Terms and Conditions

Effective date: 8 September 2026
Last updated: 8 September 2026
Version: 1.0

1. About this document and why it is in two parts¶

1.1 The problem this structure solves¶

DaemonOps is not yet a purchasable service. At the date of this document the only live function on https://daemonai.tech is a waitlist form. Publishing full software-as-a-service terms today would misrepresent that a service exists, that accounts can be opened and that fees are payable. Publishing only lightweight website terms would mean tearing up the entire instrument at launch and asking every early customer to accept a materially different bargain at the moment they are least inclined to negotiate.

This document therefore does both, in a single, versioned instrument split into two parts.

1.2 Part A — in force now¶

Part A (clauses 4 to 14) is in force from the Effective Date stated above. It governs your access to and use of the daemonai.tech website (the "Site") and your submission of a waitlist or early-access request. It applies to every visitor to the Site, whether or not you submit anything.

1.3 Part B — dormant¶

Part B (clauses 15 to 35) is dormant. It has no legal effect on you unless and until it is activated in accordance with clause 15. Part B is published now, in full, so that prospective customers, their counsel and their procurement teams can read the intended commercial and legal architecture of the Service before committing time to a pilot. Its publication is an act of disclosure, not an offer capable of acceptance, and nothing in Part B obliges Daemon AI LLP to supply anything to anyone.

1.4 How to read this document¶

Headings are for convenience and do not affect interpretation. References to clauses are to clauses of this document. "Including" and "in particular" are not words of limitation. Words in the singular include the plural and vice versa. Capitalised terms used in Part B have the meanings given in clause 16; capitalised terms used in Part A have the meanings given where they first appear.

2. Who we are — statutory identity block¶

The following particulars are given in compliance with section 21 of the Limited Liability Partnership Act, 2008.


Name	Daemon AI LLP
Entity type	Limited Liability Partnership incorporated in India
LLPIN	ACX-5722
Registered office	Door No. 16-7-94, First Floor, First Main Road, Dargamitta, Nellore, Nellore District, Andhra Pradesh, India, 524003
Product	DaemonOps, at https://daemonai.tech
Contact	contact@daemonai.tech

Daemon AI LLP is a limited liability partnership. The liability of its partners is limited.

In this document, "Daemon AI LLP", "we", "us" and "our" mean Daemon AI LLP. "You" and "your" mean the person accessing the Site or, in Part B, the Customer and its Users.

The address above is the address for service of any notice under this document. contact@daemonai.tech is the only email address at which we accept correspondence relating to these terms; any other address purporting to be ours should be treated as unauthorised.

3. Acceptance, eligibility and capacity¶

3.1 Acceptance¶

By accessing, browsing or otherwise using the Site, you accept Part A of these terms and the Acceptable Use Policy referred to in clause 8. If you do not accept them, you must not use the Site.

Where you submit a waitlist or early-access request, your acceptance of Part A and of the Acceptable Use Policy is signified by your submission of the form. The form displays, with the submit control, a notice stating that by submitting you agree to these terms, and links to them. If you do not accept them, do not submit the form.

The form also carries a separate mandatory tick-box, by which you confirm that you are 18 or over and consent to our contacting you about DaemonOps early access, and an optional tick-box for product updates. Those tick-boxes record consent to the processing of your personal data under the Digital Personal Data Protection Act, 2023. They are not, and are not presented as, your acceptance of these terms, which is signified by submission as described above. Consent given through either tick-box may be withdrawn at any time by writing to contact@daemonai.tech; withdrawal is as easy as giving it, and does not affect the operation of these terms in respect of your use of the Site.

3.2 Age and capacity¶

You must be at least 18 years of age to use the Site or to submit a waitlist request. The Site is directed at businesses and at professionals acting in the course of their employment or business. It is not directed at children, and we do not knowingly collect information from anyone under 18. If you believe a person under 18 has submitted information to us, contact contact@daemonai.tech and we will delete it.

3.3 Authority¶

If you submit a waitlist request using an email address issued by an organisation, or you otherwise identify an organisation in your submission, you warrant that you are authorised by that organisation to make the submission and to disclose the information contained in it. You must not submit information that you are contractually or legally prohibited from disclosing.

Part A — Site and Waitlist Terms (in force from the Effective Date)¶

4. Scope of Part A¶

Part A governs:

(a) your access to and use of the Site and any content, documentation, marketing material, demonstration or interactive preview made available on it; and

(b) your submission of a waitlist or early-access request and any correspondence arising from it.

Part A does not govern the supply of any software service, because no software service is presently supplied. The supply of the Service, if and when it happens, will be governed by Part B once activated under clause 15.

5. The waitlist — what it is, and what it is not¶

5.1 What the waitlist collects¶

The waitlist form asks for a work email address, a role selection, and a free-text answer to a prompt asking you to describe the one painful process or dashboard you cannot get today. Submissions are transmitted by email to an operator inbox using a third-party email API. We do not presently maintain a customer database, an account system or a login.

5.2 What a submission is not¶

For the avoidance of doubt, and because this is the point most likely to be misunderstood:

(a) A submission does not create a contract for the supply of anything. It is an expression of interest by you and nothing more. It is not an offer by us, and our receipt or acknowledgement of it is not an acceptance.

(b) A submission does not oblige us to grant you access. We may decide, at our sole discretion and without giving reasons, not to offer access to you at all.

(c) A submission does not reserve a place, a position in a queue, or a date. Any indication of ordering, sequence, cohort or timing given on the Site or in correspondence is indicative only and may change.

(d) A submission does not fix, commit to or imply any price, discount, free period, feature set or launch date. No pricing is published on the Site, and none is offered by this document.

(e) We may close, pause, re-order, re-scope or withdraw the waitlist at any time, and may decline, remove or delete any submission, in each case at our discretion and without liability to you.

5.3 What we may do with your submission¶

We may read your submission, use it internally to understand demand and to shape the product, contact you at the email address you supplied in connection with your request, and retain it for as long as is reasonably necessary for those purposes. Our handling of personal data contained in your submission is described in the Privacy Policy referred to in clause 13. Our rights in the free-text content of your submission, so far as it constitutes feedback or suggestions, are set out in clause 10.

5.4 Accuracy of what you submit¶

You must not submit information that is false, that impersonates another person, or that belongs to a third party who has not authorised its disclosure. You are responsible for the accuracy of what you submit.

6. No service, no fees, no service levels¶

(a) There is no service. Nothing on the Site constitutes the provision of a software service, an agent, an integration, a data-processing service or any other operational capability to you.

(b) There are no fees. Nothing in Part A obliges you to pay anything, and nothing entitles you to anything for which payment would be due.

(c) There are no service levels. No availability commitment, uptime target, response time, support commitment or service credit applies to the Site or to the waitlist, and none is offered by this document. We may modify, suspend or discontinue the Site, in whole or in part, at any time and without notice.

(d) There is no account. The Site does not currently offer accounts, credentials or logins. If we later introduce them, their use will be governed by Part B once activated.

7. Site content and forward-looking statements¶

7.1 Forward-looking descriptions, and non-reliance¶

The Site describes DaemonOps, its intended architecture, its intended governance behaviour and its intended capabilities. All such descriptions — including any statement about how the product senses, decides, acts or reports, about approval behaviour, about logging or about the limits within which the product operates — are forward-looking statements of present intention about a product under development.

You acknowledge that you have not relied, and will not rely, on any statement, description, demonstration, roadmap indication or timing indication made outside these terms and the Documentation, and that you have not been induced to use the Site or to submit a waitlist request by any such statement. Where Part B is later activated, clause 35.7 applies in the same terms to the agreement then formed.

