s failure to maintain adequate security controls on its own side. Client Data is hosted on cloud infrastructure located in India or such other jurisdiction as the Company may notify to the Client in writing.

Data Classification: The Client is solely responsible for classifying the sensitivity of any information uploaded to the Platform, including information subject to legal privilege, contractual confidentiality, government security classification, or export control restrictions, and for ensuring that its upload to the Platform is lawful and, where applicable, authorised by the relevant counterparty or government authority.

Backup Responsibility: The Platform maintains a working record of Uploaded Documents and related correspondence for the duration of the Client’s active Subscription, but is not intended to serve as the Client’s sole or exclusive archival, disaster-recovery, or backup copy. The Client remains responsible for maintaining independent copies of all Uploaded Documents, correspondence, and other material of importance to the Client, whether or not also stored on the Platform.

Data Protection and Sub-processors: The Company shall process personal data contained within Client Data and Uploaded Documents in accordance with applicable data protection law, including the Digital Personal Data Protection Act, 2023, once and to the extent it comes into force. The Company may engage sub-processors, including cloud infrastructure and third-party AI model providers, to perform the Services, and shall require such sub-processors to maintain confidentiality and security obligations no less protective than those set out in this Clause 6.

AI-Use Consent and AI-Generated Outputs

The Platform may utilize artificial intelligence/machine learning (AI/ML) technologies, either developed internally by the Company or provided by third-party providers, to provide and enhance the Services. By using the Platform, the User acknowledges and consents to the use of these AI/ML technologies by the Company. The User shall review and validate all outputs generated by TractusIQ™ and may refine them at their own discretion using the prompt options available within the Product. The Company does not warrant the accuracy, completeness, or suitability of any output and shall not be liable for any reliance placed thereon.

THE CLIENT ACKNOWLEDGES AND ACCEPTS, AS A FUNDAMENTAL TERM OF THESE TERMS, THAT ALL AI-GENERATED OUTPUTS PRODUCED BY THE PLATFORM ARE GENERATED THROUGH AUTOMATED ARTIFICIAL INTELLIGENCE AND MACHINE LEARNING PROCESSES. AI-GENERATED OUTPUTS, INCLUDING PICKING UP AND INGESTING CORRESPONDENCE, IDENTIFYING AND CLASSIFYING ISSUES, MAPPING THEM TO CATEGORIES AND CONTRACTUAL CLAUSES, LINKING RELATED COMMUNICATIONS, TRACKING ACTIONS AND DEADLINES, MAINTAINING A TRANSPARENT HISTORICAL RECORD FOR EACH CONTRACTUAL ISSUE, AND PROVIDING DRAFTING ASSISTANCE AND INFORMATIONAL SUPPORT, ARE PROVIDED EXCLUSIVELY AS A DRAFTING AID AND INFORMATIONAL RESOURCE AND DO NOT CONSTITUTE LEGAL ADVICE, PROFESSIONAL OPINIONS, CONTRACTUAL REPRESENTATIONS, OR RECOMMENDATIONS OF ANY KIND. THE COMPANY MAKES NO WARRANTY, EXPRESS OR IMPLIED, AS TO THE ACCURACY, COMPLETENESS, FITNESS FOR PURPOSE, OR RELIABILITY OF ANY AI-GENERATED OUTPUT.

The Client’s unqualified and absolute obligation, prior to using, submitting, relying upon, or acting upon any AI-Generated Output in any context whatsoever including in formal correspondence with counterparties, in arbitration, adjudication, or litigation proceedings, or in the preparation of contractual claims (including Extension of Time and Cost claims) is to subject such output to thorough and independent professional review by qualified engineers, legal counsel, contract administrators, or other appropriate advisors as the circumstances require. This obligation of independent review is not discharged by the Client’s internal approval of an AI-Generated Output without external professional input where the subject matter is of a contractual, legal, technical, or professional nature that reasonably demands such expertise.

The Client further acknowledges and accepts that: (a) the quality, accuracy, and usefulness of AI-Generated Outputs is directly and materially dependent upon the completeness, accuracy, and quality of the Uploaded Documents provided as input; (b) AI-Generated Outputs may contain factual errors, mischaracterizations of contractual provisions, omissions of relevant correspondence, or analytical conclusions that are incorrect or incomplete; (c) the Platform’s correspondence classification, clause mapping, and drafting functions are functional capabilities of an automated tool and are not substitutes for the exercise of professional legal or contractual judgment; and (d) the time savings and productivity improvements described on the Platform’s marketing and informational materials are indicative estimates derived from analysis of typical EPC/BOT/HAM/TOT/FIDIC type contract administration workflows and are not contractual warranties or guaranteed outcomes.

