Terms of Service

These Terms of Service ("Terms") constitute a legally binding agreement between Traiq Tech Private Limited ("Traiq Tech," "we," "us," "our") and the entity or individual ("Customer," "you," "your") accessing or using the Traiq Tech enterprise ERP platform, APIs, documentation, and associated services (collectively, the "Services"). By clicking 'I Agree,' signing an Order Form, or by accessing or using the Services, you confirm that you have read, understood, and agree to be bound by these Terms.

If you are accepting on behalf of an organization or other legal entity, you represent and warrant that you have full authority to bind that entity to these Terms. If you do not have such authority, or if you disagree with any provision of these Terms, you must not access or use the Services. These Terms apply to all users of the Services, including administrators, end-users, integrators, and API consumers operating under an enterprise license.

These Terms incorporate by reference our Privacy Policy, Data Processing Agreement (DPA), Acceptable Use Policy, and any Order Form, Service Level Agreement (SLA), or Statement of Work (SOW) executed between Traiq Tech and the Customer. In the event of a conflict between these Terms and an Order Form, the Order Form shall govern for the specific deployment described therein.

Subject to your compliance with these Terms and timely payment of all applicable fees, Traiq Tech grants you a limited, non-exclusive, non-transferable, non-sublicensable license to access and use the Services during the subscription term solely for your internal business operations and in accordance with the documentation provided. This license does not include any right to modify, adapt, translate, reverse-engineer, decompile, disassemble, or create derivative works based on the Services.

The Services are provided as cloud-based software-as-a-service (SaaS). Traiq Tech retains all rights, title, and interest in and to the Services, including all intellectual property rights therein. Nothing in these Terms transfers ownership of the Services or any component thereof to the Customer. The Customer acknowledges that the Services may be updated, modified, or enhanced by Traiq Tech from time to time, and that such updates are provided as part of the subscription.

You agree to use the Services only for lawful purposes consistent with all applicable laws, regulations, and industry standards in the jurisdictions where you operate. You shall not use the Services in any way that could damage, disable, overburden, or impair the performance of the platform, or interfere with any other party's use of the Services. Traiq Tech reserves the right to monitor platform usage for compliance, security, and operational purposes.

The Customer is responsible for ensuring that the Services are configured appropriately for their specific regulatory environment. Traiq Tech provides configuration options to support compliance with various frameworks, but ultimate compliance responsibility rests with the Customer organization and its authorized administrators.

The Customer is responsible for: (a) maintaining the security and confidentiality of all login credentials and authentication tokens; (b) ensuring that all authorized users comply with these Terms and any Acceptable Use Policy; (c) promptly notifying Traiq Tech of any unauthorized access or suspected security breach; and (d) maintaining accurate and current account and billing information throughout the subscription term.

Administrators designated by the Customer organization hold elevated privileges within the platform and bear responsibility for user provisioning, access controls, data governance settings, and compliance configurations. Traiq Tech provides comprehensive role-based access controls (RBAC) and audit logging tools to support this responsibility. Customers are strongly advised to implement multi-factor authentication (MFA) for all administrator accounts, and MFA is mandatory for Enterprise tier subscribers.

Each user account is personal and non-transferable. Sharing login credentials between individuals is prohibited. Enterprise subscription fees are based on provisioned seat counts; the Customer must purchase additional licenses before provisioning users beyond the contracted quantity. Traiq Tech monitors seat utilization and will invoice for overages pursuant to the pricing in the applicable Order Form.

The Customer is solely responsible for the accuracy, completeness, and legality of all data uploaded to or processed through the Services. Traiq Tech is a data processor and will not independently verify the accuracy of customer data. Customers should maintain independent records of critical operational data and should not rely exclusively on the Services as their sole record system without appropriate backup and export procedures.

Access to the Services requires a paid subscription. Subscription fees, billing frequency, payment terms, and included feature tiers are specified in the applicable Order Form. Annual subscriptions are invoiced upfront at the start of each subscription year. Monthly subscriptions are invoiced in advance on the first day of each calendar month. All fees are quoted exclusive of applicable taxes (including GST, VAT, or withholding taxes), which are the Customer's responsibility.

Payments are due within the net payment terms specified in the Order Form (typically Net-30 for enterprise customers). Traiq Tech reserves the right to suspend access to the Services for accounts with overdue invoices, following written notice and a cure period of 15 days. Reactivation after suspension may incur an administrative fee. Disputed invoices must be raised in writing within 30 days of the invoice date; amounts not disputed in this period are deemed accepted.

Subscriptions renew automatically for successive terms of the same duration unless either party provides written notice of non-renewal at least 60 days before the end of the then-current term (or as specified in the Order Form). At renewal, Traiq Tech may adjust subscription fees with at least 60 days' prior written notice. Price increases will not exceed the higher of 5% or the applicable Consumer Price Index (CPI) adjustment for annual renewals.

