These Terms of Use (“Terms”) govern your use of the website at neuroncx.in, the NeuronCx platform, and any trial, demo, sandbox or other online service that links to these Terms (together, the “Services”). The Services are provided by Neuron Cognitive OPC Private Limited, a company incorporated in India and based in Bengaluru, Karnataka (“NeuronCx”, “we”, “us” or “our”). “You” means the person using the Services and, where you use them on behalf of a company, institution or other organisation, that organisation as well.

Please read these Terms carefully. They form a binding agreement between you and NeuronCx, and this page is an electronic record under the Information Technology Act, 2000, so it does not need a physical or digital signature to take effect.

1. Accepting these Terms

You accept these Terms either by clicking to accept or agree to them where we give you that option, or simply by using the Services, in which case we treat your use as acceptance from that point onwards. If you use the Services on behalf of an organisation, you confirm that you have the authority to accept these Terms for it. If you do not agree with any part of these Terms, you must not use the Services.

2. How these Terms relate to your customer agreement

If your organisation has signed a master services agreement, order form, pilot agreement or other written contract with NeuronCx (a “Customer Agreement”), that Customer Agreement governs your subscription, fees, service levels and data processing. These Terms apply alongside it, and where the two conflict, the Customer Agreement prevails.

Some modules, deployment options or offers may come with their own additional terms, which we will show you before you use them. Those additional terms form part of these Terms, and where they conflict with these Terms, the additional terms prevail for that module or offer.

3. Who can use the Services

You must be at least 18 years old and able to enter into a binding contract under the Indian Contract Act, 1872 to use the Services. The Services are built for businesses and institutions, not for personal or household use, and you must not use them if you are barred from doing so under any applicable law.

4. Changes to the Services

We regularly add, change and retire features, so the Services may differ from what is described on the website at any given time. We may suspend, change or withdraw any part of the Services, including the website, for maintenance, security, legal reasons or any other reason. Where your Customer Agreement requires us to give you notice of a change, we will do so as it sets out.

5. Accounts, passwords and access

When you or your organisation set up an account, you are responsible for keeping your login details confidential and for all activity that takes place under your account. Your organisation’s administrators are responsible for assigning roles, deciding what each user can see and do, and removing access for people who leave.

You must not use anyone else’s login details, share your own with others, or try to get around the roles and permissions set for your account. If you become aware of any unauthorised use of your account or any other breach of security, you must tell us in writing straight away at [email protected]. We are not liable for any loss that results from someone else using your password or account, whether or not you knew about it, unless that loss was caused by our own failure to meet our obligations.

6. Acceptable use

You agree not to use the Services, or let anyone else use them, to:

break any law or regulation, or infringe anyone’s rights, including their privacy and intellectual property rights;

send messages, calls or campaigns to people who have not given the consent the law or the channel requires, or in breach of the rules of the messaging, telephony or email provider you use, including the Telecom Commercial Communications Customer Preference Regulations, 2018 for calls and SMS in India;

upload, store or process personal data or other content that you do not have the right to use, or that is unlawful, misleading, abusive or harmful;

upload malware, or try to probe, scan, test or breach the security of the Services or any system connected to them;

copy, modify, reverse engineer or decompile any part of the Services, except to the extent the law allows despite this restriction;

scrape, crawl or extract data from the Services by automated means, other than through the APIs and exports we provide;

overload or disrupt the Services, or interfere with other customers’ use of them;

impersonate any person or organisation, or misrepresent where a message comes from; or

resell, sublicense or provide the Services to third parties, or use them to build a competing product, unless your Customer Agreement allows it.

7. Your data

You keep all rights in the data and content that you or your users load into the Services or collect through them, including customer records, messages, call recordings and knowledge base content (“Customer Data”). You give NeuronCx permission to host, copy, process and display Customer Data only as needed to provide, support, secure and improve the Services for you, and as set out in your Customer Agreement.

You are responsible for the accuracy of Customer Data and for having a lawful basis to collect and use it, including giving notices to and obtaining consent from your own customers where the law requires. Under the Digital Personal Data Protection Act, 2023, for Customer Data that contains personal data, your organisation is generally the data fiduciary and NeuronCx processes that data on your behalf and on your instructions.

We may use information about how the Services are used, such as feature usage and performance data, to operate and improve the Services, provided that this information does not identify you, your users or your customers.

Personal data that we collect from visitors to our website, for example through our contact form, is handled as described in our Privacy Policy at /privacy-policy.

8. AI agents and automated outputs

The Services include AI agents and automated workflows that can draft and send replies, update records, book appointments, run campaigns, summarise and score calls, and take other actions based on the content, rules and settings you provide. You decide which actions run automatically, which need a person to approve them, and when an agent should hand a customer over to your team.

Automated outputs can be incomplete or wrong, so you are responsible for configuring the Services appropriately, reviewing outputs where it matters, and keeping the content agents rely on accurate and up to date. Outputs from the Services are not medical, legal, financial or other professional advice, and you must not rely on them as a substitute for the judgement of a qualified person, or use them to make decisions with legal or similarly significant effects on individuals without human review.

9. Third-party services and integrations

The Services work with third-party services, such as messaging channels, telephony providers, email providers, payment gateways and the business systems you connect through our integrations. When you connect a third-party account, you authorise NeuronCx to access that account and send and receive data through it, as needed for the integration you have set up.