The Company shall bear no liability whatsoever for any losses, costs, claims, counterclaims, adverse arbitral or judicial decisions, contractual penalties, or any other consequences arising directly or indirectly from the Client’s use of or reliance upon AI-Generated Outputs, whether or not the Client carried out the independent review required by this Clause. The Client’s acceptance of these Terms constitutes its irrevocable acknowledgment of the limitations of AI-Generated Outputs and its agreement to assume full and sole responsibility for all decisions taken on the basis thereof.

Beta Features: The Company may make features, models, or functionality available on a beta, pilot, or early-access basis (“Beta Features”). Beta Features are provided for evaluation purposes only, are excluded from any service level commitment, and are provided without the warranties (however limited) applicable to generally available features. The Company may modify or discontinue a Beta Feature at any time without liability.

Training on De-Identified Data. The Client acknowledges and agrees that the Company may de-identify Uploaded Documents and Client Data, and use the resulting De-identified Data to train, fine-tune, retrain, validate, improve, test, develop, or otherwise adapt its artificial intelligence, machine learning, large language models, and other technologies and services, on a non-exclusive, worldwide, royalty-free basis, for the duration of the Client’s Subscription Term and for twelve (12) months following its termination or expiry. The Client shall be deemed to consent to such use unless it notifies the Company of its election to opt out, whether at registration, via the Platform’s account settings, or by written notice at any time thereafter. An opt-out takes effect for data submitted after that date, and does not require the Company to retrain or discontinue any model already trained using data processed before that date. For the avoidance of doubt, the Company shall not use Uploaded Documents or Client Data in identifiable form to train, fine-tune, or retrain its models.

Personal Data of Third Parties: Where Uploaded Documents or Client Data contain personal data of any individual other than the Client’s own Authorised Users, the Client represents and warrants, in addition to its representations under Clause 10.3(c), that it has a valid legal basis under applicable data protection law, including the Digital Personal Data Protection Act, 2023, to submit such personal data to the Platform for processing by the Company, including its de-identification.

For the purposes of this Clause, the Company shall de-identify Client Data using techniques designed to ensure that no individual is reasonably identifiable from the resulting De-identified Data, whether alone or in combination with other information reasonably available to the Company. Except where expressly prohibited, Company shall be permitted and have full rights and authority to convert Client Data into de-identified and aggregated data and to collect and analyse anonymized information relating to the provision, use and performance of various aspects of the Services and related systems and technologies (including, without limitation, information concerning Client Data and data derived therefrom which cannot identify the concerned individual personally) (collectively, “De-identified Data”), to the fullest extent permitted by applicable law. Company shall have sole ownership and rights over all De-identified Data except as otherwise explicitly provided for in these Terms or the applicable agreement. Notwithstanding anything to the contrary herein, Company may (during and after the term hereof) (i) use such De-identified Data to improve and enhance the Services, to conduct research, such as case studies and academic research, and for other development, diagnostic and corrective purposes in connection with the Services and other Company offerings to the extent permitted by applicable law, and (ii) disclose De-identified Data in connection with its business to the extent permitted by applicable law, including, for example and without limitation, to: (a) track the number of users on an anonymized aggregate basis as part of Company’s marketing efforts to publicize the total number of Users of the Services; (b) analyze aggregated usage patterns for product development efforts; or (c) use De-identified Data to develop further analytic frameworks, application tools, and to conduct research.

The Client acknowledges and accepts that the artificial intelligence and machine learning models incorporated into the Platform carry inherent technical limitations that are characteristic of the current state of the technology, including without limitation: knowledge cutoff dates, domain-specific gaps in training data, context window constraints, susceptibility to input quality variations, and the possibility of generating outputs that are plausible in form but incorrect in substance. These limitations are not defects in the Platform and do not give rise to any right of the Client to claim a refund, compensation, or service credit except where expressly provided in the applicable Enterprise Addendum. For the avoidance of doubt, nothing in these Terms grants the Client any right, title, or interest in or to the underlying AI models, training datasets, weights, parameters, or algorithms used in the Platform; all such intellectual property is and shall remain the exclusive property of the Company or its third-party model licensors, if any.

Payment Terms

Access to the Platform is conditional upon the Client’s payment of the subscription fees applicable to its Subscription Plan as set out at the time of registration. All fees are stated exclusive of applicable taxes, including Goods and Services Tax (“GST”), which shall be levied at the rate applicable at the time of invoicing and borne by the Client. The Client shall also bear all withholding taxes, transaction charges, and bank fees associated with payment, and shall gross up any payment subject to withholding so that the Company receives the full amount to which it is entitled after applicable tax deductions, if any.

The Company reserves the right to revise the pricing of its Subscription plans from time to time. The Client shall review its plans on regular basis during renewal process upon expiry of its existing plan. If the Client does not accept the revised pricing, it may terminate its subscription in accordance with Clause 15.1, provided that such notice of termination is given before the effective date of the price revision.

