Terms & Conditions

1. Acceptance of these Terms These Terms and Conditions ("Terms") govern onboarding and use of the Sales Management Suite platform, including the Sales Expense & GPS Proofing application (the "Service"), provided by Auriforce ("Auriforce", "we"). By completing onboarding or accessing the Service, the onboarding business ("Customer", "you") accepts these Terms in full, on behalf of itself and everyone it authorizes to use the Service ("Authorized Users"). 2. The Service Auriforce grants Customer a non-exclusive, non-transferable, revocable right to access the Service during the subscription term, for Customer's internal business use only. Auriforce retains all right, title, and interest in the Service, its software, and underlying technology. 3. Subscription, Fees, and Payment 3.1. Fees are billed monthly in advance, exclusive of applicable taxes, per the plan selected at signup. 3.2. No refunds are issued for any unused portion of a billing period, however the subscription ends — whether by Customer's own cancellation or Auriforce's termination for convenience under Section 13. 3.3. Non-payment may result in suspension after notice and a short cure period, without prejudice to termination for continued non-payment. 3.4. Founding Distributor Program pricing. A locked introductory price applies only once Customer has gone live as a paying customer (not merely booked a demo), at Customer's Authorized User count at the time the lock takes effect. If Customer's Authorized User count later exceeds its plan's limit, Auriforce may apply then-current pricing for the additional users from the next billing cycle following notice, at Auriforce's discretion 4. Customer Responsibilities and Warranties Customer represents and warrants that: 4.1. It has, independently of Auriforce, the lawful basis required under applicable law (including the DPDP Act) to process its Authorized Users' data — including GPS location data — for the purposes the Service is used for, and has given Authorized Users any legally required notice before use. 4.2. Auriforce is not responsible for Customer's own compliance with employment, labor, or data protection law with respect to how Customer configures or uses the Service — Auriforce processes location and expense data solely on Customer's instructions. 4.3. It will only use location-tracking features for legitimate visit/expense verification during working hours, and will not configure continuous or off-hours tracking. 4.4. It is responsible for the accuracy of data its Authorized Users enter, and for its own decisions made using Service-generated data or flags, subject to Section 6.1. 5. Data Protection 5.1. Roles. For Authorized Users' personal data (including location and expense data), Customer is the data fiduciary/controller; Auriforce processes it as a processor, strictly per Customer's instructions as reflected in Customer's configuration and use of the Service. 5.2. Point-in-time capture only. Location data is captured only at check-in or claim submission — never continuously or in the background — and Customer will not request or configure otherwise. 5.3. Retention. Customer data is retained for the duration of the subscription, plus 90 days after termination for export purposes, after which it is deleted or irreversibly anonymized, except where longer retention is required by law. Auriforce may retain and use de-identified, aggregated data indefinitely — including after any individual Customer's termination — for analytics, benchmarking, and product improvement, since de-identified data falls outside individual personal-data obligations. This aggregate-data right is also the foundation of the cross-customer benchmarking feature discussed earlier as a differentiator, so it's a deliberate business choice, not just a risk-reduction one. 5.4. Breach notification. Auriforce will notify Customer without undue delay of any personal data breach affecting Customer's data, sufficient for Customer to meet its own regulatory notification timelines. 5.5. Deletion requests. Where a verified erasure request must be honored under applicable law, Auriforce will support timely deletion consistent with the legally required timeframe. 5.6. A fuller, standalone Data Processing Addendum should still be prepared with counsel for the detail this summary doesn't cover — this section states the obligations, not the complete DPA. 6. Disclaimers 6.1. GPS/location accuracy. Location data depends on device, network, and third-party positioning services, and is not guaranteed precise. A "mismatch" flag is an indicator, not conclusive proof a visit did or didn't occur — Customer is solely responsible for any investigation or decision (including employment decisions) made using it. 6.2. AI Assistant. AI-drafted claims, check-ins, or other entries are drafts only, requiring the Authorized User's own review and confirmation before submission. Customer remains responsible for whatever is ultimately submitted. 6.3. To the maximum extent permitted by law, the Service is provided "as is" and "as available," and Auriforce disclaims all warranties, express or implied, including merchantability, fitness for a particular purpose, non-infringement, and any warranty of uninterrupted, error-free, or secure operation. No uptime or availability commitment applies unless purchased separately in writing. 7. Acceptable Use Customer will not, and will ensure Authorized Users do not: use the Service unlawfully, including surveillance beyond Section 4; reverse-engineer or decompile the Service; use the AI Assistant to generate false or fraudulent entries; circumvent usage caps or access controls; resell or sublicense access without Auriforce's written consent. 