Terms & Conditions

Definitions

For the purposes of these Terms, the following definitions apply:

Services & Scope

2.1 Platform Deployment

Pravakta agrees to deploy, configure, and make available the Platform on the Customer's designated Infrastructure. The specific deployment scope, timelines, and technical specifications are set out in the applicable Order Form and Statement of Work.

2.2 Professional Services

Deployment engineering, onboarding, and training services are provided under a separate Statement of Work (“SOW”). Ongoing managed services, if elected, are governed by the applicable managed services addendum.

2.3 Modifications

Pravakta reserves the right to modify, enhance, or deprecate features of the Platform with reasonable notice. Material changes affecting core functionality will be communicated at least 60 days in advance.

Account & Access

The Customer must designate authorised administrators for the Platform management console. The Customer is responsible for: (a) maintaining the confidentiality of all access credentials; (b) all activities that occur under its accounts; and (c) promptly notifying Pravakta of any suspected unauthorised access.

Pravakta's engineers will require temporary, audited access to Customer Infrastructure only for: deployment activities (per SOW), and specific, Customer-authorised support engagements. Such access requires written authorisation and is logged in full.

Licence Grant

4.1 Platform Licence

Subject to these Terms and payment of applicable fees, Pravakta grants the Customer a non-exclusive, non-transferable licence to use the Platform solely on the Customer's Infrastructure for the Customer's internal business purposes during the Subscription Term.

4.2 Restrictions

The Customer must not:

• Sub-license, resell, or white-label the Platform without prior written authorisation from Pravakta
• Reverse-engineer, decompile, or extract source code from any component of the Platform
• Use the Platform to develop a competing product or service
• Remove or obscure any proprietary notices or markings in the Platform

4.3 Model Weights

Pravakta-provided base model weights are licensed, not sold. Fine-tuned model weights generated exclusively from Customer Data on Customer Infrastructure are owned by the Customer.

Customer Data & Ownership

The Customer retains full ownership of all Customer Data at all times. Pravakta will not access, process, transfer, or disclose Customer Data except:

• As expressly authorised in writing by the Customer (e.g. for a specific support engagement)
• As required by applicable law (with prior notice to Customer where legally permitted)

Intellectual Property

Pravakta retains all right, title, and interest in the Platform, its underlying technology, algorithms, and all improvements, enhancements, and derivative works created by Pravakta.

The Customer retains ownership of: its own data and content; customer-specific configurations, prompt templates, and workflow customisations created by the Customer; and fine-tuned model weights trained exclusively on Customer Data.

Fees & Payment

Fees are as specified in the applicable Order Form. All fees are in Indian Rupees (INR) or US Dollars (USD) as stated in the Order Form, and are exclusive of applicable taxes.

Subscription fees are invoiced annually in advance. Payment is due within 30 days of invoice date. Late payments bear interest at 1.5% per month.

Service Level Agreement

Pravakta provides a 99.9% uptime SLA for the Platform software components deployed on Customer Infrastructure, measured excluding scheduled maintenance windows.

SLA credits apply only to Platform software defects, not to Infrastructure availability, network issues, or third-party service failures outside Pravakta's reasonable control.

Confidentiality

Each party agrees to keep confidential all non-public information disclosed by the other party that is marked as confidential or that a reasonable person would understand to be confidential.

Confidentiality obligations survive termination of this Agreement for a period of 5 years, except for trade secrets which are protected indefinitely.

Representations & Warranties

Pravakta warrants that the Platform will substantially conform to the Documentation and that it has the right to grant the licences set out in Section 4.

Limitation of Liability

Pravakta's aggregate liability for all claims arising under this Agreement will not exceed the total fees paid by the Customer in the 12 months immediately preceding the claim.

Indemnification

Pravakta will defend and indemnify the Customer against third-party claims that the Platform infringes any intellectual property right, subject to prompt notification and control of the defence.

Term & Termination

This Agreement continues for the Initial Subscription Term specified in the Order Form and auto-renews for successive 12-month periods unless notice of non-renewal is given at least 60 days prior.

Governing Law & Disputes

This Agreement is governed by the laws of India. Disputes shall be resolved through binding arbitration in Mumbai in accordance with the Arbitration and Conciliation Act, 1996.

General Provisions

• These Terms constitute the entire agreement between the parties.
• Neither party may assign this Agreement without prior written consent.
• Invalid provisions shall be severed without affecting the remaining Agreement.
• The parties are independent contractors.