Non-Renewal and Late Payment. Where the Client does not renew its Subscription prior to its expiry, access to the Platform shall be deactivated immediately upon expiry of the then-current Subscription Term. Renewal and payment reminders shall be displayed on the Platform’s user interface and/or sent by email to the relevant Authorised Users and the Organisation Lead at least fifteen (15) days, seven (7) days, and one (1) day prior to the Subscription expiry date.Where the Client renews on or before the Expiry Date, or within three (3) days thereafter (the “Grace Period”), the Client shall regain access to the Platform, including all existing Project Data, and no additional charges shall apply. Where renewal occurs after the Grace Period, a late payment charge shall accrue daily from the fourth (4th) day following the Expiry Date until the date of actual renewal, calculated as the greater of (a) ₹300 per day, or (b) 0.05% of the overdue subscription amount per day. Failure to renew within forty-five (45) days of the Expiry Date shall entitle the Company to terminate the Client’s account in accordance with Clause 15.2.

The Platform may permit payment via various modes, including online payments through debit cards, credit cards, unified payments interface (UPI), NEFT and internet banking (“Payment Mode”). Please note that payments made through any Payment Mode are operated and processed by third-party payment gateway service providers engaged by the Platform from time to time. You agree and acknowledge that the Company bears no responsibility for payments made through any Payment Mode to avail the Services through this Platform. Further, the User hereby agrees to comply with any other additional terms and conditions that may be prescribed by the third-party payment gateway service providers for processing the online payments made by You on the Platform. The User understands, accepts and agrees that the payment facility provided by the Platform is neither banking nor financial service. Further, User acknowledges and agrees that in addition to fees/consideration payable by User for availing the Services on the Platform (inclusive of applicable taxes), the User will also be required to pay the applicable payment gateway service charges (if any) for each transaction that User make on the Platform.

While availing any of the Payment Mode/s available on the Platform, the Company will not be responsible for or assume any liability whatsoever in respect of any loss or damage arising directly or indirectly to the User due to:

  • Lack of authorization for any transaction(s);
  • Exceeding the pre-set limit mutually agreed by the User and between bank/s;
  • Any payment issues arising out of the transaction; and
  • Rejection of transaction for any other reason(s) whatsoever.

The User acknowledges and agrees that the Company/Platform will not be liable for any damages, interests or claims, losses resulting from or suffered on account of not processing a transaction/ transaction amount or any delay in processing a transaction/ transaction amount which is beyond the control of the Company/Platform.

Though the Company has undertaken utmost care to provide a secure payment system, the User acknowledges and agrees that all online payment systems are susceptible to hacking, virus attacks, malfunction.

Cross-Border Taxes: Where the Client is located outside India, the Client is responsible for any goods and services tax, value added tax, or equivalent indirect tax, and any reverse-charge obligation, applicable in its own jurisdiction, in addition to any Indian taxes for which it is responsible under Clause 8.1. Subscription fees are payable in the currency selected at registration; the Company may, at renewal, offer the then-current price in that currency, which may differ from the original price due to exchange rate movements.

Cost Pass-Through: Where the Company’s cost of procuring or accessing any third-party infrastructure, cloud hosting, or artificial intelligence model service materially and substantially increases due to circumstances beyond the Company’s reasonable control, the Company may, upon not less than thirty (30) days’ written notice, apply a proportionate surcharge to the Client’s then-current Subscription fees, including during an active Subscription Term. Where such a surcharge is applied during a Subscription Term already paid in full, the Client may, within fifteen (15) days of such notice, elect to terminate with effect from the date the surcharge would take effect, in which case the Company shall refund a pro-rata portion of the prepaid fees for the unexpired Term, calculated at the pre-surcharge price.

Support During Product Usage

The Company shall provide the Client with access to platform support services during the term of its subscription. Depending on the Client’s Subscription Plan, one of the following support levels applies. Enterprise support terms, including any applicable service level commitments and escalation procedures, shall be set out in the applicable Enterprise Addendum and shall govern in the event of any inconsistency with this Clause.

The Client shall have access to email-based support during the Company’s published business hours (Monday to Friday, excluding public holidays in Hyderabad, India). The Company shall use reasonable commercial endeavours to respond to support queries within two (2) business days of receipt, but does not warrant any specific response or resolution time.

The Client shall have access to priority email support and a ticketed support management system. The Company shall use reasonable commercial endeavours to acknowledge priority support tickets within one (1) business day and to provide substantive responses within three (3) business days. Priority support does not include guaranteed resolution times or on-call support outside business hours.

The Client shall be assigned to a customer success manager who will assist/help Client’s operational and technical queries.

