Terms of Service

These Terms of Service ("Terms") are an agreement between CMS Group, a sole proprietorship of Chaudhary Shivam Panwar, GSTIN 05EKTPP4834G1ZO, with its principal place of business at 01, Teachers Colony, Sahaspur, Dehradun, Uttarakhand 248197, India ("IdeaScore", "we", "us", "our"), and the organisation that creates an account, places an order or uses the Service ("Customer", "you"). They are published at /legal/terms.

If you accept these Terms on behalf of an organisation, you confirm that you have authority to bind it. If you do not have that authority, or do not agree, do not use the Service.

Summary (not part of the Terms). Your organisation owns its data; we process it only to run the Service for you. IdeaScore AI helps, but your people make the decisions. Fees are exclusive of GST. When you leave, you can take your data with you. Indian law applies.

1. Definitions

In these Terms:

• "Acceptable Use Policy" means the policy at /legal/acceptable-use.
• "Affiliate" means an entity that controls, is controlled by, or is under common control with a party.
• "Applicant" means a person who applies to, or takes part in, a Customer's programme through the Service, whether or not they sign in.
• "Beta Feature" means a feature, integration or interface we label "beta", "preview", "early access" or similar, including the IdeaScore API while it is in Public Beta.
• "Credits" means IdeaScore AI credits, whether included in a plan, granted for a trial, or bought as a pack or with IdeaScore AI Plus.
• "Customer Data" means data, including personal data, that the Customer, its Users or Applicants submit to the Service, or that the Service generates for the Customer from that data (for example scores, reports and IdeaScore AI outputs). It does not include Usage Data.
• "Data Processing Agreement" or "DPA" means the agreement at /legal/dpa.
• "Documentation" means our help centre, developer documentation and other user guides for the Service, as updated from time to time.
• "End User" means an Applicant, evaluator, juror, mentor or any other person who uses the Service through or because of the Customer, other than the Customer's own staff Users.
• "Fees" means the amounts payable for a Subscription, add-ons and Credits.
• "IdeaScore AI" means the artificial-intelligence features of the Service, and "AI Output" means content IdeaScore AI produces, such as scores, rationales, summaries, drafts and chat answers.
• "Order" means an order placed through the Service, an Order Form, a quotation or proposal the Customer accepts, or an invoice the Customer pays, in each case for a Subscription, add-ons or Credits.
• "Order Form" means a written ordering document signed or accepted by both parties that refers to these Terms.
• "Policies" means the Acceptable Use Policy, Privacy Policy, DPA, API Terms of Use, Cookie Notice, Refund and Cancellation Policy and AI Use Statement, each as updated under section 19.
• "Service" means the IdeaScore software-as-a-service platform for managing applications, evaluations and programmes, including IdeaScore AI, the IdeaScore API, our integrations, the Documentation and any updates we make available.
• "Subscription" means the Customer's right to use the Service under a plan for a Subscription Term, and "Subscription Term" means the period stated in the Order (or, if none is stated, one year from the date the Subscription starts).
• "Usage Data" means information about how the Service is used and performs (for example feature use, counts, error rates, response times and Credit consumption), that does not identify the Customer, any User or any Applicant.
• "User" means a person the Customer authorises to sign in to the Service on its behalf, including its staff and, where the Customer invites them, evaluators and other End Users.

2. The Agreement

2.1 Documents. The agreement between us consists of these Terms, any Order, the DPA and the other Policies. If they conflict, this order applies: (a) an Order Form, only for the Order it covers and only where it expressly overrides these Terms; (b) the DPA, for personal data; (c) these Terms; (d) the other Policies.

2.2 Acceptance. You accept these Terms by ticking a box or clicking a button that refers to them, by signing an Order Form, by paying an invoice that refers to them, or by using the Service. We record the version of these Terms a User accepts.

2.3 Business use. The Service is provided for business, institutional and professional purposes, not to consumers for personal, family or household use. The Customer confirms it is acting for the purposes of its organisation.