Refunds are not provided for unused portions of subscription terms, partial months, or feature access not utilized. Exceptions apply where Traiq Tech fails to meet its uptime SLA commitments, in which case service credits are issued as defined in the SLA Addendum. Enterprise customers may negotiate custom termination-for-convenience provisions in their MSA.

Enterprise subscribers are granted additional capabilities, including dedicated infrastructure options, custom data residency configurations, SSO/SAML integration, advanced RBAC and audit features, SLA guarantees, and priority support. Enterprise-specific features are subject to the terms of the applicable Enterprise License Agreement (ELA) and any supplementary Technical Addenda.

Enterprise deployments may integrate with the Customer's existing identity providers, enterprise resource planning systems, and third-party services via Traiq Tech's published API. API usage is subject to rate limits specified in the documentation and in the Order Form. Exceeding API rate limits may result in temporary throttling; persistent overages above contracted API call volumes will be billed at the overage rate in the Order Form.

Enterprise customers engaged in multi-entity, multi-region, or multi-tenant deployments (such as conglomerates managing subsidiaries across different countries) must ensure that each operating entity using the Services is covered under the applicable license. Usage by unlicensed entities is a material breach of these Terms. Traiq Tech offers consolidated enterprise pricing for multi-entity deployments — contact your account manager for licensing guidance.

The Customer shall not, and shall not permit any user or third party to: (a) license, sublicense, sell, resell, transfer, assign, or commercially exploit the Services or any component thereof without prior written consent from Traiq Tech; (b) copy, reproduce, or create derivative works based on the Services, platform interface, or documentation; (c) frame or mirror any part of the Services on any other server or device; (d) reverse-engineer, decompile, or disassemble any part of the Services; or (e) access the Services to build a competing product or service.

The Customer shall not use the Services to: transmit malware, viruses, or other malicious code; engage in unauthorized data scraping, crawling, or harvesting; circumvent technical access controls or rate limits; conduct penetration tests or security assessments without prior written authorization from Traiq Tech's security team; process data in violation of applicable privacy laws; or engage in any activity that constitutes harassment, discrimination, or violation of any third-party rights.

Traiq Tech reserves the right to suspend or terminate access to the Services immediately and without notice if the Customer is found to be in violation of these Restrictions, or if continued access poses a risk to the security, integrity, or availability of the Services for other customers. Traiq Tech will provide notice of suspension or termination unless doing so would exacerbate a security risk.

Traiq Tech retains all intellectual property rights in and to the Services, including all software, algorithms, machine learning models, documentation, trademarks, service marks, logos, and trade dress associated with the Traiq Tech brand. Nothing in these Terms grants the Customer any rights in Traiq Tech intellectual property beyond the limited license expressly stated herein.

Customer Data — all data submitted to the Services by the Customer or its users — remains the property of the Customer. The Customer grants Traiq Tech a limited, non-exclusive license to process Customer Data solely for the purpose of providing and improving the Services as described in the Privacy Policy and DPA. Traiq Tech will not use Customer Data for any other purpose, including training AI or machine learning models.

The Customer grants Traiq Tech the right to use the Customer's company name and logo in marketing materials, customer lists, and case studies, subject to the Customer's prior approval of each specific use. Customers may opt out of this usage by notifying their account manager in writing. Approval once given may be withdrawn with 30 days' written notice for prospective uses.

Feedback, suggestions, and ideas submitted by Customers or users regarding the Services ("Feedback") may be used by Traiq Tech without restriction or compensation to improve the platform. The Customer waives any intellectual property rights in such Feedback and acknowledges that Traiq Tech may incorporate it into the Services without acknowledgment or payment.

Either party may terminate these Terms and any associated Order Form upon: (a) material breach by the other party that remains uncured for 30 days following written notice describing the breach in reasonable detail; (b) the other party becoming insolvent, making a general assignment for the benefit of creditors, or having a receiver appointed; or (c) the other party ceasing to conduct business in the normal course. Traiq Tech may terminate for cause immediately upon detection of material violations of the Restrictions section or applicable law.

Upon termination, the Customer's right to access the Services ceases immediately. The Customer shall have 90 days from the effective date of termination to export Customer Data using Traiq Tech's standard data export tools. After this period, Traiq Tech will delete Customer Data in accordance with its data retention policies. Traiq Tech will issue a written deletion confirmation upon request.

Termination does not relieve the Customer of payment obligations for the current subscription period. Fees paid in advance are non-refundable except where Traiq Tech terminates the agreement due to its own material breach. Provisions that by their nature should survive termination — including Intellectual Property, Limitation of Liability, Confidentiality, and Governing Law — shall survive.