The Company shall use commercially reasonable endeavours to maintain the Platform with high availability and to schedule any planned maintenance during periods of low usage, providing advance notice to the Client where practicable. The Company does not warrant that the Platform will be available without interruption at all times. Unplanned outages and performance degradations due to third-party infrastructure failures, denial-of-service attacks, or other events beyond the Company’s reasonable control shall not give rise to any credit, refund, or liability on the part of the Company. The Company’s support obligations extend only to issues relating to the Platform’s own features and functionality. The Company is not obligated to provide support in respect of the Client’s general contract management strategy, claim preparation methodology, legal analysis, or any matter requiring professional legal or engineering judgment.

Fair Usage: The Company may publish and apply reasonable fair-usage limits on storage, AI processing, document uploads, and API calls applicable to each Subscription Plan. Where the Client’s usage materially and repeatedly exceeds such limits, the Company may, on reasonable notice, throttle further usage, require the Client to upgrade its Subscription Plan, or charge for usage in excess of the applicable limit at the Company’s then-current published rates.

Product Changes: The Company may, at its discretion, modify, enhance, or discontinue specific features or functionality of the Platform, including replacing or updating underlying AI models, provided the core functionality of the Services taken as a whole remains substantially similar. Such changes shall not constitute a breach of these Terms.

Ownership of Uploaded Documents and Client Data

As between the Company and the Client, the Client retains all rights, title, and interest, including all intellectual property rights, in and to all Uploaded Documents. Other than the licence granted to the Company under Clause 7.7 (including by way of any deemed consent given, or not withdrawn, under that Clause), the Company makes no claim of ownership over any Uploaded Documents and does not acquire any proprietary interest therein by virtue of the Client’s use of the Platform.

By uploading documents to the Platform, the Client grants to the Company a limited, irrevocable, non-exclusive, royalty-free, and non-transferable licence to receive, store, process, index, and analyze such Uploaded Documents to the extent necessary for the provision of the Services to the Client.

The Client represents and warrants that: (a) it has the full legal right, authority, and consent required to upload all documents submitted to the Platform; (b) the upload of such documents does not and will not infringe any third party’s intellectual property rights, confidentiality obligations, privilege, or any other rights; and (c) where Uploaded Documents contain personal data of third parties, the Client has complied with all applicable data protection and privacy laws in collecting and submitting such data. The Client shall indemnify and hold harmless the Company from and against all claims, losses, and liabilities arising from any breach of this representation and warranty.

Return, Retention and Deletion of Client Data.

The Company shall retain Client Data and Uploaded Documents until the later of (a) expiry of the Subscription Term, or (b) the effective date of termination, plus forty-five (45) days (the “Data Retrieval Period”). Upon the Client’s written request made during the Data Retrieval Period, the Company shall make available to the Client an export of the Client Data and Uploaded Documents in a commonly used electronic or standard machine-readable format. Following expiry of the Data Retrieval Period, the Company shall delete or anonymise such data from its production systems within ninety (90) days, except to the extent retention is required by applicable law or is reasonably necessary for legitimate backup, disaster-recovery, fraud-prevention, security, or legal purposes. Any data so retained shall remain subject to the confidentiality and data-security obligations of these Terms and shall not be actively used except for the purpose requiring its retention.

Personal Information contained within Client Data or Uploaded Documents shall additionally be deleted or deidentified without undue delay following withdrawal of the relevant data principal’s consent, or once the purpose for which it was collected has been fulfilled, in accordance with Section 8(7) of the Digital Personal Data Protection Act, 2023, save where retention is required by applicable law.

Ownership of Platform and its Functionalities

All intellectual property rights of whatever nature (whether registered or unregistered) in and to the Platform, including its underlying software code, artificial intelligence models, machine learning algorithms, natural language processing engines, databases, classification frameworks, graphical user interfaces, documentation, training materials, and all enhancements, modifications, and derivative works thereof (whether created by the Company alone or in collaboration with any third party), are and shall at all times remain the sole and exclusive property of the Company or its licensors. The Company reserves all rights not expressly granted to the Client under these Terms.

The licence granted to the Client under Clause 3 is the entirety of the intellectual property licence extended to the Client, and these Terms shall not be construed as conferring on the Client any other licence, right, or interest in the Platform’s intellectual property by implication, estoppel, or otherwise. The Client shall not, at any time: (a) copy, reproduce, republish, upload, post, transmit, or distribute any part of the Platform’s software, documentation, or AI models; (b) adapt, translate, modify, reverse-engineer, decompile, or disassemble any part of the Platform; (c) remove, alter, or obscure any copyright, trademark, or other proprietary notice on or in the Platform; or (d) use any part of the Platform’s intellectual property to develop or train any competing product or service.