3. The Service

3.1 Access. Subject to these Terms and payment of the Fees, we grant the Customer a non-exclusive, non-transferable, non-sublicensable right, during the Subscription Term, to access and use the Service for its internal purposes, and to allow its Users and End Users to do so, within the limits of its plan (for example the number of programmes, Users or Credits).

3.2 Changes to the Service. We improve the Service continuously and may change, add or remove features. We will not make a change during a Subscription Term that materially reduces the core functionality of the Customer's plan, unless the change is needed for security, legal or regulatory reasons, or to replace a third-party service; in that case we will tell the Customer in advance where we reasonably can.

3.3 Availability and support. We aim to keep the Service available at all times, apart from planned maintenance (which we try to schedule outside Indian working hours and announce in advance where it is likely to interrupt the Service) and events outside our reasonable control. Unless an Order Form includes a service-level agreement, we do not commit to a specific uptime. Support is available through the Service and at support@ideascore.online; response times depend on the plan, as described in the Service.

3.4 Third-party services. The Service works with services we do not control, such as Google and Microsoft sign-in, payment providers, Zapier, Make, Slack and Microsoft Teams. If the Customer chooses to use one, its own terms apply between the Customer and that provider, and we are not responsible for it. We may stop supporting a third-party service if its provider stops making it available on reasonable terms.

3.5 Self-hosted deployments. On the Enterprise plan, the Customer may ask us to deploy the Service on infrastructure the Customer controls ("Self-Hosted Deployment"). A Self-Hosted Deployment is available only by a separate Order Form, which sets out the scope, the fees, the versions and updates we will supply, the support we give and the Customer's responsibilities for hosting, security, backups and availability. These Terms apply to a Self-Hosted Deployment, with the Order Form prevailing under section 2.1(a), except that: (a) the Customer, not us, is responsible for the infrastructure the Service runs on and for the availability, security and backup of the Customer Data held there; (b) sections 3.3 (availability) and 12 (termination and data) apply only to the extent the Order Form says so, because we do not hold the Customer Data; and (c) we access a Self-Hosted Deployment only when and as far as the Customer gives us access for support. The Data Processing Agreement applies to a Self-Hosted Deployment as section 2.4 of that agreement describes.

4. Accounts, Users and End Users

4.1 Accounts. The Customer must give accurate account information and keep it up to date. One person is the organisation's owner, who controls the account, its Users and its data.

4.2 Users. The Customer decides who its Users are and what each can see and do. It is responsible for its Users' acts and omissions as if they were its own, and for ensuring each User keeps their sign-in details confidential, uses a strong password and, where the Customer requires it, two-step sign-in. The Customer must tell us promptly at security@ideascore.online if it suspects unauthorised access.

4.3 End Users. Applicants and other End Users use the Service because the Customer invites them to apply, evaluate or take part. As between us and the Customer:

(a) the Customer is responsible for its programmes, its forms and their content, its communications to End Users, its selection criteria and its decisions;

(b) the Customer must give End Users any notice, and obtain any consent, the law requires for their data to be processed in the Service, including verifiable consent from a parent or lawful guardian for any End User under 18, as set out in the DPA; and

(c) an End User's relationship about the programme is with the Customer, not with us. End Users must follow the Acceptable Use Policy and the parts of these Terms that apply to them, and the Customer must not give End Users terms that conflict with these Terms.

4.4 Age. Users who sign in on the Customer's behalf must be at least 18. The Service is not directed at children.

5. Acceptable Use

5.1 The Customer must use the Service, and ensure its Users and End Users use it, in accordance with these Terms, the Documentation, the Acceptable Use Policy and applicable law.

5.2 The Customer must not, and must not allow anyone to: (a) sell, resell, rent or sublicense the Service, or make it available to anyone other than its Users and End Users; (b) copy, modify, or create derivative works of the Service; (c) reverse engineer, decompile or try to discover the Service's source code or models, except to the extent the law allows despite this restriction; (d) access the Service to build a competing product, or benchmark it for publication without our written consent; (e) bypass or probe any security, access, rate or usage limit, except under our vulnerability disclosure terms on the Security page; or (f) use the Service in breach of export-control or sanctions laws.

