Terms of Service
The terms that govern your use of Auxill products and services.
These Terms of Service (the “Agreement”) are entered into by and between the Customer and Auxill Private Limited (“Auxill”). “Customer” means the entity on behalf of which this Agreement is accepted or, if that does not apply, the individual accepting this Agreement. If the Customer is accessing or using the Services on behalf of the Customer company, the Customer represents that the Customer is authorized to accept this Agreement on behalf of the Customer company and all references to “the Customer” or “Customer” reference the Customer company.
This Agreement permits the Customer to subscribe to and use product(s) and platform(s) developed by Auxill (the “Softwares”), together with related services such as maintenance, customer support and other ancillary services provided by Auxill (the “Services”). The Softwares and Services are hereinafter collectively referred to as the “Products”. This Agreement sets out the terms and conditions governing the Customer’s access to and use of the Softwares and Services.
These Terms of Service apply to the provision and use of the Products and related Services within India. The Products are currently offered only for use within India, and these Terms are intended to govern such use.
ACCEPTANCE OF TERMS AND RIGHT TO MODIFY
ACCOUNT CREATION AND USER RESPONSIBILITY
Account Creation
To access and use the Products, the Customer shall be required to create an account by providing complete, accurate and up-to-date information. The Customer shall promptly update such information to ensure its continued accuracy and completeness.
Login Credentials
Customer must ensure that it keeps its login credentials confidential and must notify Auxill promptly if it becomes aware of any unauthorized access to any User login credentials or other unauthorized access to or use of the Softwares. The Customer shall be solely responsible for all activities carried out through its account, whether authorized or unauthorized, except to the extent resulting from Auxill's negligence or willful misconduct. The Customer shall not share its login credentials with any unauthorized person or permit simultaneous access in excess of the applicable subscription.
SERVICE AVAILABILITY AND MAINTENANCE
Service Levels
Where applicable, the service level commitment for the Products is specified in the Service Level Agreement (Schedule I).
Scheduled and Emergency Maintenance
Auxill may carry out scheduled maintenance with at least 48 hours prior notice. Auxill may carry out emergency maintenance without prior notice where reasonably necessary to address security or urgent operational requirements and, in such cases, Auxill shall use reasonable efforts to notify the Customer as soon as reasonably practicable .
CUSTOMER NETWORK AND INFRASTRUCTURE
Use of Customer Network
The Services may utilize the Customer’s existing network facilities, bandwidth, and internet connection to deliver the Products and process usage activity.
No Liability for Network Charges
Auxill is not responsible for any charges, overage fees, or costs charged by the Customer’s internet service provider or network provider as a result of using the Products. The Customer is responsible for procuring adequate bandwidth and network capacity, and paying all charges to the Customer’s network provider.
Network Interruption
If the Customer’s network connection is interrupted or unavailable, Auxill is not liable for service interruptions or lost calls. The Customer should maintain backup connectivity options if needed.
FREE TRIAL
Free Trial
Auxill may, at its sole discretion, offer eligible Customers a free trial of the Products for a period of up to fourteen (14) days ("Free Trial"). Access to and use of the Products during the Free Trial shall be subject to these Terms.
Subscription During Free Trial
A Customer may elect to purchase a Subscription Plan at any time during the Free Trial by providing valid payment details. Where a paid Subscription is purchased during the Free Trial, the Customer may cancel such Subscription before the expiry of the Free Trial and shall be eligible for a full refund of the Subscription Fees paid.
Expiry of Free Trial
Unless the Customer purchases a Subscription Plan prior to the expiry of the Free Trial, the Customer's access to the Softwares may be restricted or terminated upon the expiry of the Free Trial.
Discontinuation
Auxill reserves the right to modify, withdraw or discontinue the Free Trial, or determine a Customer's eligibility for the Free Trial, at any time.
SUBSCRIPTION PLANS AND FEES
Subscription Plans
Auxill may offer multiple Subscription Plans with varying features, pricing, user limits and billing cycles. The available Subscription Plans shall be displayed on the Softwares or Website and may be modified from time to time.
Billing Frequency
Certain Subscription Plans may be billed monthly while others may be billed annually, as specified at the time of purchase. The Customer shall pay all applicable subscription fees, charges and taxes in accordance with the pricing displayed on the Softwares or Website. All payments shall be made through payment methods offered by third party payment service provider designated or approved by Auxill and in accordance with applicable laws, regulations and regulatory requirements, including applicable requirements of the RBI.
Automatic Renewal
Unless cancelled in accordance with these Terms, the Customer’s Subscription shall automatically renew for successive Subscription Periods of the same duration, and the applicable Subscription Fees shall become payable for each renewal period. Any recurring payment or automatic debit shall be processed through the approved third party payment service provider in accordance with applicable law and regulatory requirements, including applicable requirements of the Reserve Bank of India (“RBI”), as amended from time to time. Where applicable, the Customer may be required to provide or re-authorise its payment details or mandate in accordance with such requirements.
Upgrade and Downgrade
Customers may upgrade or downgrade their Subscription Plan through the Products. Any change shall take effect from the commencement of the next billing cycle unless otherwise specified by Auxill. Auxill reserves the right to modify the features, pricing or availability of any Subscription Plan from time to time.
Failed Renewal Payment and Suspension
For the avoidance of doubt, any payment dispute, payment arrangement, or subsequent payment made by the Customer shall not, by itself, constitute renewal, revival or reinstatement of a Subscription that has expired or been cancelled in accordance with these Terms. Any subsequent access to the Products shall be subject to the Customer entering into or purchasing a new Subscription on the then-applicable terms and pricing offered by Auxill.