Nothing in this clause 7.1 excludes or limits any liability for fraudulent misrepresentation, or any other liability that cannot lawfully be excluded or limited.

7.2 The Documentation is the binding description¶

The actual, binding functional description of the Service — including the precise scope of any approval, logging, permission or oversight behaviour, and its limitations — will be the Documentation made available at launch and expressly incorporated into an executed Order Form. Where the Documentation and the Site differ, the Documentation governs. Where Part B is not yet activated, neither creates an enforceable obligation to supply anything.

7.3 Changes without notice¶

Product plans change. We may change, withdraw or contradict any description on the Site at any time without notice and without liability, and we do not undertake to update forward-looking statements to reflect later events.

7.4 No professional advice¶

Content on the Site is provided for general information. It is not legal, regulatory, financial, tax, security or other professional advice, and must not be relied on as a substitute for advice from a qualified adviser who knows your circumstances.

8. Acceptable use of the Site¶

You must use the Site in accordance with the Acceptable Use Policy published at /legal/acceptable-use, which is incorporated into these terms by reference and forms part of them. Breach of the Acceptable Use Policy is a breach of these terms.

Without limiting that Policy, you must not:

(a) use the Site in any way that is unlawful, fraudulent or has an unlawful or fraudulent purpose;

(b) access, or attempt to access, any part of the Site, any server, or any system or network connected to the Site, that you are not authorised to access, or exceed authorised access — conduct which may constitute an offence or a civil wrong under section 43 and section 66 of the Information Technology Act, 2000, among other laws;

(c) introduce any virus, worm, logic bomb or other material that is malicious or technologically harmful;

(d) scrape, harvest, crawl or systematically extract content from the Site other than by a well-behaved search-engine crawler observing our published robots directives, or circumvent any anti-automation, rate-limiting or bot-detection measure;

(e) attempt to interfere with the proper working of the Site, including by denial-of-service or resource-exhaustion techniques;

(f) conduct any penetration test, vulnerability scan or other security testing against the Site without our prior written authorisation; or

(g) submit through the waitlist form any personal data other than your own business contact details, any special-category or sensitive personal data, any Aadhaar or other government identifier, any payment card data, or any confidential information belonging to a third party.

We may suspend or block your access to the Site at any time if we reasonably believe you have breached this clause or the Acceptable Use Policy.

9. Intellectual property in the Site and our brand¶

9.1 Ownership¶

The Site, and all content, text, graphics, layouts, designs, diagrams, illustrations, code, structure and compilation on it, are owned by or licensed to Daemon AI LLP and are protected by copyright, database rights and other intellectual property laws. Except as expressly stated, no rights are granted to you.

9.2 Limited permission¶

You may view the Site, and print or download extracts, for your own internal business evaluation. You must not modify the copies, remove or alter any notice, or use any extract in a way that suggests endorsement or association without our prior written consent.

9.3 Marks and distinctive branding¶

"Daemon AI", "DaemonOps", "Ops Packs", the phrase "Sense · Decide · Act · See", our logos and our other distinctive brand elements are trade marks and brand identifiers of Daemon AI LLP.

They are used as unregistered marks and are claimed at common law. No claim is made, and nothing on the Site or in this document is to be read as a claim, that any of them is a registered trade mark, and no registration symbol is used in connection with any of them. Our rights in them — including the right to bring an action for passing off — are preserved by section 27(2) of the Trade Marks Act, 1999, which provides that nothing in that Act affects rights of action against any person for passing off goods or services as the goods or services of another.

You may not use them without our prior written consent, except in factual, descriptive references to us or our product that do not imply sponsorship, affiliation or endorsement. Nothing in this document transfers any goodwill in these marks to you.

9.4 Third-party marks¶

Any third-party names, marks or logos appearing on the Site are the property of their respective owners and are used for identification and interoperability description only. Their appearance does not imply any partnership, endorsement or certification.

10. Feedback and suggestions¶

10.1 The licence¶

If you send us any feedback, suggestion, idea, comment, requirement, description of a problem or workflow, feature request, or other material relating to the Site, DaemonOps or our business — including anything you write in the free-text field of the waitlist form or in any subsequent conversation, call, email or message (together, "Feedback") — you grant Daemon AI LLP a perpetual, irrevocable, worldwide, non-exclusive, fully paid-up, royalty-free, sub-licensable and transferable licence to use, copy, modify, adapt, publish, disclose and exploit that Feedback for any purpose, including to develop, improve, market and commercialise our products and services, without any obligation of confidence, compensation, accounting or attribution to you.

10.2 Why we ask for this¶

We say this openly rather than burying it. The waitlist deliberately asks you to describe the operational pain you cannot solve today. Those descriptions are the most useful input we receive, and they will influence what we build. Without the licence in clause 10.1, a person who described a workflow to us could later assert that we built their idea. Clause 10.1 removes that ambiguity for both sides.

10.3 What this licence does not do¶

Clause 10.1 does not:

(a) transfer ownership of your Feedback to us — you keep whatever rights you have in it;

(b) grant us any licence to your trade marks, your registered designs, your patents, or any software or dataset you own; or

(c) entitle us to disclose information you have clearly and expressly marked as confidential and provided under a separate written confidentiality agreement signed by us.

10.4 Your warranty¶

You warrant that you have the right to give us the Feedback and to grant the licence in clause 10.1, and that the Feedback does not infringe the rights of any third party or breach any obligation of confidence you owe. Do not send us confidential information you are not free to share. Unless a signed confidentiality agreement is in place, we treat everything you send as non-confidential.

11. Third-party links and services¶

The Site may link to third-party websites, resources or services. Those links are provided for convenience only. We do not control, endorse, verify or assume responsibility for third-party content, products, practices or terms. Your use of any linked resource is at your own risk and subject to that third party's own terms.

12. Liability for the Site and the waitlist¶

12.1 The Site is provided as-is¶

The Site and its content are provided on an "as is" and "as available" basis, without any warranty of any kind, whether express, implied or statutory. To the maximum extent permitted by law, we disclaim all implied warranties, conditions and terms, including as to accuracy, completeness, currency, merchantability, fitness for a particular purpose, quiet enjoyment, non-infringement, uninterrupted availability and freedom from error or malicious code.

12.2 What we are not liable for¶

To the maximum extent permitted by law, we are not liable to you for:

(a) any indirect, incidental, special, consequential, punitive or exemplary loss;

(b) any loss of profit, revenue, business, contract, opportunity, anticipated saving, data or goodwill, whether direct or indirect;

(c) any loss arising from your reliance on any forward-looking statement, product description, roadmap indication or timing indication on the Site;

(d) any loss arising from your inability to access the Site, or from its modification, suspension or discontinuation;

(e) any loss arising from a decision by us not to grant you access to the Service, or to close, re-order or withdraw the waitlist; or

(f) any loss arising from a third-party website, resource or service linked from the Site.

12.3 Aggregate cap¶

To the maximum extent permitted by law, our total aggregate liability to you arising out of or in connection with Part A, the Site and the waitlist — whether in contract, tort (including negligence), breach of statutory duty, restitution or otherwise — is limited to ₹25,000 (twenty-five thousand rupees). This limit reflects the fact that Part A involves no payment by you and no supply by us. It is a limitation of our liability, not a sum payable by either party on breach.