The “TractusIQ™” name and logo, and all other brand elements, service marks, and trading names used on or in connection with the Platform, are the intellectual property of the Company. Nothing in these Terms & Conditions confers on the Client any license or right to use such marks for any purpose, and the Client shall not use the Company’s brand or marks in any advertising, marketing, or promotional materials without the Company’s prior express written consent.

To the extent that any AI-Generated Output incorporates the Company’s proprietary model outputs, structural frameworks, or templates, the Company grants the Client a limited, non-exclusive license to use, reproduce, and transmit such outputs, including to external project counterparties, arbitral tribunals, and regulatory or judicial bodies, for the Client’s internal and external business purposes in connection with the project for which they were generated, subject always to the review and verification requirements of Clause 7. The Client shall not publish, commercialize, or distribute AI-Generated Outputs in a manner that purports to attribute them to the Company or that misrepresents their provenance or reliability. se,

You may choose to or we may invite you to submit comments or ideas about the Services, including without limitation about how to improve the Services or our products (“Ideas”). By submitting any Idea, You agree that Your disclosure is gratuitous, unsolicited and without restriction and will not place Company under any fiduciary or other obligation, and that, notwithstanding anything to the contrary herein, We are free to use the Idea without any additional compensation to You, and/or to disclose the Idea on a non-confidential basis or otherwise to anyone. You further acknowledge that, by acceptance of your submission, Company does not waive any rights to use similar or related ideas previously known to Company, or developed by its employees, or obtained from sources other than You. Notwithstanding anything to the contrary, the Company shall be the sole owner of any Ideas provided by You to the Company, so long as they relate to the Service, and You hereby assign to the Company, without limitation of any kind, all of its rights, titles and interests therein, the Company accepting such assignment. At Company’s reasonable request and expense, You will complete and execute all necessary documents and take such other actions as Company may reasonably require in order to assist Company to acquire, develop and maintain Company’s intellectual property in the Ideas.

Usage Analytics: As between the Company and the Client, the Company owns all telemetry, usage statistics, performance metrics, and diagnostic or error logs generated through operation of the Platform, excluding any Client Data or Uploaded Documents contained within such logs. The Company may use such information, including on an aggregated or de-identified basis, to operate, support, and improve the Platform.

Publicity: The Company may identify the Client as a customer of the Platform in customer lists and website references, including the Client’s name and logo, unless the Client notifies the Company in writing that it does not consent to such use. The Company shall obtain the Client’s prior written consent before publishing any case study, testimonial, or specific commentary describing the Client’s use of the Platform. The Client shall not publish performance comparisons or benchmarking results involving the Platform without the Company’s prior written consent.

Disclaimer of Warranties

THE PLATFORM AND ALL SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTIES OF ANY KIND, WHATEVER EXPRESS, IMPLIED, OR STATUTORY. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE COMPANY EXPRESSLY DISCLAIMS ALL WARRANTIES, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR PARTICULAR PURPOSE, SATISFACTORY QUALITY, TITLE, NON- INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE.

Without limiting the generality of the foregoing disclaimer, the Company does not represent or warrant that: (a) the Platform will operate in an uninterrupted, timely, secure, or error-free manner; (b) any AI-Generated Output will be accurate, complete, reliable, or fit for use in any specific legal, contractual, or commercial context; (c) the Platform will meet the Client’s specific operational requirements or achieve any particular outcome; (d) any defects or errors in the Platform will be identified or corrected within any particular timeframe; or (e) the Platform or its outputs will be admissible as evidence in any court, tribunal, or arbitral proceeding or will support the success of any claim or defense.

The Platform may incorporate, interface with, or provide access to third-party software, cloud infrastructure, authentication services, payment gateways, artificial intelligence models, or other services (“Third-Party Services”) to facilitate or enhance the Services. Such Third-Party Services are provided and governed by the terms and policies of their respective providers. While the Company exercises reasonable care in selecting its service providers, it does not own or control such Third-Party Services and shall not be responsible for their availability, performance, security, or functionality, or for any interruption, error, or loss arising solely from their acts, omissions, or failure, except to the extent required under applicable law.

Without prejudice to the generality of the foregoing, the Company shall have no liability for any loss, damage, or consequence arising from: (a) the Client’s reliance on any AI-Generated Output without independent professional review as required by Clause 7; (b) the Client’s provision of inaccurate, incomplete, or misleading Uploaded Documents; (c) the Client’s breach of these Terms or misuse of the Platform; (d) any failure, interruption, or delay attributable to third-party cloud infrastructure, internet service providers, Force Majeure Events or other third-party systems beyond the Company’s reasonable control; (e) any adverse contractual, legal, or commercial outcome suffered by the Client in connection with a project for which the Client used the Platform; or (f) the Client’s failure to implement or maintain adequate security controls on its own systems.

The payment facility provided on this Platform is facilitated by a third-party service provider. Any payment made through the Platform shall be subject to the terms and conditions of the third-party service provider. The Company shall not be responsible or liable for any errors, delays, or issues arising from the use of the third-party payment service.