GST Invoices
Auxill shall issue Goods and Services Tax (GST) compliant invoices for all Subscription Fees. The Customer is responsible for providing accurate GST registration details if applicable. All Fees and prices are exclusive of applicable taxes unless expressly stated otherwise.
Custom Pricing
Subscription Fees may vary depending upon the Subscription Plan or any separately agreed commercial proposal.
REFUND POLICY
Refund Eligibility
The Customer may request a refund of Subscription Fees under the following circumstances: (a) cancellation during a Free Trial period results in a full refund; (b) cancellation within three (3) days of purchase may be considered for refund at Auxill's sole discretion; (c) all other refund requests shall be denied after the trial period or initial purchase period.
Refund Processing
Approved refunds shall ordinarily be processed within ten (10) to fourteen (14) Business Days from the date of approval to the Customer's original payment method via approved third party payment service provider.
Cancellation and No Refund After Trial
The Customer may terminate its subscription for any reason. Unless otherwise expressly stated herein, no refunds shall be issued for cancellations after the Free Trial period or initial purchase period expires.
Failed Refund Processing
If a refund cannot be processed to the Customer's original payment method due to payment provider issues, Auxill shall not be liable for the failure. The Customer must update payment details or contact Auxill for alternative refund arrangements. Auxill may, at its sole discretion, provide reasonable customer support to resolve the issue on a case to case basis.
CUSTOMER OBLIGATIONS
General Obligations
The Customer shall access and use the Products only in accordance with these Terms and all applicable laws. The Customer shall ensure that all information, data and materials submitted to Auxill are accurate, complete and up to date.
Responsibility of Authorized Users
The Customer shall ensure that all persons accessing the Softwares through its account comply with these Terms. The Customer shall remain responsible for all acts and omissions of its authorized users.
Prohibited Conduct
The Customer shall not, directly or indirectly: (a) Use the Softwares for any unlawful, fraudulent or unauthorized purpose; (b) Upload, transmit or introduce any virus, malware, or harmful material; (c) Interfere with or disrupt the integrity or security of the Products; (d) Attempt to gain unauthorized access to the Softwares or other accounts; (e) Circumvent any security features or access restrictions; (f) Use the Products to infringe any third-party rights; (g) Use the Products to develop, train or improve any competing artificial intelligence system without consent; or (h) Extract, scrape or systematically collect AI Outputs or data for creating datasets.
No Redistribution or Unauthorised Commercial Use
The Customer shall not, and shall not permit any third party to, sell, resell, sublicense, lease, rent, distribute, commercially exploit, provide access to, or otherwise make available the Products, in whole or in part, to any third party, except as expressly permitted under the applicable Subscription Plan or with Auxill’s prior written consent. The Customer shall use the Products solely for its operational purposes and shall not provide access to the Products as a service bureau, managed service, outsourcing service or similar service for the benefit of any third party.
Restriction of Access to Assigned Entities
Auxill reserves the right to restrict, suspend or disable access to the Products by any entity, User or account assigned or authorised by the Customer, where Auxill reasonably determines that such access is unauthorised, poses a security or operational risk, violates these Terms or Applicable Law, or otherwise may adversely affect the Products or Auxill’s Business. Auxill shall, where reasonably practicable, notify the Customer of any such restriction and may restore access once the relevant issue has been resolved to Auxill’s reasonable satisfaction.
ARTIFICIAL INTELLIGENCE SERVICES
AI-enabled Services
The Softwares incorporates artificial intelligence and machine learning functionalities to generate responses, analyses, recommendations and other outputs (“AI Outputs”) based on the pre-fed data, information, prompts, files, data or other materials submitted by the Customer (“Inputs”).
Ownership of AI Outputs
All Intellectual Property Rights in AI models, algorithms, softwares, databases and AI Outputs shall vest solely in Auxill. Auxill grants the Customer a limited, non-exclusive, non-transferable licence to use AI Outputs for its operational purposes during the Subscription term.
AI Output Disclaimer
AI Outputs are generated using artificial intelligence technologies and may contain inaccuracies, omissions, biases or unintended results. The Customer shall independently review, verify and evaluate all AI Outputs before relying upon them. Auxill strongly advises caution when using AI Outputs for operational purposes.
Customer Data and AI Training
Customer acknowledges and agrees that Customer Data and Inputs, including call recordings, transcripts and information derived from such recordings and transcripts, may be processed by Auxill within its environment for the purpose of developing, training, testing, evaluating and improving the artificial intelligence and machine learning functionalities forming part of the Products and Services.
Such processing may include the creation and use of de-identified, anonymised, aggregated or synthetic datasets, training references, patterns, examples, prompts, workflows, models and other similar artefacts derived from Customer Data and Inputs. For the avoidance of doubt, Auxill may retain and use such de-identified, anonymised, aggregated or synthetic artefacts for the continued development and improvement of its Products and Services, including after termination of the Customer's Subscription.
Auxill shall not use original Customer Data or Inputs to train or improve any general-purpose foundation model made available for public use, or otherwise disclose Customer Data to third parties for such purpose, unless expressly agreed with the Customer in writing and permitted under Applicable Law.
The processing described in this Clause shall be carried out in accordance with the Privacy Policy, the Data Processing Addendum and Applicable Data Protection Laws.
Non-Unique AI Outputs
Due to the nature of artificial intelligence and machine learning technologies, the AI Outputs generated for the Customer may not be unique. Similar or identical outputs may be generated for other customers or users based on similar or identical inputs. Nothing in these Terms shall prevent Auxill from generating or providing similar or identical outputs to other customers, provided that Auxill shall not disclose, reproduce or make available the Customer's Customer Data, Inputs, Confidential Information or other identifiable information to any other customer or third party, except as permitted under these Terms, the Privacy Policy, the Data Processing Addendum or Applicable Law.