12.4 Extension to partners, employees and agents¶

Each limitation and exclusion in this clause 12 applies equally, and is to be given effect, in respect of the partners and designated partners of Daemon AI LLP and our employees, contractors and agents, as well as in respect of Daemon AI LLP itself.

You covenant with Daemon AI LLP that you will not bring or continue any claim personally against any such individual in respect of any matter arising out of Part A, the Site or the waitlist, and that you will pursue any claim you may have against Daemon AI LLP alone. That covenant is a contractual promise given by you to us. Daemon AI LLP may enforce it — including by seeking a stay or restraint of any claim brought in breach of it, and by recovering the loss we suffer as a result of the breach. Clause 35.8 explains why the covenant is framed that way.

This clause is a contractual allocation and does not rest on section 28 of the Limited Liability Partnership Act, 2008. That section is concerned with partners only, and section 28(2) expressly preserves a partner's personal liability for their own wrongful act or omission. Nothing in this clause is to be read as extending the protection of section 28 to any person, or as excluding any liability of any individual for their own wrongful act or omission where the law does not permit that liability to be excluded.

12.5 What is not excluded¶

Nothing in these terms excludes or limits any liability for fraud or fraudulent misrepresentation, for death or personal injury caused by negligence, for our wilful misconduct or deliberate breach of these terms, or any other liability that cannot lawfully be excluded or limited, including under a statutory provision that expressly prohibits its exclusion. Where you deal with us as a consumer, nothing in these terms affects any statutory right you have that cannot be excluded by agreement.

13. Privacy — a notice, not a contractual term¶

Our Privacy Policy and Cookie Policy describe how we handle personal data and cookies in connection with the Site and the waitlist. They are statutory transparency notices. They are provided for information and are expressly not incorporated into these terms, and are not contractual promises given to you under this document. Your rights in respect of your personal data arise from applicable data-protection law and from those notices, not from these terms; nothing in these terms is intended to restrict, waive or replace them.

14. Changes to Part A; withdrawal of the Site¶

We may amend Part A at any time by publishing an updated version on the Site with a new version number and Last Updated date. Changes take effect when published. Your continued use of the Site after publication constitutes acceptance of the amended Part A. If you do not accept an amendment, your remedy is to stop using the Site and to ask us to delete your waitlist submission by writing to contact@daemonai.tech.

We may also withdraw the Site, or any part of it, permanently or temporarily, without notice.

Part B — Service Terms (dormant until activated under clause 15)¶

Status notice. Part B has no legal effect on you at present. It is published in advance so that it can be reviewed before any commitment is made. It becomes binding only as described in clause 15, and only between Daemon AI LLP and the entity named in the relevant Order Form or in-product acceptance.

15. Activation of Part B¶

15.1 How Part B becomes binding¶

Part B takes effect between Daemon AI LLP and a customer only on the earlier of:

(a) the execution by both parties of an Order Form, evaluation agreement, pilot agreement or other written agreement that expressly incorporates these Service Terms; or

(b) an authorised representative of the customer expressly accepting these Service Terms in-product — by clicking to accept, or by an equivalent affirmative act — as a condition of being provisioned access to the Service.

15.2 Until then¶

Until one of those events occurs, Part B imposes no obligation on either party, confers no right on any person, and creates no expectation that the Service will be made available. Publication of Part B is not an offer, an invitation to treat that we are bound to honour, or a representation that the Service exists in the form described.

15.3 On activation¶

On activation, Part B applies together with Part A, and the two are read as one agreement, with the order of precedence in clause 33 resolving any conflict. Part A continues to govern the Site itself.

16. Definitions¶

The following definitions apply throughout Part B. They are also the canonical definitions referenced by the Acceptable Use Policy, the Data Processing Addendum and the Documentation; where any of those documents uses a capitalised term defined here, it bears the meaning given here unless that document expressly states otherwise.

"Agent Action" means any operation performed by the Service in a Connected Application on behalf of the Customer, including any read, search, retrieval, creation, update, deletion, send, share, schedule, assignment or status change, and any sequence of such operations.

"Approval Gate" means a configured control point at which an Agent Action is held pending explicit confirmation by a Named User before it is executed.

"Authorisation Scope" means the set of permissions, OAuth scopes, API keys, tokens, credentials, roles, filters and allow-lists that the Customer grants to, or configures within, the Service in respect of a Connected Application, together with any narrowing configuration applied by the Customer within the Service.

"Autonomy Level" means the Customer-selected setting that determines, for a given class of Agent Action, whether the Service proposes an action for approval, executes it and reports it, or executes it subject to configured Approval Gates.

"Connected Application" means any third-party system, application or service that the Customer connects to the Service, including customer relationship management systems, mailboxes, calendars, messaging platforms, document stores, ticketing systems and databases.

"Customer" means the entity that has entered into an Order Form or accepted these Service Terms under clause 15.

"Customer Content" means data, documents, records, messages, files, configurations and other material that the Customer or its Users provide to the Service, or that the Service reads from, or writes to, a Connected Application on the Customer's behalf. Customer Content includes personal data contained in such material.

"Customer Instruction" means any instruction to the Service given by or on behalf of the Customer, including a prompt, a configuration, an automation rule, a schedule, a policy setting, an Ops Pack selection and an approval given at an Approval Gate.

"Documentation" means the technical and functional documentation for the Service that we make generally available to customers and update from time to time.

"Model Provider" means a third party that supplies a machine-learning model, inference capability or related service used by the Service.

"Named User" or "Acting User" means an individual authorised by the Customer to use the Service under a unique, individually attributable account. Where an Agent Action is executed under the identity and permissions of a particular individual, that individual is the Acting User for that Agent Action.

"Ops Pack" means a packaged configuration of workflows, prompts, policies, connectors, roles and default Approval Gates for a defined operational use case, supplied by us or configured by the Customer.

"Service" means the DaemonOps operations platform made available by Daemon AI LLP under an Order Form, as described in the Documentation.

"Service Data" means data generated by the operation of the Service that is not Customer Content, including logs, audit records, telemetry, configuration metadata, performance measurements and aggregated or de-identified usage statistics.

"User" means a Named User or any other individual permitted by the Customer to access the Service.

17. Accounts and Named Users¶

17.1 Individual accounts¶

Each User must use their own individual account. The Customer must not permit account sharing, and must not create or use a shared, generic or "service" account that presents Agent Actions as if performed by a named individual who did not authorise them. Where the Service requires a non-human integration identity for a legitimate technical purpose, it must be created and labelled as such in accordance with the Documentation, and must not be given a human name or a human's credentials.

17.2 Credentials¶

The Customer is responsible for maintaining the confidentiality of all credentials, for enforcing appropriate authentication controls on its own side, and for all activity occurring under its accounts. The Customer must notify us at contact@daemonai.tech promptly on becoming aware of any unauthorised access or credential compromise.

17.3 Responsibility for Users¶

The Customer is responsible for the acts and omissions of its Users as if they were its own, including compliance with these Service Terms and the Acceptable Use Policy.

17.4 Deprovisioning¶

The Customer must promptly deactivate accounts, revoke roles and revoke Authorisation Scopes for any User who leaves its organisation or whose role changes such that the access is no longer appropriate.

18. Connected Applications and Authorisation Scope — Customer responsibility¶

This clause allocates the single largest risk in the Service. Read it carefully.

18.1 The Customer decides what is connected¶

The Customer is solely responsible for deciding which Connected Applications to connect to the Service, which credentials and Authorisation Scopes to grant, which Named Users may grant them, and which roles, filters, allow-lists, Approval Gates and Autonomy Levels to configure.