6. Customer Data

6.1 Ownership. As between the parties, the Customer (or its End Users or licensors) owns all rights in Customer Data. We claim no ownership of it.

6.2 Our licence to process. The Customer grants us a worldwide, non-exclusive, royalty-free licence, for the Subscription Term and the exit period in section 12, to host, copy, store, transmit, display, modify (for example to format, extract text, create previews and anonymise) and otherwise process Customer Data only as needed to: provide, secure and support the Service; carry out the Customer's instructions (including sending data to integrations it connects); prevent or address technical, security or abuse problems; and comply with law. Our sub-processors may do the same on our behalf under the DPA.

6.3 What we do not do. We do not sell Customer Data, use it for advertising, or use it to train or improve any artificial-intelligence model, ours or a third party's.

6.4 Personal data. Our processing of personal data within Customer Data is governed by the DPA. For that data the Customer is the Data Fiduciary (controller) and we are its Data Processor (processor).

6.5 Usage Data. We may collect and use Usage Data to operate, secure, bill for, support and improve the Service, and to publish statistics that do not identify the Customer, any User or any Applicant.

6.6 Customer responsibilities. The Customer is responsible for the accuracy, quality and legality of Customer Data and of the means by which it obtained it, and for keeping its own copies where it needs them. The Service lets the owner export the organisation's data at any time.

6.7 Deletion inside the Service. Some deletions can be undone for a limited time: a deleted team or programme can be restored for 30 days, after which it is removed permanently. Others, such as anonymising applications, take effect at once and cannot be undone from the Service. A programme under a legal hold, or one whose payment records must be kept (for example a CSR programme with a closed financial year or a released instalment, or a scholarship programme with a paid instalment), cannot be deleted; it can be archived instead. The Service asks for confirmation before such actions. We are not responsible for data the Customer or its Users delete.

7. IdeaScore AI

7.1 Assistive only. IdeaScore AI gives suggestions to help the Customer's people review applications. AI Output is generated automatically by language models, can be wrong, incomplete or biased, and may differ for similar inputs. The Customer's people make every decision about an Applicant: who is shortlisted, selected, rejected, funded or ranked. The Customer must not use AI Output as the sole basis for a decision that has legal or similarly significant effects on a person, and must have a human review AI Output before relying on it.

7.2 Customer choices. The Customer decides whether to use IdeaScore AI, for which programmes and applications, and with which instructions, rubric and settings. It can choose not to use IdeaScore AI, and an owner can switch IdeaScore AI off for the whole organisation in Settings. Where IdeaScore AI processes data outside India, an owner or administrator must accept that once in the Service before the first run.

7.3 Ownership of AI Output. As between the parties, AI Output generated for the Customer is Customer Data. We do not guarantee that AI Output is unique or that it does not resemble output generated for others.

7.4 Engine provider. IdeaScore AI runs on a third-party engine provider listed on the Sub-processors page. We use it under terms that prohibit it from training on Customer Data.

7.5 Credits. IdeaScore AI use consumes Credits as shown in the Service before each run. Credits are not money, have no cash value, cannot be transferred between organisations, and expire as stated in the Service (for example, Credits in a pack are valid for 12 months from purchase). Unused Credits are not refundable except as set out in the Refund and Cancellation Policy.

7.6 More information, including limits and how to opt out, is in the AI Use Statement.

8. The API and Beta Features

8.1 API. Use of the IdeaScore API is also subject to the API Terms of Use.

8.2 Beta Features. Beta Features are provided "as is", may change or be withdrawn at any time, may be less reliable than the rest of the Service, and are not covered by any service-level agreement. The Customer uses them at its own discretion. Our obligations on confidentiality and data protection still apply to Customer Data in Beta Features.

8.3 Demo sandbox. The public demo at https://try.ideascore.online contains fictional data only and is reset regularly. Do not put real personal data or confidential information into it.

9. Fees, Credits and Taxes

9.1 Fees. The Customer will pay the Fees in the Order. Unless an Order says otherwise, Subscriptions are billed yearly in advance, and Fees are non-cancellable and non-refundable except as set out in these Terms or the Refund and Cancellation Policy.