The Client accepts the Platform and Services in full knowledge of and reliance upon these disclaimers, and acknowledges that these disclaimers form an essential part of the engagement between the parties.

Third-Party AI Model Changes: The Company shall not be liable for any change in the behaviour, availability, pricing, or output quality of the Platform that results from a change made by a third-party AI model provider to the underlying model or service on which the Platform relies, and may, at its discretion, replace or update such underlying models to maintain or improve the Services.

Open-Source Components: The Platform may incorporate open-source software components, which are licensed to the Company under their respective open-source licence terms and are not warranted by the Company beyond what is expressly stated in these Terms.

AI Output Neutrality: The Company does not intentionally design the Platform to produce biased or discriminatory outputs, but does not warrant that AI-Generated Outputs will be free from bias inherent in the underlying models, training data, or Uploaded Documents provided by the Client.

AI-Generated Content Accuracy: AI-Generated Outputs may, on occasion, reference clauses, provisions, precedents, or facts that are inaccurate, incomplete, or do not exist in the source Uploaded Documents or applicable contract (“hallucinated content”). The Client is solely responsible for independently verifying any clause reference, citation, or factual assertion contained in an AI-Generated Output against the underlying contract and source documents before relying on it for any contractual, legal, or commercial purpose.

Limitation of Liability

THE FOLLOWING LIMITATIONS APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND REFLECT A REASONABLE ALLOCATION OF RISK BETWEEN SOPHISTICATED COMMERCIAL PARTIES. THE PRICING OF THE SERVICES HAVING BEEN SET WITH THESE LIMITATIONS IN VIEW.

The Company’s total aggregate liability to the Client, whether arising due to tort (including negligence), breach of statutory duty, misrepresentation, restitution, or otherwise, under or in connection with these Terms or the use of the Platform, shall in no event exceed a sum equal to the total subscription fees actually paid by the Client to the Company in the one (1) calendar month immediately preceding the event or first series of related events giving rise to the claim. This limitation applies to all causes of action in the aggregate and not separately to each cause of action.

In no circumstances whatsoever shall the Company be liable, whether arising due to tort (including negligence), breach of statutory duty, or otherwise, for any: (a) loss of profit; (b) loss of revenue or turnover; (c) loss of contract or business opportunity; (d) loss of anticipated savings; (e) loss of goodwill or reputation; (f) wasted management time; (g) loss or corruption of data, whether or not the Client has maintained backups of such data; (h) business interruption losses; or (i) any indirect, incidental, consequential, special, exemplary, or punitive losses or damages of any nature, even if the Company has been advised of the possibility of such losses or damages, or if such losses or damages were foreseeable by the Company.

Indemnification

The Client shall, at its own expense, fully and effectively indemnify, defend, and hold harmless the Company and each of its directors, officers, employees, agents, successors, and permitted assigns (each, an “Indemnified Party”) from and against any and all claims, demands, proceedings, losses, liabilities, damages, costs, and expenses (including reasonable legal fees and the cost of enforcing this indemnity) suffered or incurred by any Indemnified Party arising out of or in connection with: (a) any breach by the Client or any Authorised User of any representation, warranty, or obligation under these Terms or the Enterprise Addendum; (b) any violation by the Client or any Authorised User of any applicable law, regulation, or order in connection with the use of the Platform; (c) any infringement by any Uploaded Document of the intellectual property rights, confidentiality obligations, privilege, or any other rights of any third party; (d) any claim brought by any Authorised User, employee, or contractor of the Client arising from or in connection with the Client’s use of the Platform; or (e) the Client’s reliance on any AI-Generated Output without carrying out the independent professional review required by Clause 7.

The Company shall promptly notify the Client of any claim in respect of which it seeks indemnification under this Clause, shall give the Client reasonable control of the defence and settlement of such claim (subject to the Company’s right to approve any settlement that imposes obligations or restrictions on the Company), and shall cooperate reasonably with the Client in connection with such defence. The Company shall not be required to make any admission of liability as a condition of the indemnity.

Company IP Indemnity. Subject to the limitations and exclusions of liability set out in these Terms, including Clause 13, and during the Subscription Term, the Company shall defend the Client against any third-party claim alleging that the Client’s authorised use of the Platform in accordance with these Terms infringes such third party’s intellectual property rights registered in India, and shall indemnify the Client against damages finally awarded by a court of competent jurisdiction, or agreed in a settlement entered into with the Company’s prior written consent, in respect of such claim, provided that the Client: (a) promptly notifies the Company in writing of the claim; (b) grants the Company sole control of the defence and settlement of the claim; and (c) provides reasonable cooperation at the Company’s expense. The foregoing obligation shall not apply to the extent the claim arises from: (i) Client Data, third-party information, or materials provided by or on behalf of the Client; (ii) any modification of the Platform not made or authorised by the Company; (iii) use of the Platform in combination with software, hardware, or data not provided or approved by the Company; (iv) use of the Platform other than in accordance with these Terms or the Documentation; or (v) the Client’s continued use of the Platform after being notified of an update, modification, or workaround that would have avoided the claim.