18.2 The Customer's specific responsibilities¶

The Customer is responsible for, and warrants that it will:

(a) ensure that each individual who connects a Connected Application or grants an Authorisation Scope is authorised within the Customer's organisation to do so, and to grant access to the data and capabilities that the grant confers;

(b) ensure that the grant does not breach the Customer's agreement with the provider of the Connected Application, that provider's terms of service, API terms, developer policy or rate limits;

(c) ensure that the grant does not breach any obligation of confidence, professional duty, regulatory restriction or internal policy binding on the Customer;

(d) grant the narrowest Authorisation Scope sufficient for the intended use, and prefer read-only scopes where writes are not required;

(e) configure roles, per-action allow-lists, Approval Gates and Autonomy Levels appropriately for the sensitivity and reversibility of the actions permitted; and

(f) review Authorisation Scopes periodically and revoke them promptly when they are no longer required, when a User departs, or when a connection is no longer appropriate.

18.3 What we do, and what we cannot do¶

The Service is designed and configured to execute within the Authorisation Scope granted by the Customer, and under the identity and permissions of the Acting User. The Customer configures and controls that scope, as clauses 18.1 and 18.2 provide. We do not deliberately exceed it, and the controls by which the Service is designed to operate within it are described in the Documentation, which is the binding description of them.

No representation is made that the Service, or any control within it, is incapable of error, defect, failure or circumvention, and nothing in this agreement is to be read as such a representation. Clause 22 addresses the character of the Service's output. Clause 22.4(b) and clause 23.2 address failures of the security, permission and access controls themselves.

We cannot, however, verify whether any given grant was properly authorised inside the Customer's organisation. When a Connected Application returns a valid credential or token, the Service receives an assurance from that third party that a grant occurred. It receives no assurance that the granting individual had internal authority to make it, that the grant complies with the Customer's policies, or that the data reachable within that scope is data the Acting User should be able to reach. Only the Customer can know those things.

That gap is real, it cannot be closed by us, and this clause allocates it to the Customer. The Customer accepts that responsibility, and the consequences of a grant made without proper internal authority rest with the Customer.

18.4 Third-party terms¶

The Connected Applications are supplied by third parties on their own terms. We are not a party to, and have no control over, those terms, and we are not responsible for any Connected Application's availability, functionality, security, data handling, pricing or continuity, or for any change a provider makes to its API, scopes, rate limits or automation policy.

19. Authority to act — limited-purpose agency¶

19.1 Appointment¶

By connecting a Connected Application, granting an Authorisation Scope and issuing Customer Instructions, the Customer appoints Daemon AI LLP as its agent for the limited purpose of performing Agent Actions within that Authorisation Scope and in accordance with those Customer Instructions. This appointment is made under Chapter X of the Indian Contract Act, 1872, and section 182 of that Act (definition of agent and principal) applies to it.

The agent appointed under this clause is Daemon AI LLP. The Service is the instrument through which Daemon AI LLP performs that agency. The Service is not itself an agent, and is not capable of being an agent, under Chapter X of the Indian Contract Act, 1872, which contemplates a person. Accordingly, every Agent Action performed by the Service is deemed for the purposes of this agreement to be an act done by Daemon AI LLP as agent of the Customer, and every reference in this agreement to an act of the Service is to be read as a reference to an act of Daemon AI LLP through the Service.

19.2 Acts within authority bind the Customer¶

Acts done by the Service within the Authorisation Scope and in accordance with Customer Instructions bind the Customer as principal, and have the same effect as if done by the Customer itself, consistently with section 226 of the Indian Contract Act, 1872.

19.3 Indemnity for lawful acts within authority¶

The Customer shall indemnify Daemon AI LLP against the consequences of all lawful acts done by it as agent in the exercise of the authority conferred, in accordance with section 222 of the Indian Contract Act, 1872, and as further provided in clause 29.

The limits of that statutory indemnity are acknowledged. Section 222 extends to lawful acts only. Section 224 of the same Act provides that a principal is not liable to indemnify an agent in respect of an act that is criminal, whether or not the principal expressly requested it. And section 222 gives no indemnity in respect of the agent's own default, neglect or want of skill, for which section 212 provides the opposite remedy. The contractual indemnity in clause 29.1 is therefore the operative indemnity between the parties. Section 222 is relied on as a supplementary statutory foundation for it and not as a wider or stronger one, and nothing in this clause is to be read as a claim that the statutory indemnity is more extensive than the contractual one.

19.4 Revocability¶

The authority conferred by the Customer is revocable at will. The Customer may revoke it at any time, in whole or in part, by revoking an Authorisation Scope, disconnecting a Connected Application, changing an Autonomy Level, or invoking the emergency stop function described in the Documentation. Revocation takes effect prospectively and does not undo or reverse an Agent Action already executed (see clause 20.3).

19.5 No apparent authority beyond the Authorisation Scope¶

The Customer expressly negates any apparent or ostensible authority beyond the Authorisation Scope. Nothing in this agreement, in the Documentation, in any marketing material or in any course of dealing is to be construed as the Customer holding out Daemon AI LLP as having authority beyond the Authorisation Scope.

As between the parties, the Customer bears the consequences of any holding-out, representation, permission or course of conduct by the Customer or its Users that induces a third party to believe that authority beyond the Authorisation Scope exists, and shall indemnify us in respect of it under clause 29.1.

That is an allocation of risk between the Customer and us alone. It does not, and cannot, affect the position of any person who is not a party to this agreement. Section 237 of the Indian Contract Act, 1872 confers protection on third parties who deal on the faith of a principal's holding-out; two contracting parties cannot exclude it as against such a person, and nothing in this clause purports to exclude, restrict or displace section 237 as against any third party.

If the Service is caused to act outside the Authorisation Scope by an act or omission of the Customer or its Users, that act is nonetheless the Customer's for the purposes of clause 20.

19.6 No partnership, joint venture or employment¶

Nothing in this agreement creates a partnership, joint venture, employment relationship or fiduciary relationship between the parties beyond the limited agency expressly created by this clause 19.

20. Agent Actions in third-party systems¶

20.1 Actions execute as the Acting User¶

Agent Actions execute inside the Customer's own Connected Applications, using the credentials and Authorisation Scope the Customer granted, under the identity and permissions of the Acting User. An Agent Action has the same legal and practical effect as if the Acting User had performed it manually. An email sent is an email from that person. A record updated is a record that person updated. A meeting scheduled is a meeting that person scheduled.

20.2 Responsibility to third parties¶

As between the parties, the Customer is responsible to the provider of the Connected Application, to its counterparties, to its customers, and to any affected individual, for every Agent Action performed within the Authorisation Scope, on the same basis as if performed manually by the Acting User.

20.3 Actions may be irreversible¶

Agent Actions may be irreversible. An email that has been sent cannot be unsent. A record that has been deleted may not be recoverable. A deal stage, a status, a permission, a calendar invitation or an outbound message that has been changed or dispatched may have consequences that cannot be undone by changing it back.

We give no guarantee, warranty or undertaking that any Agent Action can be reversed, recalled, retracted, cancelled or nullified, whether by us, by the Customer or by the provider of the Connected Application. Any "undo", "revert" or compensating action described in the Documentation operates only to the extent the relevant Connected Application supports it, and is a best-effort compensating action, not a reversal.

20.4 Independent backups¶

The Customer must maintain its own independent, tested backups of all data held in its Connected Applications, and must not rely on the Service as a backup, archive or system of record. The Service is an operations layer over the Customer's systems; it is not a data-retention or disaster-recovery service.