9.2 Payment. Fees bought through the Service are paid when ordered, through Razorpay (in Indian rupees) or Stripe (in other currencies). Invoiced Fees are due within 30 days of the invoice date, unless the invoice says otherwise. We do not store card or bank details.

9.3 Taxes. Fees are exclusive of taxes. The Customer will pay Goods and Services Tax ("GST") and any other applicable taxes, which we will show on a tax invoice issued in accordance with the Central Goods and Services Tax Act, 2017 and the rules under it. The Customer must give its correct legal name, billing address and GSTIN (if registered) before an invoice is issued; we are not responsible for loss of input tax credit caused by incorrect details the Customer gives. If the law requires the Customer to deduct tax at source (for example under the Income-tax Act, 1961), it may do so, and must give us the tax deduction certificate within the time the law requires so that we can claim credit for it; if it does not, it will pay us the amount deducted. For Customers outside India, Fees are exclusive of any withholding, sales, use or value-added taxes, which the Customer will pay or account for under its local law.

9.4 Late payment. If an invoiced amount is overdue, we may, after giving at least 14 days' written notice, charge interest at 1% a month (or the highest rate the law allows, if lower) on the overdue amount, and suspend the Service under section 11.2.

9.5 Price changes. We may change our prices. A change applies from the Customer's next Subscription Term or next purchase, not during a Subscription Term already paid for. We will give at least 30 days' notice of a price change that affects a renewal.

9.6 Renewal. Unless an Order says otherwise, Subscriptions do not renew automatically. We will use reasonable efforts to remind the Customer before its Subscription Term ends. Plan allowances of Credits are for the Subscription Term in which they are granted and do not carry over.

9.7 Disputed charges. If the Customer disputes a charge in good faith, it must tell us at billing@ideascore.online within 30 days of the invoice or payment, and pay the undisputed part. The parties will try to resolve the dispute promptly. Please contact us before raising a chargeback with your bank or card issuer.

10. Trials

10.1 We may offer a free trial (normally 7 days) with limited Credits. We may extend it once, by 3 days. A trial has no grace period: when it ends, the organisation becomes read-only unless the Customer buys a Subscription, and its data is kept as set out in section 12.

10.2 Trials are provided "as is", without any warranty, indemnity or service commitment from us, and our total liability for a trial is limited to INR 5,000. Data entered during a trial carries over if the Customer buys a Subscription; otherwise it is handled as set out in section 12.

11. Term and Suspension

11.1 Term. These Terms start when the Customer accepts them and continue until every Subscription Term (and the exit period in section 12) has ended.

11.2 Suspension. We may suspend the Customer's or a User's access to all or part of the Service, with notice where it is reasonably possible, if: (a) an invoiced amount is more than 30 days overdue after the notice in section 9.4; (b) use of the Service breaches the Acceptable Use Policy or poses a security risk to the Service or others; (c) we are required to by law, a court order or a direction of a competent authority; or (d) suspension is needed to prevent fraud or serious harm. We will limit a suspension to what is reasonably necessary, and lift it as soon as the cause is resolved. Suspension under (a) does not delete any Customer Data.

11.3 End of a Subscription Term. If a Subscription Term ends without renewal, the organisation stays fully usable for a grace period (14 days, unless the Order says otherwise) and then becomes read-only: Users can sign in and view data, but cannot change it.

12. Termination and Data

12.1 Termination for cause. Either party may terminate a Subscription by written notice if the other party: (a) materially breaches these Terms and does not cure the breach within 30 days of written notice describing it; or (b) becomes insolvent, enters liquidation or any analogous proceeding, or ceases to carry on business.

12.2 Termination for convenience. The Customer may stop using the Service at any time. Fees already paid are refundable only as set out in the Refund and Cancellation Policy and section 5.3 of the DPA.

12.3 Effect. When a Subscription ends or is terminated: (a) the rights granted in section 3.1 end, except as needed for the exit period below; (b) the Customer will pay all Fees due up to the end date; and (c) if we terminate for the Customer's uncured breach, no refund is due.