Third-Party Generated audio and Voice Inputs
The Platform may use third-party artificial intelligence, voice synthesis, speech generation or other audio technologies to generate or process audio outputs. Such audio outputs are generated using third-party technologies. Auxill does not control or guarantee the uniqueness, characteristics or resemblance of such audio outputs and shall not be liable for any similarity or resemblance between an audio output and any actual person's voice, voice characteristics or voice profile, except to the extent caused by Auxill's wilful misconduct or violation of Applicable Law.
The Customer acknowledges that the generation of an audio output that resembles a particular voice does not, by itself, constitute an endorsement, affiliation or representation that such person is the source of, or associated with, such audio output.
AI Limitations and No Emergency Services
The Softwares uses artificial intelligence to process, analyse and generate AI-assisted outputs based on voice communications and other Customer Inputs. AI-generated transcripts, summaries, classifications, and alerts may contain errors, omissions, or misinterpretations, and are provided to assist, not replace, human judgment and supervision.
CRITICAL: The Products is NOT an emergency service and is NOT monitored by Auxill in real-time for emergencies. The Website has NO real-time emergency response capability, does NOT alert emergency authorities automatically, and must NOT be relied upon as a means of summoning emergency assistance. In any situation involving risk to life, safety, or property, users must contact appropriate emergency authorities directly:
INDIA: 112 (unified emergency) • Police: 100 • Fire: 101 • Ambulance: 102
The effectiveness and accuracy of the Softwares’ call recording, transcription, analysis and threat detection functionalities depend, among other factors, on the quality, clarity and completeness of the audio received by Auxill servers, as well as network connectivity, device functionality and other technical conditions beyond Auxill's reasonable control.
Customer Responsibility for AI Outputs
The Customer is solely responsible for all decisions, actions and outcomes arising from its use of AI Outputs and Auxill Products. Auxill shall not be liable for errors in AI outputs or any loss resulting from reliance on AI-generated content.
AI Use Restrictions
The Customer shall not use the Products to: (a) develop, train or improve competing AI models; (b) extract or systematically collect AI Outputs; (c) circumvent safeguards; or (d) use the Products in any manner prohibited under applicable law.
INTELLECTUAL PROPERTY
Ownership
Auxill and its licensors retain all right, title and interest in the Softwares, Services, Websites, code, AI models, algorithms, databases, AI Outputs, trademarks and all derivative works. The Customer acquires no rights of ownership by reason of use.
Customer Data
The Customer retains all right, title and interest in its Customer data. Auxill has the right to use Customer Data solely for providing the Services and performing its obligations.
Feedback
Where the Customer provides feedback or suggestions, the Customer grants Auxill a perpetual, irrevocable, worldwide, royalty-free licence to use such feedback without compensation.
Reservation of Rights
All intellectual property rights not expressly granted are reserved by Auxill and its licensors.
CONFIDENTIALITY
Confidential Information
“Confidential Information” means all non-public information disclosed by one Party to the other, whether written, oral, electronic or visual, that is marked confidential or would reasonably be considered confidential, including trade secrets, know-how, technical data, algorithms, business plans, strategies, customer lists, financial information and pricing.
Permitted Use and Obligations
Each Party shall maintain confidentiality and not disclose Confidential Information to third parties except as expressly permitted or with prior written consent. Confidential Information shall be used solely for exercising rights or performing obligations under these Terms.
Exceptions
These obligations do not apply to information which: (a) is publicly available without breach; (b) was lawfully known prior to disclosure; (c) is independently developed; or (d) is lawfully obtained from a third party without confidentiality obligations.
Compelled Disclosure
A Party may disclose Confidential Information where required by law or court order, provided that, where legally permissible, it gives prompt written notice to enable the other Party to seek protective measures.
Survival
These obligations survive termination for three (3) years, provided that trade secrets remain protected for as long as they qualify as trade secrets under applicable law.
PRIVACY AND DATA PROTECTION
Privacy Policy
Compliance with Data Protection Laws
Each Party shall comply with the Digital Personal Data Protection Act 2023, the Information Technology Act 2000, GST Law 2017, and other applicable data protection laws. The Parties shall comply with the Data Processing Agreement in Schedule II. The Customer represents and warrants that it has obtained and shall maintain all necessary notices, consents, permissions and authorisations required under applicable law, including the Digital Personal Data Protection Act, 2023, to enable Auxill to collect, access, process, store and otherwise use the Personal Data submitted through or in connection with the Services. The Customer shall be solely responsible for ensuring that such collection and disclosure of Personal Data to Auxill is lawful and shall indemnify and hold harmless Auxill from and against any claims, losses, liabilities, penalties, costs or expenses arising from the Customer's failure to comply with its obligations under this Clause.
Call Recording and Analysis
THIRD PARTY SERVICES
Third-Party Integrations
The Services may integrate with third-party softwares, cloud hosting, payment gateways, and communication services. Auxill does not control these and is not responsible for interruptions or failures.
Changes to Third-Party Services
Auxill may replace or discontinue Third-Party Services where reasonably necessary, provided such changes do not materially impair core functionality.
Data Export and Deletion Upon Termination
Upon termination of the Customer’s account, the Customer shall have thirty (30) days from the effective date of termination to export or download its Customer Data and call recordings in standard formats. Following expiry of such thirty (30)-day period, Auxill shall permanently delete such Customer Data from its active systems within ninety (90) days, except to the extent retention is required by Applicable Law.
