Terms of Service

1. Definitions

In these Terms of Service ("Terms"):

• "DigiNest" means DigiNest AIoT Solutions Pvt Ltd, incorporated in India, with offices in Pune, Maharashtra.
• "Service" means the DigiNest smart-building platform, the Arva AI agent, any associated mobile or web applications, APIs, and documentation, as described in the applicable Order Form.
• "Customer" (also "you" or "your") means the legal entity that enters into an Order Form with DigiNest and is granted access to the Service.
• "Order Form" means the written or electronic document that specifies the subscription tier, seat count, deployment scope, fees, and any additional terms agreed between the parties.
• "User" means an employee, contractor, or agent of the Customer who is authorised to access the Service.
• "Confidential Information" means non-public information disclosed by either party that is designated as confidential or that a reasonable person would consider confidential given the circumstances of disclosure.

2. Acceptance of terms

By accessing the Service, executing an Order Form, or clicking "I agree," you confirm that you have read, understood, and agree to be bound by these Terms and our Privacy Policy. If you are accepting on behalf of a legal entity, you represent that you have authority to bind that entity.

If you do not agree to these Terms, you must not access or use the Service.

3. Account registration and security

To access the Service, the Customer must register an account and provide accurate, current, and complete information. The Customer is responsible for:

• Maintaining the confidentiality of account credentials.
• All activity that occurs under Customer accounts, whether or not authorised.
• Promptly notifying DigiNest at sales@diginest.ai of any suspected unauthorised access or security breach.

DigiNest reserves the right to suspend access to accounts that are compromised or that DigiNest reasonably believes pose a security risk to the platform.

4. Subscription and payment

4.1 Subscription tiers

The Service is available under subscription tiers as described on diginest.ai/pricing and in the applicable Order Form. Features and limits vary by tier.

4.2 Fees and invoicing

Fees are specified in the Order Form. Unless otherwise agreed: (a) annual subscriptions are invoiced in advance; (b) monthly subscriptions are invoiced at the start of each monthly period; (c) usage-based charges are invoiced in arrears. All amounts are exclusive of applicable taxes (including GST), which the Customer is responsible for paying.

4.3 Late payment

Invoices not paid within 30 days of the due date may incur interest at 1.5% per month (or the maximum permitted by law, whichever is lower). DigiNest may suspend access to the Service if an invoice remains unpaid for more than 45 days, following 7 days' written notice.

4.4 No refunds

Fees paid are non-refundable except: (a) where DigiNest terminates the agreement other than for cause; or (b) as required by applicable consumer or contract law.

5. Acceptable use

The Customer and its Users must not:

• Use the Service for any unlawful purpose or in violation of applicable law.
• Reverse-engineer, decompile, or disassemble the Service or attempt to derive source code.
• Sell, resell, sublicense, or transfer access to the Service to any third party without DigiNest's prior written consent.
• Use the Service to transmit malicious code, conduct denial-of-service attacks, or interfere with the integrity or performance of the platform.
• Attempt to gain unauthorised access to the Service, its related systems, or other customers' data.
• Use the Service to process or store data that violates applicable privacy law or third-party intellectual property rights.
• Remove or obscure any copyright, trademark, or other proprietary notices on the Service.

6. Intellectual property

6.1 DigiNest's IP

DigiNest retains all right, title, and interest in the Service, including all underlying software, algorithms (including the Arva AI model), trademarks, trade secrets, and documentation. These Terms grant the Customer a limited, non-exclusive, non-transferable licence to access and use the Service during the subscription term, solely for the Customer's internal business operations.

6.2 Customer data

The Customer retains all right, title, and interest in data submitted to the Service ("Customer Data"). The Customer grants DigiNest a limited licence to process Customer Data solely to deliver and improve the Service. DigiNest will not disclose Customer Data to third parties except as set out in the Privacy Policy or as required by law.

6.3 Feedback

If the Customer provides suggestions, ideas, or feedback regarding the Service, DigiNest may use such feedback without restriction or obligation to the Customer.

7. Confidentiality

Each party agrees to hold the other's Confidential Information in strict confidence, to use it only for the purposes of performing under these Terms, and to limit access to personnel who have a need to know. This obligation does not apply to information that: (a) is or becomes publicly available through no breach of this section; (b) was rightfully known before disclosure; (c) is independently developed without reference to the other party's information; or (d) must be disclosed by law or court order.

8. Warranties and disclaimers

DigiNest warrants that the Service will perform materially as described in its documentation during the subscription term. DigiNest's sole obligation for breach of this warranty is to use reasonable efforts to correct the non-conformance.

EXCEPT AS EXPRESSLY STATED ABOVE, THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND. DIGINEST EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

9. Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW: (a) NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, DATA, OR BUSINESS OPPORTUNITY, ARISING FROM OR RELATED TO THESE TERMS; AND (b) DIGINEST'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS SHALL NOT EXCEED THE TOTAL FEES PAID BY THE CUSTOMER TO DIGINEST IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

These limitations apply regardless of the theory of liability (contract, tort, statute, or otherwise) and even if DigiNest has been advised of the possibility of such damages.

10. Indemnification

The Customer agrees to indemnify, defend, and hold harmless DigiNest and its officers, directors, employees, and agents from and against any claim, loss, damage, or expense (including reasonable legal fees) arising out of: (a) the Customer's or its Users' breach of these Terms; (b) Customer Data that infringes third-party rights; or (c) the Customer's violation of applicable law.

11. Term and termination

These Terms commence on the date the Customer first accepts them and continue for the subscription term specified in the Order Form, renewing automatically on the same terms unless either party provides 30 days' written notice of non-renewal before the end of the then-current term.

Either party may terminate immediately for cause if the other party materially breaches these Terms and fails to cure the breach within 30 days of written notice.

Upon termination, the Customer's access to the Service will cease. DigiNest will make Customer Data available for export for 30 days following termination, after which it will be deleted in accordance with our data-retention policy.

12. Governing law and disputes

These Terms are governed by the laws of India, without regard to its conflict-of-law provisions. Any dispute arising from or relating to these Terms shall be subject to the exclusive jurisdiction of the courts in Pune, Maharashtra, India.

Before initiating legal proceedings, each party agrees to attempt in good faith to resolve any dispute through senior management escalation for 30 days following written notice of the dispute.

13. General provisions

• Entire agreement. These Terms, together with the Order Form and Privacy Policy, constitute the entire agreement between the parties regarding the Service and supersede all prior or contemporaneous agreements.
• Amendments. DigiNest may amend these Terms upon 30 days' notice to the Customer. Continued use of the Service after the effective date constitutes acceptance.
• Severability. If any provision of these Terms is held invalid or unenforceable, the remaining provisions shall continue in full force and effect.
• Waiver. Failure to enforce any provision of these Terms shall not constitute a waiver of the right to enforce it in the future.
• Force majeure. Neither party shall be liable for delays or failures resulting from causes beyond their reasonable control, including acts of God, natural disasters, or government actions.
• Notices. Notices under these Terms shall be in writing and sent to DigiNest at sales@diginest.ai or to the Customer at the email address on the Order Form.

14. Contact

DigiNest AIoT Solutions Pvt Ltd
Pune, Maharashtra, India
Email: sales@diginest.ai