Termination

Termination by the Client: The Client may terminate its subscription and these Terms at any time by providing not less than forty-five (45) days’ prior written notice to the Company or as otherwise specified in the applicable Enterprise Addendum. Termination shall take effect at the end of the then-current Subscription Term in which the notice period expires. Except where applicable law otherwise requires, the Company shall not be obligated to provide any pro-rata refund of prepaid subscription fees in respect of any unused portion of the Subscription Term remaining following the effective date of termination. For the avoidance of doubt, the Company is entitled to retain the entire subscription fee paid in respect of the Subscription Term in which termination occurs, despite such termination.

Termination or Suspension or De-activation by the Company: The Company may, upon written notice to the Client, immediately terminate or suspend or de-activate the Client’s access to the Platform, in any of the following circumstances: (a) the Client has committed a breach of any provision of these Terms which is either incapable of remedy or, being capable of remedy, has not been remedied to the Company’s reasonable satisfaction within fourteen (14) days of the Company’s written notice identifying the breach; (b) any subscription fee remains unpaid following the expiry of the grace period set out in Clause 8.3; (c) the Client becomes insolvent, makes a general assignment for the benefit of its creditors, has a receiver or administrator appointed over any material part of its assets, passes a resolution for voluntary winding-up, or is ordered to be wound up by a court of competent jurisdiction; (d) the Client uses the Platform in any manner that the Company reasonably determines may expose the Company to legal, regulatory, or reputational risk; or (e) the Company is required to do so by any applicable law, court order, or direction of a competent regulatory authority. A suspension under this Clause does not constitute a waiver of the Company’s right to subsequently terminate.

Consequences of Termination: Upon termination or expiry for any reason: (a) all permissions granted to the Client shall immediately and automatically cease, and the Client shall immediately discontinue all access to and use of the Platform; (b) the return, retention, deletion, and anonymisation of Uploaded Documents and Client Data shall be governed by Clause 10.4; and (c) all accrued payment obligations of the Client shall remain immediately due and payable notwithstanding such termination or expiry.

Privacy and Data Protection

Usage of our Platform or online resources is subject to the Privacy Policy of the Company. Please read the Privacy Policy carefully. The Company reserves the right to add, change, or remove sections from the Privacy Policy without notice or liability to any third party.

Force Majeure

The Company shall not be in breach of these Terms or be liable to the other party for any failure or delay in performing its obligations hereunder to the extent that such failure or delay is caused by circumstances beyond the Company’s reasonable control, including without limitation: acts of God, natural disasters, fire, flood, storms, earthquakes, epidemic or pandemic (including any government-imposed measure in response thereto), war, armed conflict, terrorism, civil disturbance or unrest, action or inaction of government or public authorities, strikes or industrial action (other than strikes by the relevant party’s own employees), failure or interruption of telecommunications networks, failure of the internet or of third-party cloud infrastructure or platforms, or power failures (each, a “Force Majeure Event”). If a Force Majeure Event prevents the Company from providing material access to the Platform for a continuous period exceeding Forty five (45) days, either party may terminate the affected Subscription Plan on written notice, in which case the Company shall refund any prepaid fees for the unused portion of the Subscription Term affected. For the avoidance of doubt, a failure, outage, or degradation of any third-party cloud infrastructure or artificial intelligence model service on which the Platform relies, including services provided by Amazon Web Services, Microsoft Azure, Google Cloud, OpenAI, or Anthropic, shall constitute a Force Majeure Event to the extent such failure, outage, or degradation is beyond the Company’s reasonable control.

Severability

In the event that any provision of the Terms is determined to be invalid or unenforceable under the relevant law by a court of competent jurisdiction or an arbitral tribunal, said provision shall be deemed excluded from the Terms. The remaining part of the Terms shall be construed as if such provision had been excluded and shall be enforceable in accordance with its original terms. However, in such a scenario, the Terms shall be construed in a manner that preserves its intended legal effect.

Without prejudice to Clause 18.1, where a provision is found invalid or unenforceable only in part, or only as to certain circumstances, the competent court or arbitral tribunal shall have the power to modify or reform that provision to the minimum extent necessary to render it valid and enforceable while preserving, as closely as possible, its original commercial intent.

Waiver

No provision of these Terms shall be considered waived, and no breach shall be excused, unless such waiver or consent is in writing and signed by the Company. Any consent granted by the Company or any waiver of a breach by You, whether expressed or implied, shall not be construed as consent to, waiver of, or excuse for any other distinct or subsequent breach.