Notwithstanding the foregoing, Auxill may retain and use data derived from or generated using Customer Data, including anonymised, aggregated, de-identified or synthetic data, training references, patterns and insights, provided that such data does not identify the Customer or any individual and cannot reasonably be used to identify or reconstruct the underlying Customer Data. Auxill may use such data for improving, developing, testing and training its Products, Services, AI models and technologies.
Further details regarding data retention and deletion are set out in the Privacy Policy.
SUSPENSION AND TERMINATION
Suspension by Auxill
Auxill may suspend or restrict the Customer’s access to the Products where: (a) the Customer is in material breach of these Terms; (b) any Fees remain unpaid beyond the applicable payment due date, subject to any applicable payment resolution period specified under these Terms; (c) Auxill reasonably believes that the Customer’s use of the Products poses a security risk or violates Applicable Law; (d) suspension or restriction is required by Applicable Law or a competent authority; or (e) the Customer’s use of the Products is materially inconsistent with these Terms. Where suspension arises due to a failed renewal payment, the Customer shall be provided the applicable payment resolution period specified in Clause 6.6, following which the Subscription may be cancelled if payment is not successfully resolved.
Termination by Customer
The Customer may cancel its Subscription at any time through the Softwares. Such cancellation shall take effect at the end of the then-current Subscription Term and shall prevent automatic renewal of the Subscription for the subsequent Subscription Term. No refund shall be payable in respect of any Fees paid for the then-current Subscription Term, except as expressly provided under Clause 7 .
Termination by Auxill
Auxill may terminate with immediate effect by written notice via email where the Customer: (a)materially breaches these Terms; (b) repeatedly breaches these Terms; (c) becomes insolvent, bankrupt or subject to any analogous insolvency proceeding; or (d) engages in fraudulent, unlawful or unauthorised use of the Products.
The Customer may contact Auxill’s customer support to raise a dispute or seek clarification regarding any suspension, restriction or termination. Where Auxill determines, in its reasonable discretion, that the relevant issue has been resolved or that the suspension, restriction or termination was made in error, Auxill may restore the Customer’s access to the affected Services.
Effect of Termination
• Upon the expiry or termination of these Terms or the Customer's Subscription for any reason, all rights and licences granted to the Customer under these Terms shall immediately cease, and the Customer shall promptly discontinue all access to and use of the Products.
• Termination or expiry of these Terms shall not relieve the Customer of its obligation to pay any Fees, taxes or other amounts accrued and payable up to the effective date of such termination or expiry.
• Following termination or expiry of the Subscription, the Customer may request an export of its Customer Data within thirty (30) days from the effective date of termination. Upon the expiry of such period, Auxill may permanently delete the Customer Data, including any backups, within ninety (90) days in accordance with its Privacy Policy, unless a longer retention period is required by applicable law.
• Following termination or expiry, Auxill may suspend or permanently disable the Customer's account and access credentials and shall have no obligation to continue providing the Products except as expressly provided under these Terms or the Privacy Policy.
Survival
The expiry or termination of these Terms shall not affect any rights, obligations or liabilities accrued prior to such expiry or termination. Without prejudice to the foregoing, the provisions relating to Intellectual Property, Confidentiality, Privacy and Data Protection, AI Services (to the extent applicable), Payment Obligations, Refunds (where applicable), Disclaimers, Limitation of Liability, Indemnity, Governing Law, Dispute Resolution, and any other provisions which by their nature are intended to survive the expiry or termination of these Terms shall continue in full force and effect notwithstanding such expiry or termination.
DISCLAIMERS
General Disclaimer
Except as expressly provided, the Products are provided on an “as is” and “as available” basis. To the maximum extent permitted by law, Auxill disclaims all warranties, including merchantability, fitness for particular purpose, and non-infringement.
Service Availability
Auxill does not warrant that the Products will operate without interruption or error. Temporary interruptions may occur due to maintenance, updates, third-party failures, or circumstances beyond Auxill's control.
LIMITATION OF LIABILITY
Exclusion of Consequential Damages
To the fullest extent permitted by law, neither Party is liable for indirect, incidental, consequential, exemplary or special damages, including loss of profits, revenue, goodwill, or data.
Liability Cap
Auxill's aggregate liability shall not exceed the total Subscription Fees paid by the Customer during the six (6) months preceding the claim.
INDEMNITY
Customer Indemnity
The Customer shall indemnify and hold harmless Auxill from all losses, damages, costs and expenses arising from: (a) the Customer's breach of these Terms; (b) the Customer's misuse of the Products; (c) Customer Data or Inputs; (d) the Customer's infringement of any third-party rights; or (e) the Customer's violation of applicable law.
Indemnification Procedure
Auxill shall promptly notify the Customer of any claim. Any delay shall not relieve the Customer of its obligations except to the extent materially prejudiced by such delay. Auxill shall reasonably cooperate in the defence at the Customer's cost.
NON- COMPETE
During the term of this Agreement and for a period of two (2) years following its termination or expiry, the Customer shall not, directly or indirectly, use the Products, Websites, Confidential Information or Intellectual Property of Auxill to develop, design, create, market, support or otherwise facilitate any Softwares, Website or Services that competes with the Products of Auxill, whether for its own benefit or for the benefit of any third party.
AUXILL'S RIGHT TO CONDUCT BUSINESS
The Customer acknowledges and agrees that nothing contained in this Agreement shall restrict or prevent Auxill from marketing, licensing, providing or selling the Products to any other person or entity, including those operating in the same industry or sector as the Customer. The Customer shall not directly or indirectly seek to restrict, prohibit or interfere with Auxill's ability to do so.