12.4 Exit period and return of data. For 90 days after a Subscription ends or is terminated (the "Exit Period"), we will keep the Customer's organisation in read-only mode. Throughout the Exit Period the owner can download a full organisation export from Settings at no charge (a ZIP file of its programmes, applications, evaluations, scores, decisions, people, audit log and uploaded files, in JSON and CSV formats with a README). An export is usually ready within minutes; the owner can start up to five a day, each download link works for 10 minutes, and each export file is deleted 24 hours after it is built. If the owner cannot use the export, we will help at support@ideascore.online. During the Exit Period the Customer may also renew. We will not delete the organisation during the Exit Period unless the owner asks us to in writing.

12.5 Deletion. We will delete the Customer's organisation and its Customer Data, including its support conversations with us, from the live Service within 30 days after the Exit Period (or within 30 days of the owner's written request, if the owner asks sooner), and confirm deletion on request. We email the owner 60, 30 and 7 days before the deletion date. Copies in encrypted backups are deleted as those backups expire (daily backups after about 30 days, monthly backups after about 12 months), and are not restored except to recover from an incident. We may keep information the law requires us to keep (for example invoices and tax records) and Usage Data.

12.6 Survival. Sections 6, 7.3, 9 (for amounts due), 12, 13, 14, 15.3, 16, 17, 20, 21 and 22, and any other provision that by its nature should survive, survive termination.

13. Confidentiality

13.1 Definition. "Confidential Information" means information one party (the "Discloser") gives the other (the "Recipient") that is marked confidential or that a reasonable person would understand to be confidential, including Customer Data, the non-public parts of the Service, pricing in an Order Form, and security information. It does not include information that: (a) is or becomes public through no fault of the Recipient; (b) the Recipient already knew without a duty of confidence; (c) the Recipient receives lawfully from a third party without a duty of confidence; or (d) the Recipient develops independently.

13.2 Obligations. The Recipient will: use Confidential Information only to perform or exercise its rights under these Terms; protect it with at least reasonable care; and disclose it only to its employees, contractors, sub-processors, Affiliates and professional advisers who need to know it and are bound by confidentiality obligations at least as protective as these.

13.3 Compelled disclosure. The Recipient may disclose Confidential Information if the law, a court or a competent authority requires it, after giving the Discloser prompt notice (where lawful) and reasonable help to seek protection.

13.4 These obligations last for the term of these Terms and five years after, and for as long as the information remains a trade secret or personal data.

14. Intellectual Property

14.1 Ours. We and our licensors own all rights in the Service, the Documentation, our brand, and everything we develop, including improvements, whether or not based on Usage Data or feedback. Except for the rights expressly granted in these Terms, no rights are transferred to the Customer.

14.2 Feedback. If the Customer or its Users give us suggestions or feedback, we may use them without restriction or payment, without identifying the Customer as their source.

14.3 Customer branding. The Customer grants us a licence to use its name and logo inside the Service and on its public programme pages as it configures them. We will not use the Customer's name or logo in our marketing without its prior written consent.

15. Warranties and Disclaimers

15.1 Mutual. Each party warrants that it has the authority to enter into these Terms.

15.2 Ours. We warrant that, during the Subscription Term: (a) the Service will perform materially as described in the Documentation; and (b) we will not materially decrease the overall security of the Service. If the Service does not, the Customer must tell us, and our sole obligation, and the Customer's exclusive remedy, is that we will use reasonable efforts to correct it, and, if we cannot within 30 days, the Customer may terminate the affected Subscription and receive a pro-rata refund of prepaid Fees for the remainder of its Subscription Term.

15.3 Disclaimer. Except as expressly stated in these Terms, and to the fullest extent the law allows, the Service, Beta Features, trials, the demo sandbox and AI Output are provided "as is" and "as available". We make no other warranty, express or implied, including warranties of merchantability, fitness for a particular purpose, accuracy, non-infringement, or that the Service will be uninterrupted or error-free. We do not warrant that AI Output is accurate, complete, fair or suitable for any decision.