20.5 Third-party rate limits, suspension and termination¶

Providers of Connected Applications may throttle, rate-limit, restrict, suspend or terminate the Customer's account or API access, including because of automated or programmatic access. The Customer accepts that risk. We are not liable for any consequence of such throttling, restriction, suspension or termination, and the Customer must satisfy itself that its intended use of the Service is permitted by each Connected Application's terms.

20.6 Audit records¶

The Service records Agent Actions as described in the Documentation. Audit records are Service Data. The scope, retention period, content and export mechanism for audit records are as set out in the Documentation, and are the binding description of that function.

21. Human oversight is a Customer obligation¶

21.1 The obligation¶

Human oversight is not merely a product feature we offer; it is an obligation the Customer accepts. The Customer shall:

(a) configure Approval Gates and Autonomy Levels that are appropriate to the sensitivity, reversibility and potential impact of each class of Agent Action, and review that configuration periodically;

(b) require Approval Gates for Agent Actions that are consequential or irreversible, and for any Agent Action affecting an individual's legal position or similarly significant interests;

(c) ensure that individuals responsible for approving Agent Actions have the authority, competence, information and time to exercise meaningful judgement, and are not merely confirming without review; and

(d) monitor the Service's operation and audit records, and investigate anomalies promptly.

21.2 Not the sole basis for significant decisions¶

The Customer must not use the Service as the sole or determinative basis, without meaningful human review, for any decision producing legal effects concerning an individual or similarly significantly affecting an individual. The categories to which this applies are set out in the Acceptable Use Policy and include employment, credit, insurance, housing, education, healthcare and eligibility for benefits or legal rights.

21.3 Effect¶

A failure by the Customer to comply with this clause 21 is a breach of this agreement, and is relevant to the allocation of responsibility for any resulting loss. Where loss arises from an Agent Action that the Customer permitted to execute without an Approval Gate that a reasonable operator would have configured, that loss is the Customer's.

22. AI output — no warranty of correctness¶

22.1 Nature of the output¶

The Service uses machine-learning models, including models supplied by Model Providers. Output produced by such models may be inaccurate, incomplete, outdated, misleading, internally inconsistent or entirely fabricated, including where it is expressed confidently or cites sources. Identical or similar inputs may produce different outputs on different occasions. Output is probabilistic, not deterministic.

22.2 No warranty¶

We do not warrant that any output of the Service is accurate, complete, current, reliable, suitable for any purpose, or free from error, and we expressly disclaim any such warranty. The Customer is responsible for reviewing, verifying and validating output before relying on it or acting on it.

22.3 Not professional advice¶

Output of the Service is not legal, financial, tax, medical, employment, regulatory or other professional advice, and must not be presented, used or relied on as such.

22.4 The distinction that matters: inaccuracy versus governance failure¶

These are two different things and are treated differently.

(a) Output inaccuracy is not a defect. If the Service produces a summary that is wrong, a recommendation that is poor, a draft that misstates a fact, or a classification that is incorrect, that is a characteristic of the technology and falls within the disclaimer in clause 22.2. It is not a breach of warranty and does not give rise to a claim.

(b) A governance failure is different. A failure of the security, permission or access controls described in clause 23.2 — for example, the Service executing outside the Authorisation Scope granted by the Customer as a result of a defect in the Service, or a failure of the access controls that separate one customer's data from another's — is a security and permissions failure, not an output-quality question. Such failures are addressed by the warranty in clause 23.2 and by our obligations under the Data Processing Addendum, to the extent stated there.

22.5 Adversarial input¶

We do not warrant that the Service is immune to prompt injection, adversarial input, data poisoning, model manipulation or social engineering delivered through content that the Service reads from Connected Applications or from third parties. Content ingested from mailboxes, records, documents and messages may contain instructions designed to influence the Service's behaviour. The Customer's configuration of Authorisation Scopes, Approval Gates and Autonomy Levels under clauses 18 and 21 is the principal control against this risk, and the Customer accepts that no set of controls eliminates it.

23. Warranties and disclaimers¶

23.1 Mutual warranty¶

Each party warrants to the other that it has full power and authority to enter into this agreement and that the individual accepting it is authorised to bind it.

23.2 Our warranties¶

We warrant that:

(a) we will provide the Service with reasonable skill and care, in accordance with the Documentation in all material respects; and

(b) we will not materially degrade the overall security of the Service during the term of the Order Form.

These are the only warranties we give.

23.3 No availability commitment¶

We give no warranty, commitment or target as to availability, uptime, throughput, latency, capacity or response time, and no service credit regime applies, unless and to the extent expressly agreed in a separate written service level agreement forming part of an executed Order Form. No such agreement exists by default and none is offered by this document.

23.4 Disclaimer of implied terms¶

Except as expressly stated in clause 23.2, and to the maximum extent permitted by law, the Service is provided "as is" and "as available", and all warranties, conditions, terms and duties implied by statute, common law or otherwise — including any implied duty of skill, diligence, accounting or communication that might otherwise arise from the limited agency created by clause 19, and any implied warranty of merchantability, fitness for a particular purpose, satisfactory quality, non-infringement or uninterrupted operation — are excluded. Our duties are those expressly stated in this agreement, in the Documentation where expressly incorporated, and in the Data Processing Addendum, and no others are implied.

23.5 No certification claim¶

We make no claim to hold, and this agreement does not represent that we hold, any security or compliance certification, attestation or audit report. Any security measures we implement are as described in the Documentation and in the Data Processing Addendum, and nothing more.

24. Customer obligations and warranties¶

24.1 Lawful basis and notice¶

The Customer warrants that it has, and will maintain throughout the term, a valid lawful basis and all necessary rights, consents, notices and authorisations for all personal data and other content that reaches the Service — whether provided directly by the Customer, ingested by the Service from a Connected Application, or generated in the course of an Agent Action.

24.2 People who never signed up¶

This obligation expressly extends to personal data about individuals who have no relationship with the Customer's use of the Service and who have never interacted with the Service. The Service reads from the Customer's own systems, and those systems contain data about third parties. This includes, without limitation:

counterparties in email threads, including recipients, senders and persons mentioned;
contacts, leads and prospects in customer relationship management systems;
job applicants and candidates;
suppliers, contractors and their personnel;
customers of the Customer, and their employees; and
any other individual whose personal data is present in a Connected Application within the Authorisation Scope.

The Customer is responsible for the lawfulness of processing that data, for giving any notice required to those individuals, and for responding to any request or complaint from them. We do not have, and cannot have, a direct relationship with those individuals.

24.3 Compliance¶

The Customer shall comply, and shall ensure its Users comply, with all applicable laws in connection with its use of the Service, and with the Acceptable Use Policy.

24.4 Restricted content¶

The Customer must not cause or permit the Service to process any category of data restricted by the Acceptable Use Policy — including special-category data, government identifiers, payment card data and children's data — otherwise than in accordance with a prior written agreement with us covering that category.

Aadhaar and UID data are outside that exception. Clause 8.2 of the Acceptable Use Policy prohibits Aadhaar numbers, Virtual IDs, Aadhaar-linked authentication data, e-KYC data, core biometric information and other identity information within the meaning of the Aadhaar Act, 2016 outright. That prohibition is absolute. It is not subject to the prior-written-agreement exception in this clause, and it cannot be relaxed by an Order Form or by any other agreement between the parties. The same is true of the activities prohibited by clause 8.3 of that Policy in relation to children.