PUBLICITY AND MARKETING RIGHTS
The Customer grants Auxill a non-exclusive, non-transferable, royalty-free license during the term of this Agreement to use the Customer's name, logo and trademarks solely for the purpose of identifying the Customer as a customer of Auxill in Auxill's marketing, promotional and business development materials, including its website, presentations, case studies and marketing collateral. This license is limited to identification purposes only and does not imply endorsement by the Customer of Auxill or its services.
FORCE MAJEURE
No Liability for Force Majeure Events
Neither Party is liable for failure or delay in performing obligations (except payment) due to events beyond reasonable control, including acts of God, natural disaster, war, terrorism, civil unrest, governmental action, epidemic, pandemic, strikes or infrastructure failure.
Prolonged Force Majeure
If a force majeure event continues for more than sixty (60) consecutive days and prevents a Party from substantially performing material obligations, either Party may terminate by notice via email without liability.
RELATIONSHIP OF THE PARTIES
The Parties are separate, independent entities. Nothing herein creates a partnership, joint venture, agency, fiduciary duty, or employment relationship. Neither Party shall bind the other without express written consent.
ASSIGNMENT
The Customer shall not assign this Agreement without Auxill's written consent, except to an Affiliate or in connection with a merger or acquisition, subject to prior notice via email. Auxill may assign without Customer's consent.
NOTICES
Notices must be in writing and delivered by email to the designated address or, for customers, to the email associated with the account. Notices are deemed received on the Business Day following transmission.
AMENDMENT
Right to Amend
Auxill reserves the right to amend these Terms at any time in its sole discretion. Amendments are effective immediately upon posting or on a later date if specified. Auxill shall notify customers of material amendments via the Softwares, Websites or email.
Customer's Right to Reject
If the Customer does not agree to a material amendment to these Terms, the Customer may reject such amendment only by cancelling its Subscription in accordance with Clause 14.2 at their convenience. The Customer’s continued use of the Products following the effective date of the amendment shall constitute the Customer’s acceptance of the amended Terms.
Where the Customer cancels its Subscription in accordance with this Clause, the Customer shall continue to have access to the Products until the expiry of the then-current Subscription Period, subject to the Customer’s continued compliance with the then-current Terms. The Subscription shall not renew following expiry of the then-current Subscription Period, and the Customer’s access to the Products shall cease in accordance with Clause 14.4.
SEVERABILITY
If any provision is held invalid by a court, that provision shall be modified to the minimum extent necessary to make it valid, and remaining provisions continue in full force.
WAIVER
No failure or delay in exercising any right is a waiver of that right. A waiver is effective only if in writing and signed by the waiving Party.
ENTIRE AGREEMENT
This Agreement, together with Schedule I (Service Level Agreement), Schedule II (Data Processing Agreement), and the Privacy Policy, constitutes the entire agreement and supersedes all prior or contemporaneous agreements, whether written or oral.
GOVERNING LAW AND DISPUTE RESOLUTION
Governing Law
This Agreement is governed by the laws of India, without regard to conflict of laws principles.
Amicable Resolution
The Parties shall endeavour to resolve disputes through good faith negotiations. If not resolved within thirty (30) days of written notice, either Party may initiate arbitration.
Arbitration
Any dispute shall be finally resolved by arbitration under the Arbitration and Conciliation Act, 1996, conducted by a sole arbitrator mutually appointed by the Parties. If Parties fail to agree within thirty (30) days, the arbitrator shall be appointed per the Act. The seat and venue shall be Chennai, Tamil Nadu. Proceedings shall be conducted in English by a sole Arbitrator.
Jurisdiction
Subject to arbitration, the courts at Chennai, Tamil Nadu shall have exclusive jurisdiction over all matters.
Definitions
The following capitalized terms have the meanings set forth below:
“AI Outputs” any response, analysis, recommendation, summary, content or other output generated by the artificial intelligence or machine learning functionalities of the Softwares.
“Affiliate” any entity that directly or indirectly controls, is controlled by, or is under common control with a Party.
“Agreement” these Terms of Service, together with Schedule I (Service Level Agreement), Schedule II (Data Processing Agreement), and the Privacy Policy.
“Applicable Law” all laws, statutes, regulations, rules, orders, directives, circulars and guidelines of any governmental, statutory or regulatory authority, as applicable from time to time.
“Business Day” a day other than a Saturday, Sunday or public holiday on which banks are open for business in Chennai, India.
“Confidential Information” has the meaning set forth in Clause 10.1.
“Customer Data” any data, content or material, other than Inputs and feedback, submitted or made available to the Products by or on behalf of the Customer.
“Customer” the entity on behalf of which this Agreement is accepted or, where that does not apply, the individual accepting this Agreement.
“Data Principal” means an individual to whom Personal Data relates, including, where applicable, call participants, Users and other individuals whose Personal Data is processed through the Products and Services.
“Documentation” the user guides, help materials and other documentation made available by Auxill describing the use and functionality of the Products.
“Effective Date” the date on which the Customer first accesses or uses the Products.
“Fees” the subscription fees and any other charges payable by the Customer to Auxill under this Agreement.
“Inputs” any prompts, files, data or other materials submitted by or on behalf of the Customer to the Products for processing.
“Intellectual Property Rights” all patents, utility models, copyrights, trademarks, service marks, trade names, trade secrets, database rights, design rights, know-how and all other intellectual property rights, whether registered or unregistered.