16. Indemnities

16.1 By us. We will defend the Customer against any claim by a third party alleging that the Service, as we provide it, infringes that third party's intellectual property rights enforceable in India, and pay the damages and costs finally awarded against the Customer (or agreed by us in settlement). This does not apply to claims arising from Customer Data, third-party services, Beta Features, trials, use in breach of these Terms, or a combination of the Service with anything we did not provide. If such a claim is made or likely, we may obtain the right for the Customer to continue using the Service, modify it so it no longer infringes, or, if neither is reasonably possible, terminate the affected Subscription and refund prepaid Fees for the unused part of the Subscription Term. This section states our entire liability for infringement claims.

16.2 By the Customer. The Customer will defend us against any claim by a third party (including an End User or an authority) arising from: (a) Customer Data, including a claim that its collection or use breaches the law or a third party's rights; (b) the Customer's programmes, decisions or communications with End Users; or (c) use of the Service by the Customer, its Users or End Users in breach of these Terms or the Acceptable Use Policy; and pay the damages, fines (where the law allows them to be indemnified) and costs finally awarded against us or agreed by the Customer in settlement.

16.3 Procedure. The party seeking defence must notify the other promptly, give it sole control of the defence and settlement (but no settlement may admit fault by, or impose obligations on, the defended party without its consent), and give reasonable help at the other party's cost.

17. Limitation of Liability

17.1 Excluded losses. Neither party is liable to the other for any loss of profits, revenue, business, goodwill or anticipated savings, or for any indirect, consequential, special, incidental or punitive loss, however arising, even if it was foreseeable.

17.2 Cap. Each party's total liability arising out of or in connection with these Terms, in contract, tort (including negligence), breach of statutory duty or otherwise, is limited to the Fees paid and payable by the Customer under these Terms in the 12 months before the event giving rise to the claim (or, if no Fees were payable, INR 5,000).

17.3 Exceptions. Sections 17.1 and 17.2 do not limit: (a) the Customer's obligation to pay Fees; (b) either party's indemnity obligations under section 16; (c) liability for breach of section 13 (Confidentiality), which is instead limited to two times the cap in section 17.2; (d) liability for fraud, gross negligence or wilful misconduct; or (e) any liability that cannot be limited by law.

17.4 The Fees reflect the allocation of risk in this section, which is an essential basis of the bargain between the parties.

18. Content Hosted on the Service

18.1 Intermediary. For content that Customers, Users and End Users upload or publish, we act as an intermediary within the meaning of section 2(1)(w) of the Information Technology Act, 2000. We do not initiate the transmission of that content, select its receivers, or select or modify the information it contains, except as the Service does automatically (for example to create previews or extract text).

18.2 Rules for content. Users and End Users must not host, display, upload, modify, publish, transmit, store, update or share any information prohibited by rule 3(1)(b) of the Information Technology (Intermediary Guidelines and Digital Media Ethics Code) Rules, 2021, as set out in the Acceptable Use Policy.

18.3 Removal. If we receive actual knowledge, through a court order or a notification from the appropriate government or its agency, that content on the Service breaches the law, or a valid complaint under our grievance process, we will remove or disable access to it within the time the law requires, and may preserve related information for 180 days (or longer if a court or authority requires). Where reasonably possible, we will tell the Customer first. Complaints go to our Grievance Officer.

18.4 Our rights. If a User or End User breaches the Acceptable Use Policy, we may, after notifying the Customer where reasonably possible, remove the content, or suspend or end that person's access.

19. Changes to These Terms

19.1 We may update these Terms and the Policies. Each version has a number and an effective date, and is published at its /legal page. Earlier versions are available on request.

19.2 If a change is material and adverse to the Customer, we will give at least 30 days' notice by email to the Customer's owner or in the Service, unless the change is required sooner by law or relates to a new feature, in which case it applies from when we publish it. If the Customer objects to a material adverse change, it may terminate its Subscription by written notice before the change takes effect and receive a pro-rata refund of prepaid Fees for the unused part of the Subscription Term. Continued use after the effective date means acceptance.