24.5 Cooperation¶

The Customer shall provide the cooperation, information, access and configuration decisions reasonably required for us to provide the Service, and shall respond promptly to reasonable requests. Our obligations are suspended to the extent our performance is prevented by the Customer's failure to do so.

25. Suspension¶

25.1 Immediate suspension¶

We may suspend the Service, or any part of it, immediately and without prior notice where we reasonably believe that:

(a) there is a security risk to the Service, to us, to the Customer or to any third party;

(b) the use is unlawful, or is causing or likely to cause imminent harm to any person, system or data;

(c) a credential or account has been compromised;

(d) an Agent Action or pattern of Agent Actions is causing, or is likely imminently to cause, material harm; or

(e) suspension is required to comply with law, a court order or a direction from a competent authority.

We will notify the Customer as soon as reasonably practicable after suspending, and will state the reason unless prevented by law.

25.2 Suspension on notice¶

In any other case of material breach — including non-payment, or breach of the Acceptable Use Policy that does not fall within clause 25.1 — we will give written notice specifying the breach and allowing thirty (30) days to cure it, and may suspend only if the breach is not cured within that period.

25.3 Narrowest effective scope¶

In every case we will apply the narrowest measure that is effective. Where the risk can be contained by revoking a single Authorisation Scope, disconnecting a single Connected Application, disabling a single Ops Pack, restricting a single User's role or lowering an Autonomy Level, we will do that in preference to suspending the account, and will escalate to broader suspension only if the narrower measure is inadequate.

25.4 Restoration and effect¶

We will restore the Service promptly once the cause of suspension is resolved. Suspension under clause 25.1 or 25.2 does not relieve the Customer of any obligation, including any obligation to pay fees accrued.

26. Term, termination and effect of termination¶

26.1 Term¶

This agreement takes effect on activation under clause 15 and continues for the term stated in the Order Form, and thereafter until terminated in accordance with this clause 26.

26.2 Termination for convenience¶

Either party may terminate for convenience on written notice as provided in the Order Form. Where the Order Form is silent, either party may terminate an unpaid, evaluation or pilot arrangement on thirty (30) days' written notice.

26.3 Termination for cause¶

Either party may terminate immediately on written notice if the other:

(a) commits a material breach that is incapable of cure, or that is capable of cure and is not cured within thirty (30) days of written notice specifying it; or

(b) becomes insolvent, has a receiver, liquidator or resolution professional appointed, enters into any arrangement with creditors, or becomes subject to insolvency proceedings that are not dismissed within a reasonable period.

26.4 Effect of termination¶

On termination or expiry:

(a) the Customer's right to access and use the Service ends immediately, and we will cease performing Agent Actions;

(b) the Customer must revoke all Authorisation Scopes granted to the Service and disconnect all Connected Applications, and we will cease to use any credential in our possession;

(c) all fees accrued to the date of termination become due;

(d) for a period of thirty (30) days after termination, we will make Customer Content and audit records held by us available for export in the format described in the Documentation, provided the Customer's account is not suspended for a reason under clause 25.1(a) or 25.1(b) and all undisputed fees are paid; and

(e) after the retrieval window expires, we will delete or de-identify Customer Content in accordance with the Data Processing Addendum and our retention practices, except to the extent retention is required by law or is necessary for the establishment, exercise or defence of legal claims.

26.5 Survival¶

Clauses 1, 2, 10, 12, 16, 19.3, 19.4, 19.5, 20.2 to 20.5, 22, 23.4, 24.1, 24.2, 26.4, 26.5, 27, 28, 29, 30, 32, 33 and 35, and any other provision that by its nature is intended to survive, survive termination.

27. Intellectual property¶

27.1 Our property¶

Daemon AI LLP owns and retains all right, title and interest in and to the Service, the platform, the software, the models and prompts we develop, the Ops Packs we supply, the Documentation, Service Data, and all improvements, derivatives and intellectual property rights in any of them. Subject to payment and compliance, we grant the Customer a non-exclusive, non-transferable, non-sub-licensable right to access and use the Service during the term for its internal business purposes.

27.2 Customer property¶

The Customer owns and retains all right, title and interest in and to Customer Content and in any Ops Pack that the Customer itself creates. The Customer grants us a non-exclusive, worldwide, royalty-free licence to host, copy, process, transmit, display and otherwise use Customer Content solely to the extent necessary to provide the Service, to perform Agent Actions on the Customer's instruction, to comply with law, and to protect the security and integrity of the Service.

27.3 Output¶

We assign to the Customer whatever rights we have, if any, in the output generated by the Service specifically for the Customer, to the extent such rights exist and are capable of assignment.

We state it that way deliberately rather than saying "you own the output". Material generated by a machine-learning model may not attract copyright or any other proprietary right in India or in other jurisdictions, and where no right subsists there is nothing to own and nothing to assign. Similar or identical output may be generated for other customers from similar inputs, and we do not warrant the uniqueness, originality or non-infringement of output. The Customer is responsible for satisfying itself that its use of any output is lawful and does not infringe the rights of any third party.

27.4 Feedback¶

Clause 10 applies to Feedback given by the Customer or its Users during the term.

27.5 Service Data¶

We may collect and use Service Data to operate, secure, support, analyse and improve the Service, and may publish aggregated or de-identified statistics derived from it, provided that no such publication identifies the Customer, any User or any individual.

27.6 No use of Customer name or logo¶

We will not use the Customer's name, logo or brand in any marketing, case study, website listing or customer reference without the Customer's prior written consent.

28. Confidentiality¶

28.1 Obligation¶

Each party may receive confidential information of the other. The receiving party shall keep it confidential, use it only for the purposes of this agreement, protect it with at least the care it applies to its own confidential information of like importance (and in no event less than reasonable care), and disclose it only to its personnel, professional advisers and subcontractors who need to know it and who are bound by obligations no less protective.

28.2 Exceptions¶

The obligation does not apply to information that is or becomes public through no breach, was lawfully known to the receiving party without restriction before disclosure, is lawfully received from a third party without restriction, or is independently developed without use of the disclosing party's confidential information.

28.3 Compelled disclosure¶

A party may disclose confidential information to the extent required by law, regulation, court order or a competent authority, and shall, where lawfully permitted, give the other party prompt notice and reasonable cooperation to seek protective relief.

28.4 Feedback carve-out¶

Clause 28 does not apply to Feedback, which is governed exclusively by clause 10.

28.5 Duration¶

The obligations in this clause 28 continue for three years after termination, and indefinitely in respect of any trade secret and any personal data.

29. Indemnities¶

The indemnity in this clause runs one way, and that is deliberate. It reflects the allocation of control: the Customer controls what is connected, what scopes are granted, who acts, what is instructed and what data enters the system; we control the Service itself. Clause 29.1 is therefore bounded by the same line that clause 22.4 draws — it covers what follows from the Customer's control, and stops where a failure of the Service's own governance controls begins.

29.1 Customer indemnity¶

The Customer shall defend, indemnify and hold harmless Daemon AI LLP, its partners, designated partners, employees, contractors and agents against all claims, demands, proceedings, losses, damages, fines, penalties, costs and expenses (including reasonable legal costs) arising out of or in connection with:

(a) any Agent Action executed within the Authorisation Scope granted by the Customer, including any claim by a provider of a Connected Application, by a counterparty, or by any person affected by that Agent Action — this indemnity being given in addition to, and without limiting, the statutory indemnity under section 222 of the Indian Contract Act, 1872 referred to in clause 19.3;

(b) any breach by the Customer or its Users of the Acceptable Use Policy;

(c) any claim by a provider of a Connected Application arising from the Customer's connection of that application, the scopes granted, the automated access performed, or breach of that provider's terms;

(d) any claim by an individual, regulator or authority arising from the Customer causing personal data to be processed by the Service without a valid lawful basis, without required notice, or otherwise in breach of clause 24; and

(e) any Customer Content that infringes the intellectual property rights of a third party or is otherwise unlawful.