“Personal Data" means any information relating to a natural person who is identifiable by reference to an identifier such as a name, an identification number, location data, an online identifier or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of such natural person, as defined in Digital Personal Data Protection Act, 2023
“Softwares” means Auxill’s proprietary softwares and underlying technology infrastructure that is developed, hosted, operated and made available to the Customer under the applicable Subscription Plan.
“Services” means the ancillary services provided by Auxill in connection with the Softwares, including maintenance, customer support, technical assistance and other related services.
“Subscription Plan” the specific plan or tier selected by the Customer that determines the scope, features and pricing of the Products.
“Subscription Term” the period during which the Customer is entitled to access and use the Products.
“Third-Party Services” any softwares, applications, cloud hosting, payment gateways, or communication services that may be integrated with the Products.
“User” any individual authorized by the Customer to access or use the Products on the Customer's behalf.
sCHEDULE 1: SERVICE LEVEL AGREEMENT
SERVICE AVAILABILITY
Uptime Commitment
Auxill shall use commercially reasonable efforts to make the Softwares and Websites available with an uptime of at least 99 percent (99%) in each calendar month, measured on a twenty-four (24) hour, seven (7) day basis, excluding Scheduled Maintenance, Emergency Maintenance and Excluded Downtime.
Calculation Methodology
Uptime for a calendar month is calculated as: (total minutes in month – downtime minutes) / total minutes in month, expressed as a percentage.
Subscription Tier and Service Capacity
Auxill shall provide the Products in accordance with the applicable Subscription Plan selected by the Customer. The service capacity, including applicable call volumes, usage limits and other tier-specific entitlements specified for the relevant Subscription Plan, shall be made available to the Customer upon payment completion, throughout the applicable Subscription Period, subject to the Customer’s compliance with these Terms and any applicable usage restrictions.
Compatibility and Integration
The Softwares shall be compatible with the operating systems, devices and integrations expressly identified in the applicable Software or Subscription specifications. As of the Effective Date, the Softwares are available for use on Windows and Android devices. Compatibility with additional operating systems, devices or third-party integrations may be introduced by Auxill from time to time and shall be subject to the applicable specifications. If Auxill intends to discontinue support for a Software, Auxill shall provide the Customer with reasonable prior written notice of such discontinuation.
Language and Locale
Auxill shall make available the languages and language-related functionalities specified in the applicable Software or Subscription specifications for the relevant Subscription Plan. The availability of any particular language or locale shall be subject to the specifications applicable to the Customer’s Subscription Plan. If Auxill intends to discontinue support for a language or locale Auxill shall provide the Customer with reasonable prior written notice of such discontinuation.
MAINTENANCE WINDOWS
Scheduled Maintenance
Auxill may carry out scheduled maintenance ordinarily between 9:00 p.m. and 5:00 a.m. Indian Standard Time, with at least 48 hours' prior notice to the Customer.
Emergency Maintenance
Auxill may carry out emergency maintenance without prior notice where reasonably necessary to address a security vulnerability or urgent operational requirement. Auxill shall notify the Customer as soon as reasonably practicable.
CUSTOMER SUPPORT
Support Channels and Hours
Incident Priority Matrix
Severity 1 (Critical): Softwares are completely unavailable or core functionality is down. Response target: 2 hours.
Severity 2 (High): Major feature is unavailable or significantly degraded. Response target: 8 Business Hours.
Severity 3 (Medium): Minor feature issue or workaround is available. Response target: 3 Business Days.
Severity 4 (Low): General inquiry or minor issue with minimal business impact. Response target: 5 Business Days.
Priority Support
Customers subscribed to a Subscription Plan that includes priority support shall be entitled to the following response targets:
(a) Severity 1 (Critical): 1 hour;
(b) Severity 2 (High): 4 Business Hours;
(c) Severity 3 (Medium): 1 Business Day; and
(d) Severity 4 (Low): 2 Business Days.
Priority support shall apply only where expressly included in the Customer’s applicable Subscription Plan or commercial proposal.
Response vs. Resolution
Response targets indicate when Auxill will acknowledge the incident and begin investigation. Response targets are NOT guaranteed resolution times. Resolution time depends on the nature of the issue, availability of fixes, and Customer cooperation.
Role-Based Access Control
Auxill shall maintain role-based access controls (“RBAC”) for the Softwares to enable access to its functionalities based on the roles and permissions assigned to Users. Access permissions shall be administered in accordance with the applicable roles and access configurations supported by the Softwares.
SLA EXCLUSIONS AND NO SERVICE CREDITS
Excluded Downtime
Downtime caused by the following is excluded from the uptime commitment: (a) Scheduled or Emergency Maintenance; (b) Customer network issues or connectivity problems; (c) Third-party services or providers; (d) Customer misuse or non-compliance with these Terms; (e) Force majeure events; (f) Factors beyond Auxill's reasonable control.
No Service Credits
Auxill does not provide service credits, refunds, or other compensation for SLA breaches or downtime. The 99% uptime commitment is provided on a best-effort basis and is not guaranteed.
SCHEDULE II: DATA PROCESSING AGREEMENT
This Data Processing Addendum ("DPA") forms an integral part of the Terms of Service entered into between Auxill Private Limited ("Auxill" or "Data Processor") and the Customer ("Data Fiduciary"). This DPA governs the processing of Personal Data by Auxill on behalf of the Customer in connection with the Services and shall be interpreted in accordance with the Digital Personal Data Protection Act, 2023, the Information Technology Act, 2000, and other applicable laws..