Each party represents and warrants that it has the legal authority to enter into these Terms. Traiq Tech warrants that it will provide the Services with reasonable skill and care and substantially in accordance with the documentation applicable to your subscription tier.

EXCEPT AS EXPRESSLY STATED IN THESE TERMS, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, TRAIQ TECH DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

Traiq Tech does not warrant that the Services will be uninterrupted, error-free, or completely secure, or that all defects will be corrected. Any uptime or availability commitments apply only as expressly set out in a Service Level Agreement (SLA) executed with the Customer; in the absence of a signed SLA, the Services are provided without an availability guarantee. The Customer is responsible for evaluating whether the Services meet its requirements before relying on them for business-critical operations.

Some jurisdictions do not allow the exclusion of certain implied warranties, so some of the above exclusions may not apply to you. In that case, such warranties are limited to the minimum scope and duration permitted by applicable law.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL TRAIQ TECH OR ITS OFFICERS, DIRECTORS, EMPLOYEES, LICENSORS, OR SERVICE PROVIDERS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST DATA, LOSS OF GOODWILL, BUSINESS INTERRUPTION, OR OTHER INTANGIBLE LOSSES, ARISING FROM YOUR ACCESS TO OR USE OF (OR INABILITY TO ACCESS OR USE) THE SERVICES.

TRAIQ TECH'S TOTAL CUMULATIVE LIABILITY TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, SHALL NOT EXCEED THE GREATER OF: (A) THE TOTAL FEES PAID BY YOU TO TRAIQ TECH IN THE 12-MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM; OR (B) USD 10,000.

THE LIMITATIONS IN THIS SECTION APPLY REGARDLESS OF THE FORM OF ACTION AND EVEN IF TRAIQ TECH HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW EXCLUSION OF CERTAIN WARRANTIES OR LIMITATION OF CERTAIN LIABILITIES, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. IN SUCH CASES, TRAIQ TECH'S LIABILITY WILL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.

Nothing in these Terms limits Traiq Tech's liability for: (a) death or personal injury caused by negligence; (b) fraud or fraudulent misrepresentation; (c) any liability that cannot be excluded or limited by applicable law; or (d) indemnification obligations under the applicable enterprise agreement for third-party IP infringement claims.

Neither party shall be liable for any failure or delay in performing its obligations under these Terms (other than the Customer's payment obligations) to the extent such failure or delay results from causes beyond its reasonable control, including but not limited to acts of God, natural disasters, fire, flood, earthquake, epidemic or pandemic, war, terrorism, civil unrest, governmental action or sanctions, labor disputes, failures of telecommunications or internet service providers, power outages, or the failure or unavailability of third-party hosting, cloud, or infrastructure providers (a "Force Majeure Event").

The affected party shall notify the other party of the Force Majeure Event as soon as reasonably practicable, shall use commercially reasonable efforts to mitigate its effects, and shall resume performance promptly once the event has ceased. The affected party's obligations are suspended for the duration of the Force Majeure Event.

If a Force Majeure Event continues for more than sixty (60) consecutive days, either party may terminate the affected Order Form upon written notice without liability, except for obligations that accrued before the Force Majeure Event. Nothing in this section relieves the Customer of its obligation to pay amounts due for Services rendered prior to the Force Majeure Event.

These Terms are governed by and construed in accordance with the laws of India, specifically the Indian Contract Act 1872, the Information Technology Act 2000 (as amended), the Digital Personal Data Protection Act 2023, and other applicable Indian legislation, without regard to conflict-of-law principles. The United Nations Convention on Contracts for the International Sale of Goods (CISG) does not apply to these Terms.

Any dispute, controversy, or claim arising out of or in connection with these Terms, including their formation, validity, performance, interpretation, or termination, shall first be subject to good-faith negotiation between the parties for a period of 30 days from written notice of the dispute. If not resolved through negotiation, the dispute shall be referred to and finally resolved by arbitration administered under the rules of the Indian Council of Arbitration (ICA), with the seat of arbitration in Tamil Nadu, India, and proceedings conducted in English.

For customers located in the European Economic Area, the arbitration commitment does not affect your right to bring claims before your local supervisory authority under GDPR. For customers in the United States, disputes may alternatively be resolved in the courts of Tamil Nadu, India, to which both parties irrevocably submit exclusive jurisdiction for matters not subject to arbitration.

For general legal inquiries, questions about these Terms, or to report violations, please contact: Email: legal@traiq-tech.com | Mailing Address: Legal Department, Traiq Tech Private Limited, Rajapalayam, Tamilnadu, India.

For enterprise contract inquiries, renewals, or amendments, please contact your assigned Account Manager or reach the contracts team at contracts@traiq-tech.com. For security disclosures, use security@traiq-tech.com. We endeavor to respond to all formal legal inquiries within 10 business days.