The indemnity in clause 29.1(a) does not extend to any claim to the extent that it arises from a governance failure of the kind described in clause 22.4(b) — that is, from the Service executing outside the Authorisation Scope as a result of a defect in the Service, or from a failure of the access controls that separate one customer's data from another's. The distinction drawn in clause 22.4 governs this clause: output inaccuracy remains within the Customer's indemnity; a failure of the Service's security, permission or access controls does not.

29.2 Intellectual property indemnity — not offered at this version¶

We do not give an intellectual property indemnity at version 1.0 of these Terms. No indemnity is offered in respect of any claim that the Service, or any output of it, infringes the intellectual property rights of a third party, and no such indemnity is to be implied.

An intellectual property indemnity may be agreed in an executed Order Form. Where an Order Form does so, its terms — including scope, exclusions, remedies and any cap — govern and prevail over this clause to the extent of any inconsistency.

Clause 27.3 states our position on rights in output. Clause 23.4 excludes any implied warranty of non-infringement.

29.3 Indemnity procedure¶

This clause applies to the indemnity in clause 29.1 and to any indemnity agreed in an Order Form. The indemnified party shall promptly notify the indemnifying party of any claim, give the indemnifying party sole control of the defence and settlement (provided no settlement imposing a non-indemnified obligation is made without consent, not to be unreasonably withheld), and provide reasonable cooperation at the indemnifying party's expense.

30. Limitation of liability¶

30.1 Excluded losses¶

To the maximum extent permitted by law, neither party is liable to the other for any indirect, incidental, special, consequential, punitive or exemplary loss, or for any loss of profit, revenue, business, contracts, opportunity, anticipated savings, data or goodwill, whether direct or indirect, and whether or not foreseeable or advised of the possibility.

30.2 Cap¶

Subject to clauses 30.4 and 30.5, our total aggregate liability arising out of or in connection with this agreement — whether in contract, tort (including negligence), breach of statutory duty, restitution, indemnity or otherwise — is limited to the greater of:

(a) the total fees paid by the Customer to us under the applicable Order Form in the twelve (12) months immediately preceding the first event giving rise to liability; and

(b) ₹5,00,000 (five lakh rupees).

30.3 Why there is a floor¶

Limb (b) exists because limb (a) is meaningless where no fees have been paid. During evaluations, pilots and any free or discounted arrangement, a purely fees-based cap would reduce our liability to zero while the Customer is exposed to the operational risk of Agent Actions in its live systems. A fixed monetary floor gives the Customer a real, if modest, remedy in that period. The floor is not a measure of expected harm and is not a substitute for the Customer's own insurance.

30.4 Extension to partners, employees and agents¶

Every exclusion and limitation in this clause 30 applies equally, and is to be given effect, in respect of the partners and designated partners of Daemon AI LLP and our employees, contractors and agents, as well as in respect of Daemon AI LLP itself, and the aggregate cap in clause 30.2 applies to all such persons collectively and not to each of them separately.

The Customer covenants with Daemon AI LLP that it will pursue any claim against Daemon AI LLP alone, and will not bring or continue any claim personally against any such individual. That covenant is a contractual promise given to Daemon AI LLP, and Daemon AI LLP may enforce it — including by seeking a stay or restraint of any claim brought in breach of it, and by recovering the loss we suffer as a result. Clause 35.8 explains why it is framed that way.

This clause is a contractual allocation and does not rest on section 28 of the Limited Liability Partnership Act, 2008, which concerns partners only and which, at section 28(2), expressly preserves a partner's personal liability for their own wrongful act or omission. Nothing in this clause excludes any liability of any individual for their own wrongful act or omission where the law does not permit that liability to be excluded.

30.5 What is not limited¶

Nothing in this agreement excludes or limits:

(a) liability for fraud or fraudulent misrepresentation;

(b) liability for death or personal injury caused by negligence;

(c) liability for wilful misconduct or deliberate breach of this agreement;

(d) the Customer's obligation to pay fees due;

(e) the Customer's liability under the indemnity in clause 29.1; or

(f) any liability that cannot lawfully be excluded or limited under applicable law.

30.6 Basis of the bargain¶

The parties acknowledge that the allocation of risk in clauses 18 to 24, 29 and 30 is a fundamental basis of the bargain, that the fees (if any) reflect it, and that neither party would enter into this agreement on a different allocation.

31. Changes to these Terms, and the separate mechanism for the DPA¶

31.1 Changes to Part B¶

We may amend Part B from time to time. Where an amendment materially and adversely affects the Customer, we will give at least thirty (30) days' written notice before it takes effect. If the Customer objects to such an amendment, the Customer may terminate the affected Order Form without penalty by written notice before the amendment takes effect, with a pro-rata refund of fees prepaid for the unexpired period.

31.2 The Data Processing Addendum changes only under its own mechanism¶

The Data Processing Addendum — published at /legal/dpa, version 1.0 — may be amended only in accordance with the amendment mechanism set out within that document itself. An amendment to these Terms does not amend, dilute, override or displace the Data Processing Addendum, in whole or in part.

This is deliberate. Data-protection commitments are the commitments most likely to have been negotiated, most likely to have been relied on in the Customer's own compliance assessment, and least appropriate to change by a unilateral posting of updated terms. Ring-fencing them means that a change to the commercial terms cannot quietly weaken them.

32. Governing law, escalation, arbitration and jurisdiction¶

32.1 Governing law¶

This agreement, and any dispute or claim arising out of or in connection with it or its subject matter (including non-contractual disputes or claims), is governed by and construed in accordance with the laws of India.

32.2 Good-faith escalation¶

Before commencing arbitration or proceedings, a party shall give the other written notice describing the dispute, and senior representatives of both parties shall attempt in good faith to resolve it within thirty (30) days of that notice. This clause does not prevent either party from seeking urgent interim relief.

32.3 Pre-institution mediation¶

The parties note that section 12A of the Commercial Courts Act, 2015 requires a plaintiff to exhaust pre-institution mediation before instituting a commercial suit of a specified value that does not contemplate urgent interim relief. Nothing in this agreement is intended to displace that statutory requirement where it applies, and the escalation step in clause 32.2 is without prejudice to it.

32.4 Arbitration¶

Any dispute not resolved under clause 32.2 shall be referred to and finally resolved by arbitration under the Arbitration and Conciliation Act, 1996, on the following terms:

(a) a sole arbitrator, appointed by agreement between the parties or, failing agreement within thirty (30) days of a written request to appoint, on the application of either party to the High Court exercising jurisdiction, under section 11(6) of the Arbitration and Conciliation Act, 1996. Neither party, and no person controlled by or connected with either party, has any unilateral power to appoint the arbitrator or to constitute the tribunal, and no provision of this agreement is to be read as conferring one;

(b) the seat of the arbitration shall be Hyderabad, Telangana, India, and the venue shall be Hyderabad unless the parties agree otherwise for convenience;

(c) the language of the arbitration shall be English; and

(d) the award shall be final and binding on the parties.