ROLES AND RESPONSIBILITIES
Customer as Data Fiduciary
The Customer acts as the Data Fiduciary in respect of all Personal Data submitted to or processed through the Services and shall:
• determine the purposes and means of processing such Personal Data;
• ensure that all collection, disclosure and transfer of Personal Data to Auxill is lawful and carried out in accordance with applicable law;
• provide all notices and obtain all consents, permissions and authorisations required under applicable law before providing Personal Data to Auxill;
• remain responsible for complying with all obligations imposed upon a Data Fiduciary under applicable data protection laws.
Auxill as Data Processor
Auxill acts solely as a Data Processor on behalf of the Customer and shall:
• process Personal Data only for the purpose of providing the Products and in accordance with these Terms, this DPA and applicable law
• not process Personal Data for its own independent commercial purposes except where required to comply with applicable law or as expressly permitted under these Terms;
• implement appropriate technical and organisational measures to protect Personal Data against unauthorised access, disclosure, alteration, loss or destruction
• promptly notify the Customer if Auxill reasonably believes that any instruction received from the Customer violates applicable law.
SCOPE OF PROCESSING
Categories of Personal Data
Depending upon the Products subscribed to by the Customer, Auxill may process the following categories of Personal Data:
• account registration information, including names, work email addresses, telephone numbers, organisation details and user roles;
• business communication information, including call recordings, call transcripts, AI-generated summaries, call metadata, timestamps, duration, participants and operational information extracted from business communications;
• technical information, including IP addresses, browser information, device identifiers, operating system details, audit logs and application usage data;
• billing and subscription information required for subscription management and invoicing;
• customer support communications;
• any other Personal Data submitted by or on behalf of the Customer while using the Products.
Auxill does not intentionally collect or process medical, biometric or financial information unless such information is voluntarily submitted by the Customer or becomes necessary for future functionality of the Products.
Purpose of Processing
Auxill shall process Personal Data solely for the following purposes:
• providing and maintaining the Products;
• authenticating users and administering customer accounts;
• generating AI-assisted transcripts, summaries, classifications and analytical outputs requested by the Customer;
• maintaining Website security, monitoring performance, troubleshooting issues and preventing fraud;
• complying with legal, regulatory and contractual obligations;
• responding to Customer support requests;
• any other purpose expressly authorised by the Customer or permitted under applicable law.
Sub-processors
The Customer authorises Auxill to engage third-party service providers for the purpose of providing the Products.
Current Sub-processors include, where applicable:
• Google LLC (United States) cloud infrastructure and hosting of the Auxill platform, and storage of call recordings (Google Cloud Platform); AI-assisted call processing, conversation handling and transcription (Google Gemini API); delivery of mobile push notifications (Firebase Cloud Messaging);
• Functional Software, Inc. ("Sentry") (United States) application error and performance monitoring, including crash diagnostics and related device and usage information;
• PhonePe Private Limited (India) payment processing and related billing services.
Auxill shall ensure that each Sub-processor is contractually bound by confidentiality and data protection obligations that are substantially equivalent to those contained in this DPA.
Where Auxill proposes to engage a new Sub-processor that is reasonably likely to materially affect the processing of Personal Data, Auxill shall provide reasonable prior notice to the Customer. If the Customer has reasonable data protection concerns regarding the proposed Sub-processor, the Parties shall discuss such concerns in good faith.
ASSISTANCE WITH DATA PRINCIPAL RIGHTS
Where the Customer receives a request from a Data Principal to exercise any rights available under applicable data protection laws, Auxill shall, taking into account the nature of the processing and the information available to Auxill:
• reasonably assist the Customer in responding to such request;
• provide reasonable information regarding the Personal Data processed by Auxill on behalf of the Customer;
• correct, update or erase Personal Data, unless retention or processing is required or permitted under Applicable Law and;
• assist the Customer in complying with its obligations relating to grievance redressal, regulatory enquiries or other lawful requests concerning Personal Data.
Nothing in this Clause shall require Auxill to respond directly to any Data Principal except where required by applicable law or expressly authorised by the Customer.
SECURITY MEASURES
Technical and Organisational Measures
Auxill shall implement and maintain reasonable technical and organisational security measures appropriate to the nature of the Personal Data processed and the risks associated with such processing, including, where appropriate:
• encryption of Personal Data during transmission and storage where technically feasible;
• access controls designed to restrict access to authorised personnel;
• authentication mechanisms for administrative access;
• audit logging and activity monitoring;
• regular security monitoring, vulnerability management and system maintenance;
• employee confidentiality obligations and access restrictions.
Security Standards
Auxill shall maintain security practices consistent with generally accepted industry standards. Unless expressly stated in writing, nothing in this DPA shall be construed as a representation or warranty that Auxill holds any particular certification.
Personal Data Breach
If Auxill becomes aware of a Personal Data breach affecting Personal Data processed under this DPA, Auxill shall notify the Customer without undue delay after becoming aware of the breach.
Such notification shall include, to the extent reasonably available:
• the nature of the breach;
• the categories of Personal Data affected;
• the likely consequences of the breach; and
• the remedial measures taken or proposed to mitigate its effects.
• Auxill shall reasonably cooperate with the Customer in complying with any applicable legal obligations arising from such breach.
DATA RETENTION, RETURN AND DELETION
Retention of Personal Data
Auxill shall retain Personal Data only for as long as is necessary to provide the Products, comply with applicable law, resolve disputes, enforce these Terms, or fulfil legitimate operational requirements.
Without prejudice to the foregoing:
• call recordings and associated transcripts shall ordinarily be retained for ninety (90) days from the date of creation, following which they shall be automatically deleted unless a different retention period has been agreed with the Customer or is required by applicable law;
• audit logs shall ordinarily be retained for up to three hundred and sixty-five (365) days;
• billing, taxation and accounting records shall be retained for the period required under applicable law;
• backup copies shall be retained only for operational recovery purposes and shall be deleted in accordance with Auxill's backup lifecycle.