19.3 Changes to an Order Form must be in writing and agreed by both parties.

20. Notices

20.1 To us. Legal notices to us must be sent by email to legal@ideascore.online and, for notices of breach, termination or a dispute, also by registered post or courier to CMS Group, 01, Teachers Colony, Sahaspur, Dehradun, Uttarakhand 248197, India.

20.2 To the Customer. We may send notices to the email address of the Customer's owner or billing contact, or show them in the Service. Notices about changes to the Policies may be given by publishing them with notice in the Service.

20.3 Email notices are received when sent, unless the sender receives an error message; posted notices are received three business days after posting.

21. Governing Law and Dispute Resolution

21.1 Governing law. These Terms, and any dispute or claim arising out of or in connection with them (including non-contractual disputes), are governed by the laws of India.

21.2 Talk first. The parties will first try to resolve any dispute by negotiation between senior representatives, starting with a written notice describing the dispute. If it is not resolved within 30 days of that notice, either party may refer it to arbitration under section 21.3.

21.3 Arbitration. Any dispute between IdeaScore and the Customer arising out of or in connection with these Terms, including any question about their existence, validity or termination, will be finally resolved by arbitration under the Arbitration and Conciliation Act, 1996, by a sole arbitrator appointed by agreement of the parties or, failing agreement within 30 days, in accordance with that Act. The seat and venue of arbitration is Dehradun, Uttarakhand. The arbitration will be conducted in English. The parties may agree to hold hearings online. The award is final and binding.

21.4 Courts. Subject to section 21.3, the courts at Dehradun, Uttarakhand, India have exclusive jurisdiction, including for: interim or injunctive relief (including under section 9 of the Arbitration and Conciliation Act, 1996); claims to protect intellectual property or Confidential Information; the collection of undisputed Fees; and any dispute with a person who is not a party to an arbitration agreement under these Terms.

21.5 Nothing in this section prevents a person from making a complaint to the Data Protection Board of India, a supervisory authority, or another authority with jurisdiction.

22. General

22.1 Assignment. Neither party may assign or transfer these Terms without the other's prior written consent (not to be unreasonably withheld), except that either party may assign them, on written notice, to an Affiliate or to a successor in a merger, acquisition, corporate reorganisation or sale of all or substantially all of its relevant business or assets, including a transfer by us of the IdeaScore business to a company we incorporate for it. The Customer agrees to execute any novation reasonably needed for such a transfer.

22.2 Force majeure. Neither party is liable for delay or failure to perform (other than payment obligations) caused by events beyond its reasonable control, such as natural disasters, epidemics, war, terrorism, riots, government action, labour disputes not involving its own staff, failures of the internet, power or third-party hosting, or denial-of-service attacks, provided it takes reasonable steps to limit the effects.

22.3 Subcontracting. We may use subcontractors and sub-processors to perform our obligations, and remain responsible for them.

22.4 Independent parties. The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency or employment relationship.

22.5 No third-party rights. No one other than the parties (and their permitted successors) has any right to enforce these Terms, except as the SCCs in the DPA provide.

22.6 Entire agreement. These Terms, the Orders and the Policies are the entire agreement between the parties on their subject matter, and replace all earlier agreements and understandings about it. Terms in a Customer purchase order or vendor form do not apply, even if we accept or sign it.

22.7 Severability and waiver. If any provision is found invalid or unenforceable, it will be enforced to the maximum extent possible and the rest remains in effect. A failure or delay in exercising a right is not a waiver of it.

22.8 Anti-corruption and sanctions. Each party will comply with applicable anti-corruption laws, including the Prevention of Corruption Act, 1988. The Customer confirms that it is not subject to sanctions that would prohibit us from dealing with it.

22.9 Electronic records. These Terms are an electronic record under the Information Technology Act, 2000, and do not require a physical or digital signature to be binding.

22.10 Language. These Terms are written in English. Any translation is for convenience only; the English version prevails.

23. Contact

• General and support: support@ideascore.online
• Billing: billing@ideascore.online
• Legal notices: legal@ideascore.online
• Grievance Officer: Dibyendu Ganguly, grievance@ideascore.online, +91 89173 60065