Your use of any third-party service is governed by that provider’s own terms and policies, which you are responsible for following. We do not control third-party services and are not responsible for their availability, accuracy, security or actions, including a provider’s decision to limit or suspend your account with them.

10. Fees

Paid Services are charged at the fees, billing terms and taxes set out in your Customer Agreement or order form. Fees are exclusive of goods and services tax and other applicable taxes unless stated otherwise. Free trials, pilots and demos are offered for evaluation only, may be limited or ended at any time, and come with no commitment to continue them.

11. Intellectual property

The Services, including the software, website, design, text, graphics, documentation and the NeuronCx name and logo, are owned by NeuronCx or its licensors and are protected by intellectual property laws. Apart from the rights expressly given to you in these Terms or your Customer Agreement, no rights are transferred to you.

You may view and print pages of our website for your own information or your organisation’s internal evaluation of the Services, provided you do not change them or remove any copyright or other notices.

12. Feedback

If you send us suggestions, ideas or other feedback about the Services, we may use them freely to improve our products without any obligation to you.

13. Information on our website

Content on our website, including product descriptions, case studies and figures, is provided for general information. Features and deployment options vary by plan, region and configuration, and figures from client deployments reflect those deployments and are not a promise of the results you will get. Nothing on the website is an offer to contract; the scope of what we provide is set out in your Customer Agreement.

14. Confidential information

If, during a demo, trial or sales discussion, either of us shares information that is marked confidential or would reasonably be understood to be confidential, the receiving party will use it only for that discussion and will not disclose it to others, except where the law requires. Where a Customer Agreement or non-disclosure agreement is in place, its confidentiality terms apply instead.

15. Disclaimers

To the extent permitted by law, and except as expressly stated in your Customer Agreement, the Services are provided “as is” and “as available”, without warranties of any kind, whether express or implied, including warranties of merchantability, fitness for a particular purpose and non-infringement. We do not promise that the Services will be uninterrupted, error-free or free of harmful components, or that automated outputs will be accurate in every case.

16. Limitation of liability

To the extent permitted by law, NeuronCx will not be liable for any indirect, incidental, special or consequential loss, or for any loss of profits, revenue, business, goodwill or data, arising out of or in connection with these Terms or the Services, even if we were told such loss was possible.

To the extent permitted by law, our total liability arising out of or in connection with these Terms or the Services is limited to the fees you paid to NeuronCx for the Services in the 12 months before the event giving rise to the claim. Where you have a Customer Agreement, the liability terms in that agreement apply instead of this section. Nothing in these Terms limits liability that cannot be limited under applicable law, including liability for fraud.

17. Indemnity

You agree to indemnify and hold harmless NeuronCx, its directors, employees and partners against any claims, losses, damages and costs, including reasonable legal fees, arising from your breach of these Terms, your Customer Data, the messages and campaigns you send through the Services, or your breach of any law or of the rights of any third party.

18. Suspension and termination

We may suspend or end your access to all or part of the Services, with or without notice, if you breach these Terms, if we need to do so to comply with the law or a request from a government authority, if your use creates a risk to the Services, to other customers or to any third party, or if fees are overdue under your Customer Agreement. You may stop using the Services at any time, and the end of a paid subscription is governed by your Customer Agreement.

Sections 7, 11, 15, 16, 17, 20 and 21, and any other terms that by their nature are meant to continue, will survive the end of your use of the Services.

19. Changes to these Terms

We may update these Terms from time to time, and the date at the top of this page shows when they last changed. Where a change is material, we will give customers reasonable notice by email or within the platform before it takes effect. If you continue to use the Services after the updated Terms take effect, you accept them; if you do not agree with them, you must stop using the Services.

20. Governing law and disputes

These Terms are governed by the laws of India. If a dispute arises out of or in connection with these Terms or the Services, we will each first try to resolve it in good faith through discussion for 30 days after one of us gives written notice of it to the other.

If the dispute is not resolved in that time, it will be referred to and finally resolved by arbitration by a sole arbitrator appointed by mutual agreement, under the Arbitration and Conciliation Act, 1996. The seat and venue of arbitration will be Bengaluru, Karnataka, and the proceedings will be conducted in English. Subject to this, the courts at Bengaluru, Karnataka will have exclusive jurisdiction over any matter arising out of these Terms.

21. General

These Terms, together with our Privacy Policy and any Customer Agreement or additional terms that apply, make up the entire agreement between you and NeuronCx about the Services. If any part of these Terms is found to be invalid or unenforceable, the rest will remain in effect. Our failure to enforce any right under these Terms is not a waiver of that right.

You may not transfer your rights or obligations under these Terms without our written consent. We may transfer ours as part of a merger, acquisition or sale of assets, or to an affiliate, and will tell customers when we do. Neither of us will be liable for a delay or failure to perform caused by events beyond our reasonable control, such as natural disasters, network or power failures, government action or the failure of a third-party provider.

22. Grievance officer and contact

If you have a complaint or a question about these Terms or the Services, you can write to our Grievance Officer at [email protected], in line with the Information Technology Act, 2000 and the rules made under it. Please write “Grievance” in the subject line so your complaint reaches the Grievance Officer directly. We will acknowledge your complaint within 24 hours and aim to resolve it within 15 days of receiving it.

Neuron Cognitive OPC Private Limited, Bengaluru, Karnataka, India