Governing Law

The parties agree that the Terms and any contractual obligation between the Company and the Client will be governed by the laws of India without regard to conflict-of-laws principles.

In the event of any dispute, the same shall be settled by binding arbitration conducted by a sole arbitrator, appointed jointly by both parties and governed by the Arbitration and Conciliation Act, 1996, as amended from time to time. The seat and venue of arbitration shall be Hyderabad, Telangana, and the arbitration proceedings shall be conducted in English. The law governing the arbitration agreement contained in this Clause shall be the laws of India.

The arbitral award shall be final and binding upon the Parties. The courts of competent jurisdiction at Hyderabad, Telangana, shall have exclusive supervisory jurisdiction over the arbitration proceedings; provided that either Party may seek interim or conservatory relief, or enforcement of the arbitral award, before any court of competent jurisdiction.

Grievance Redressal

The Company has established a Grievance Redressal Forum to address the Users’ grievances. If You are unhappy with any aspect of Our Services, please contact Our Grievance Redressal Officer, the details of which is provided below:

  • Name: C Lokesh Kumar
  • Address: #8-2-601/1/B, Mega City #452, Road No 10, Banjara Hills, Hyderabad – 500034, Telangana, India
  • Cell: +91 92479 99833
  • E-mail: contact.tractusiq@groupi2r.com

The Company shall acknowledge a grievance within forty-eight (48) hours of receipt and shall use reasonable endeavors to resolve it within thirty (30) days, subject to applicable law and the nature of the grievance.

Notices

Any notice required or permitted to be given under these Terms shall be in writing and shall be deemed validly given if delivered by email to the address last notified by the recipient, or, in the case of notice to the Company, to the email address published on the Platform for legal notices. A notice shall be deemed received on the business day following the day it is sent, provided no bounce-back or delivery failure notification is received. Notifications delivered through the Platform’s dashboard also constitute valid notice for operational (though not termination or breach) purposes.

Assignment and Business Continuity

The Client shall not assign, novate, or transfer any of its rights or obligations under these Terms without the Company’s prior written consent. The Company may assign, novate, or transfer these Terms, in whole or in part, without the Client’s consent, in connection with a merger, acquisition, corporate reorganisation, or sale of all or substantially all of the assets or business to which these Terms relate, provided the assignee agrees to be bound by these Terms.

Confidentiality

Each party shall keep the other party’s Confidential Information (as defined in Clause 1.7) confidential and shall not use it for any purpose other than performing its obligations or exercising its rights under these Terms, except as otherwise permitted under these Terms or with the disclosing party’s prior written consent. This Clause does not restrict the Company’s use of Client Data or Uploaded Documents as permitted elsewhere in these Terms.

Survival of Confidentiality. The obligations under this Clause 24 shall survive termination or expiry of these Terms for a period of three (3) years, except in respect of Confidential Information constituting a trade secret, for which such obligations shall survive for so long as that information remains a trade secret under applicable law.

Survival

Subject to the specific survival period in Clause 24.2, Clauses 1 (Definitions), 6.2 (Security Incident), 6.5 and 6.6 (Data Security), 7 (AI Training Limitations and Model Governance), 10 (Ownership of Uploaded Documents and Client Data), 11 (Ownership of Platform and its Functionalities), 12 (Disclaimer of Warranties), 13 (Limitation of Liability), 14 (Indemnification), 15.3 (Consequences of Termination), 20 (Governing Law), 24 (Confidentiality), and 26 (Limitation Period), together with any other provision that by its nature is intended to survive, shall survive termination or expiry of these Terms.

Limitation Period

No claim, regardless of form, arising out of or relating to these Terms or the Platform may be brought by either party more than twelve (12) months after the cause of action first accrued, except where a longer period is mandatorily required by applicable law.

Electronic Records and Communications

The Client agrees that the Company’s system-generated records, including access logs, timestamps, audit trails, and login history, shall constitute prima facie evidence of the matters recorded therein, without prejudice to either party’s right to adduce other evidence. Electronic communications, including email, platform notifications, and one-time passwords, are valid and binding forms of communication under these Terms.

Entire Agreement

These Terms constitute the subscription agreement between the Client and the Company regarding the Platform. Together with the Privacy Policy and any applicable Enterprise Addendum, they constitute the entire agreement between the Client and the Company regarding the Platform and supersede all prior discussions, proposals, representations, and subscription arrangements, whether written or oral. No separate subscription agreement is required unless the parties expressly agree otherwise in writing. In the event of a conflict, an Enterprise Addendum shall prevail over these Terms solely to the extent of the inconsistency, and these Terms shall prevail over the Privacy Policy on matters of contractual liability.