(e) The seat named in paragraph (b) is the juridical seat, and its selection confers supervisory jurisdiction over the arbitration on the courts at that seat. The choice of an arbitral seat is not subject to the same constraint as the choice of court forum in clause 32.5: a seat may be chosen by the parties as a matter of party autonomy, and its selection operates as an exclusive jurisdiction clause in favour of the courts at the seat for the purposes of the Arbitration and Conciliation Act, 1996, whether or not those courts would otherwise have had jurisdiction over the subject matter — the position established in Indus Mobile Distribution Pvt. Ltd. v. Datawind Innovations Pvt. Ltd. The forum chosen in clause 32.5 is selected on a different and narrower basis, which that clause states.

32.5 Jurisdiction of the courts¶

Subject to clause 32.4, the courts at Hyderabad, Telangana, India shall have exclusive jurisdiction over any suit, application or proceeding arising out of or in connection with this agreement, including any application for interim or conservatory relief and any application in aid of arbitration. Each party irrevocably submits to that jurisdiction.

The jurisdictional basis is recorded. Daemon AI LLP carries on business at Hyderabad, and the courts at Hyderabad accordingly have jurisdiction under section 20 of the Code of Civil Procedure, 1908, independently of this clause. This clause selects one of several courts that would otherwise be competent; it does not confer jurisdiction on a court that would otherwise have none. So framed, it is a valid exclusive-jurisdiction clause and is not an agreement in restraint of legal proceedings within section 28 of the Indian Contract Act, 1872 — the principle in Hakam Singh v. Gammon (India) Ltd., applied in Swastik Gases Pvt. Ltd. v. Indian Oil Corporation Ltd., where the absence of words such as "alone", "only" or "exclusive" was held not to defeat the parties' evident intention.

Nothing in this clause prevents either party from applying to a court of competent jurisdiction for urgent injunctive relief where necessary to protect its confidential information or intellectual property.

32.6 Consumer rights preserved¶

Where a party deals with us as a consumer, nothing in clauses 32.4 or 32.5 operates to oust or restrict any forum, remedy or right of action conferred on that consumer by statute, including the right to approach the appropriate consumer dispute redressal commission under the Consumer Protection Act, 2019. Any exclusive jurisdiction or arbitration provision above applies to such a person only to the extent permitted by law.

33. Order of precedence¶

If there is a conflict or inconsistency between documents forming part of the agreement between the parties, the following order of precedence applies, from highest to lowest:

1. The executed Order Form (including any addendum or annexure expressly stated to override these Terms).

2. The Data Processing Addendum — but only on data-protection subject matter. On any question of the processing of personal data, the DPA prevails over these Terms even though it sits below the Order Form for all other purposes.

3. The Acceptable Use Policy — on use restrictions.

4. These Terms and Conditions.

5. The Documentation, where expressly incorporated by an Order Form or by an express reference in these Terms.

Outside this stack entirely: the Privacy Policy and the Cookie Policy. Those are statutory transparency notices addressed to individuals. They are not contractual documents, are not incorporated into this agreement, and do not create or vary contractual obligations between the parties in either direction.

Why the DPA outranks these Terms on its own subject matter: without that carve-out, a unilateral update to these Terms under clause 31.1 could dilute a negotiated data-protection commitment without the Customer's counsel ever seeing it — which is precisely the outcome enterprise legal review exists to prevent.

34. Commercial terms — fees, taxes and invoicing¶

No pricing is published on the Site, and no pricing is stated in this document. Fees, billing frequency, payment terms, currency, indexation, overage, minimum commitments, renewal pricing and applicable taxes (including Goods and Services Tax and any withholding) will be set out in the executed Order Form, and will be the first place any customer sees a price.

Until an Order Form states otherwise:

(a) no fee is payable by any customer;

(b) any access granted is granted at no charge, on an evaluation basis, and may be withdrawn under clause 26.2; and

(c) clause 30.2(b) provides the operative liability cap, since clause 30.2(a) will be nil.

35. General¶

35.1 Assignment¶

The Customer may not assign, novate or otherwise transfer this agreement without our prior written consent. We may assign or novate this agreement, in whole or in part, to an affiliate or in connection with a merger, reorganisation, or sale of all or substantially all of our assets or business, on written notice to the Customer.

35.2 Subcontractors and Model Providers¶

We may engage subcontractors, hosting providers and Model Providers in providing the Service, and remain responsible for their performance of our obligations under this agreement. Sub-processing of personal data is governed by the Data Processing Addendum.

35.3 Force majeure¶

Neither party is liable for any failure or delay in performing its obligations (other than an obligation to pay money) caused by an event beyond its reasonable control, including act of God, flood, fire, epidemic, war, terrorism, civil disturbance, act of government, failure of a public telecommunications network, failure of a third-party cloud provider, or failure or discontinuation of a Connected Application or a Model Provider. The affected party shall notify the other promptly and use reasonable endeavours to mitigate. If the event continues for more than sixty (60) days, either party may terminate the affected Order Form on written notice.

35.4 Notices¶

Notices to us must be sent to contact@daemonai.tech and, for any notice of termination, dispute or legal proceeding, also by registered post or courier to our registered office at the address in clause 2. Notices to the Customer will be sent to the email address and postal address stated in the Order Form. A notice by email is deemed received on the next business day after sending, provided no delivery failure is received.

35.5 Severability¶

If any provision is held to be invalid, illegal or unenforceable, it shall be modified to the minimum extent necessary to make it valid and enforceable, or if that is not possible, severed. The remaining provisions continue in full force.

35.6 No waiver¶

No failure or delay in exercising a right operates as a waiver of it, and no single or partial exercise prevents any further exercise. A waiver is effective only if in writing.

35.7 Entire agreement¶

This agreement, together with the Order Form, the Acceptable Use Policy, the Data Processing Addendum and any Documentation expressly incorporated, constitutes the entire agreement between the parties on its subject matter, and supersedes all prior discussions, proposals, demonstrations, marketing material and representations. Each party acknowledges that it has not relied on any statement or representation not expressly set out in this agreement, save that nothing in this clause limits liability for fraudulent misrepresentation.

35.8 Third-party rights¶

India has no statute equivalent to the Contracts (Rights of Third Parties) Act, and the doctrine of privity of contract applies. No person other than the parties has any right to enforce this agreement, and nothing in this agreement purports to confer one.

Where clauses 12.4, 29.1 and 30.4 operate for the benefit of the partners, designated partners, employees, contractors and agents of Daemon AI LLP, they take effect as covenants given by the Customer to Daemon AI LLP — including the covenant not to sue those individuals personally — which Daemon AI LLP alone may enforce, on its own behalf and for their benefit. Daemon AI LLP may enforce them by any available remedy, including a stay or restraint of proceedings brought in breach of the covenant and the recovery of loss caused by that breach, and may enforce the indemnity in clause 29.1 in respect of losses suffered by those individuals as well as its own.

Those individuals acquire no independent right of action under this agreement, and none is intended.

35.9 Counterparts and electronic acceptance¶

An Order Form may be executed in counterparts, and by electronic signature or in-product acceptance, each of which is valid and binding.

35.10 Language¶

This agreement is made in English. Any translation is for convenience only, and the English text prevails.

Daemon AI LLP · LLPIN ACX-5722 · Door No. 16-7-94, First Floor, First Main Road, Dargamitta, Nellore, Nellore District, Andhra Pradesh, India, 524003 · contact@daemonai.tech Daemon AI LLP is a limited liability partnership. The liability of its partners is limited.