Return and Export of Customer Data
Upon termination or expiry of the Subscription, the Customer may request an export of its Customer Data during the thirty (30) day period immediately following such termination.
Auxill shall make the requested Customer Data available in a commercially reasonable electronic format where technically feasible.
Deletion of Customer Data
Following expiry of the thirty (30)-day export period, Auxill shall permanently delete the Customer Data, including backup copies, within ninety (90) days, except to the extent retention is required under Applicable Law, pursuant to a legal hold, or for the establishment, exercise or defence of legal claims. Upon reasonable request, Auxill may confirm completion of deletion.
INTERNATIONAL TRANSFERS
Where Personal Data is transferred, accessed or processed outside India through approved Sub-processors or cloud infrastructure, Auxill shall take commercially reasonable steps to ensure that such processing is carried out in accordance with applicable law and under appropriate contractual safeguards.
The Customer acknowledges that certain approved Sub-processors may process Personal Data from jurisdictions outside India in connection with providing the Products.
AUDIT AND COMPLIANCE ASSISTANCE
Compliance Information
Upon reasonable written request, Auxill shall make available information reasonably necessary to demonstrate its compliance with this DPA.
Audit Rights
Where reasonably necessary for the Customer to verify compliance with applicable data protection obligations, the Customer may request an audit of Auxill's compliance with this DPA, subject to the following conditions:
• at least fifteen (15) Business Days' prior written notice;
• no more than once in any twelve (12) month period unless required by law or following a confirmed Personal Data breach;
• during normal business hours;
• in a manner that does not unreasonably interfere with Auxill's operations or compromise the confidentiality, security or rights of other customers.
Where appropriate, Auxill may satisfy such request by providing independent audit reports, certifications or other equivalent compliance documentation. Each Party shall bear its own costs relating to any audit unless otherwise agreed.
Regulatory Cooperation
Auxill shall reasonably cooperate with the Customer in responding to lawful requests, investigations, notices or directions issued by competent regulatory or governmental authorities relating to Personal Data processed under this DPA.
CUSTOMER OBLIGATIONS
The Customer shall:
• ensure that it has all necessary rights, notices, consents and lawful authority to provide Personal Data to Auxill;
• comply with all applicable laws relating to its collection, use and disclosure of Personal Data;
• ensure that Personal Data submitted through the Products is accurate to the extent reasonably practicable;
• promptly notify Auxill if the Customer becomes aware that any processing instructions previously provided are unlawful or inaccurate;
• use the Products only for lawful purposes and in accordance with the Terms of Service.
• The Customer shall remain solely responsible for determining the purposes and lawful basis for processing Personal Data.
AUXILL'S OBLIGATIONS
Auxill shall:
• process Personal Data only as necessary to provide the Products or as otherwise instructed by the Customer, except where otherwise required by applicable law;
• ensure that persons authorised to process Personal Data are subject to appropriate confidentiality obligations;
• implement reasonable technical and organisational security measures in accordance with Clause 4;
• engage Sub-processors only in accordance with Clause 2.3;
• provide reasonable assistance to the Customer in complying with applicable data protection obligations to the extent required by law and taking into account the nature of the Products;
• cease processing Personal Data upon termination of the access and use of the Products except where retention is required or permitted under applicable law or these Terms.
LIABILITY
Limitation of Liability
Except for liability arising from fraud, wilful misconduct, breach of confidentiality obligations, infringement of Intellectual Property Rights, indemnification obligations, or liability that cannot be excluded or limited under applicable law, each Party's aggregate liability arising out of or in connection with this DPA shall be subject to the limitation of liability set out in the Terms of Service.
No Consequential Damages
To the maximum extent permitted by applicable law, neither Party shall be liable to the other for any indirect, incidental, consequential, exemplary, special or punitive damages, including loss of profits, goodwill, revenue or anticipated savings, arising out of or in connection with this DPA, even if advised of the possibility of such damages.
TERM AND TERMINATION
Term
This DPA shall come into effect on the Effective Date and shall remain in force for so long as Auxill processes Personal Data on behalf of the Customer under the Terms of Service.
Termination
This DPA shall automatically terminate upon the termination or expiry of the Terms of Service, except to the extent that Auxill continues to process Personal Data pursuant to applicable law or for the purposes of complying with post-termination obligations under the Terms of Service.
Effect of Termination
Upon termination of this DPA:
• Auxill shall cease processing Personal Data except to the extent required for data export, deletion, legal compliance or other purposes expressly permitted under the Terms of Service or applicable law;
• Personal Data shall be returned, exported or deleted in accordance with Clause 5 of this DPA;
• each Party shall continue to comply with any obligations that expressly survive termination or which by their nature are intended to survive termination.
AMENDMENTS
Auxill may amend this DPA from time to time where reasonably necessary to:
• reflect changes in applicable law;
• reflect changes to the Products or processing activities;
• address regulatory guidance; or
• improve data protection practices.
Where any amendment materially affects the Customer's rights or obligations, Auxill shall provide reasonable prior notice through the Websites, email or other appropriate means.
If the Customer does not agree to a material amendment, the Customer may cancel or terminate their engagement with the Products in accordance with the Terms of Service.
GOVERNING LAW AND DISPUTE RESOLUTION
This DPA shall be governed by and construed in accordance with the laws of India. Any dispute arising out of or in connection with this DPA shall be resolved in accordance with the dispute resolution provisions contained in the Terms of Service, which are incorporated into this DPA by reference.
(Late updated: 13/08/2026)