8. Intellectual Property Auriforce owns the Service and all underlying technology. Customer owns its own business data. Auriforce will not use Customer's data to train any model shared across other customers, or for any purpose beyond providing/improving the Service for that Customer, without separate opt-in consent. 9. Confidentiality Each party protects the other's confidential information with the same care it uses for its own, disclosing it only as needed to perform under these Terms or as required by law. 10. Limitation of Liability 10.1. Except for the carve-outs in 10.2 — which cannot, as a matter of law, be capped away without risking the entire clause being struck down as unenforceable — each party's total liability under these Terms is capped at the fees Customer actually paid in the 3 months preceding the event giving rise to the claim. 10.2. The cap in 10.1 does not apply to: breaches of confidentiality or data protection obligations, amounts owed under Section 11's indemnification, violations of law, fraud, or willful misconduct or gross negligence. 10.3. Neither party is liable for indirect, incidental, special, consequential, or punitive damages, or for lost profits or lost data, except to the extent excluded from limitation by 10.2. 11. Indemnification 11.1. Customer indemnifies Auriforce, broadly, against claims arising from: Customer's failure to establish a lawful basis or give required notice under Section 4; Customer's breach of Section 7 (Acceptable Use); disputes between Customer and its own Authorized Users arising from Customer's use of tracking or monitoring features; and any third-party claim arising from Customer's own data or its use of the Service. 11.2. Auriforce's indemnification is narrow by design: Auriforce indemnifies Customer only against a third-party claim that the unmodified core Service, as provided by Auriforce, infringes a third party's intellectual property rights, subject to the Section 10 cap. Auriforce's sole obligation in that case is, at its option, to modify the Service, procure a license, or refund prepaid unused fees — not to defend litigation without limit. 12. Term, Termination, and Exit 12.1. These Terms remain in effect for the subscription term and renew automatically unless either party gives notice of non-renewal per the current plan terms. 12.2. Customer may exit at any time by giving written notice; access continues (and fees remain payable) through the end of the then-current paid billing period, with no refund for the unused portion (Section 3.2). 12.3. Auriforce may terminate for convenience with 30 days' written notice, in which case Customer's sole remedy is a pro-rated refund of prepaid, unused fees — no other liability arises from Auriforce exercising this right. 12.4. Either party may terminate for the other's uncured material breach after written notice and a 15-day cure period. 12.5. On any termination, Customer's access ends immediately, and the exit/offboarding process in Section 13 applies. 13. Exit / Data Offboarding 13.1. For 30 days following termination, Auriforce will make Customer's data available for export using the Service's standard export tools, on a best-efforts basis. No specific format, turnaround time, or white-glove export assistance is guaranteed — additional export support beyond standard tooling may be offered at Auriforce's discretion and for an additional fee. 13.2. After the 30-day window (or the longer retention period in Section 5.3 for de-identification purposes), Customer data is deleted or irreversibly anonymized, except as required by law. 13.3. Discontinuation of the Service. Auriforce may discontinue the Service, or any feature of it, with reasonable notice (at least 60 days where the discontinuation is not driven by legal, security, or regulatory necessity, in which case shorter notice may apply). Customer's sole remedy in that case is a pro-rated refund of prepaid, unused fees — Auriforce has no further liability for discontinuing the Service or any feature. 14. No Reliance / Entire Agreement These Terms, together with the current pricing/plan page and the Founding Distributor Program terms (Section 3.4), constitute the entire agreement between the parties and supersede any prior representations, including statements made in demos, marketing materials, or the website. Neither party may rely on any promise not expressly stated here. 15. Changes to these Terms Auriforce may update these Terms with reasonable advance notice for material changes (e.g., 30 days), except where a shorter period is needed for legal, security, or regulatory reasons. Continued use after the effective date constitutes acceptance. 16. Governing Law and Dispute Resolution These Terms are governed by the laws of India. Disputes are to be resolved by arbitration, seated in Bengaluru, before a single arbitrator appointed under the Arbitration and Conciliation Act, 1996, conducted in English — private and typically faster/cheaper than litigation, and keeps proceedings on Auriforce's home ground. Courts in Bengaluru retain jurisdiction for interim relief and enforcement of any award. 17. Force Majeure Neither party is liable for delay or failure to perform caused by circumstances beyond its reasonable control, including infrastructure outages, government action, or natural disaster. 18. General Entire agreement (see Section 14); severability (an unenforceable clause doesn't void the rest); Customer may not assign these Terms without Auriforce's written consent, while Auriforce may assign freely, including in connection with a merger, acquisition, or sale of assets; notices in writing to the addresses/emails on file.