Terms of Service

2.1 The Client formally appoints the Provider to supply, and the Provider agrees to provide, the core cloud-based software Services and AI operational modules in strict accordance with this Agreement.

2.2 The Client's electronic or physical signature on an Order constitutes a firm commercial offer to purchase the licensed services. The Agreement comes into legal force only when the Provider countersigns the Order or transmits an explicit activation notice in writing via email.

2.3 Unless terminated in accordance with Clause 11, this Agreement shall persist in full force as outlined in the Order.

3.1 The Provider shall supply the online Hosted Services and platform features set out in the Order utilizing reasonable professional care, technical expertise, and industry-standard commercial skill.

3.2 All decisions regarding candidate suitability, legal vetting, hiring, and employment are the exclusive responsibility of the Client. AI-generated scores, summaries, interview prompts, and assessments are advisory only and require human review. The Client remains responsible for providing candidates with any statutory explanations regarding automated screening markers requested under applicable law.

3.3 The Provider gives no absolute representation that any exact volume of applicants or interview completions will be achieved. Commercial metrics are tracked and billed exclusively on successful outcomes as detailed under Clause 7.

4.1 The Provider shall make the Hosted Services available during the active subscription Term in accordance with standard platform service levels.

4.2 The Provider grants the Client a worldwide, non-exclusive, non-transferable license to access the Platform for internal talent management operations during the Term.

4.3 The Client must not sub-license, resell, lease, reverse engineer, scrape, modify, or allow unauthorized third-party agencies to use the system without explicit enterprise authorization.

4.4 Both parties are prohibited from uploading, collecting, screening, or processing data, resumes, or profiles of persons under eighteen (18) years of age without satisfying the verification and prior parental-consent requirements of the DPDP Act.

4.5 If the Provider detects or reasonably suspects that data contains personal identifiers of a minor submitted without valid statutory compliance tracking, the Provider will inform the Client and, following authorization, permanently purge that data from its AWS India production databases without liability or compensation.

4.6 The Client has no right, title, or interest in the Platform's underlying source code, system architecture, model weights, or database configurations during or after the Term.

4.7 The Client shall not bypass, probe, scan, test vulnerabilities, reverse engineer, or scrape candidate data outside provided API parameters. Recruitment advertisements must not be defamatory, discriminatory, obscene, or contrary to Indian labour regulations.

5.1 The Client grants the Provider a non-exclusive, royalty-free license to host, replicate, transmit, analyse, adapt, format, and translate Customer Data only as required to provide the Services and fulfil this Agreement.

5.2 Active Customer Data, production databases, and AI assessment model executions are hosted, staged, and processed within India using Amazon Web Services (AWS) India infrastructure.

5.3 The Provider shall maintain daily encrypted system backups for a minimum rolling period of thirty (30) days.

6.1 The Client shall cooperate in good faith on all technical parameters required for platform onboarding.

6.2 The Client shall provide accurate corporate documentation and onboarding details and ensure that platform communications comply with statutory employment practices.

7.1 Charges scale dynamically according to the total successful Joiners finalized during each calendar month:

7.2 Pricing tiers are mutually exclusive and non-cumulative. The invoice is determined solely by the highest tier reached in that month; for example, 12 Joiners results in a flat INR 1,00,000 charge.

7.3 Joiners are tracked through system logs. A billable event occurs when a Candidate physically or virtually commences employment with the Client.

7.4 The parties shall conduct a reconciliation audit of ATS Candidate Stage Data and employment records as needed.

7.5 Quoted figures exclude indirect taxes. The Client shall pay all dues in Indian Rupees together with applicable GST at prevailing rates.

8.1 All intellectual property rights, source code, proprietary machine-learning models, database structures, interface designs, and modifications developed under Cogniflohire.com remain the exclusive property of REESHAW Consulting Services Private Limited.

8.2 The Client warrants that Client Materials do not infringe third-party rights and shall indemnify the Provider against claims, damages, liabilities, and legal expenses arising from infringement by Client Materials.

9.1 Neither party shall disclose the other's confidential business details, pricing, source logic, or architecture during the engagement and for five (5) years after termination.

9.2 Disclosure is permitted only to employees, legal counsel, or financial auditors with a need to know and equivalent confidentiality obligations.

9.3 Confidential data shall not be used for parallel commercial development or competitive analysis.

10.1 Nothing limits either party's liability for death, personal injury caused by proven negligence, fraudulent misrepresentation, or liability that cannot lawfully be limited.

10.2 Subject to Clause 10.1, the Provider's maximum aggregate liability is limited to Charges paid by the Client during the twelve (12) months immediately preceding the claim.

10.3 The Provider shall not be liable for loss of profits, goodwill, candidate data, unexpected data corruption, or indirect, consequential, special, or punitive damages.

11.1 Either party may terminate with thirty (30) days' written notice, or immediately if the other party materially breaches this Agreement and fails to remedy that breach within thirty (30) days, or enters liquidation, insolvency, or bankruptcy.

11.2 The Provider may terminate immediately if subscription or success payments remain unpaid for thirty (30) days after the due date.

11.3 On termination, all active licenses cease, the Client must stop operational database requests, and outstanding invoices become immediately due.

12.1 Both parties shall comply with India's Digital Personal Data Protection Act, 2023. The Client is the Data Fiduciary and the Provider acts as the authorized Data Processor on the Client's instructions.

12.2 The Provider shall maintain organizational security measures including AES-256 level or higher encryption in transit and at rest across its AWS India cloud platform.

12.3 The Provider shall notify the Client without undue delay after becoming aware of a security breach affecting Customer Personal Data.

13.1 This Agreement and disputes arising from it are governed by the laws of the Republic of India.

13.2 The parties submit to the exclusive jurisdiction of the competent courts in Bengaluru, Karnataka, India for legal proceedings, interim relief, and litigation.

14.1 Neither party is liable for delay or failure caused by events beyond reasonable control, including acts of God, widespread internet failures, government blockades, war, fire, or national emergencies.

14.2 The affected party must notify the other in writing within five (5) days and use maximum commercial efforts to mitigate the effects.

15.1 This document and the applicable Order constitute the entire agreement and replace prior drafts, discussions, and emails.

15.2 Any variation must be recorded in physical or authenticated electronic writing signed by authorized representatives of both parties.

15.3 If a provision is held invalid or unenforceable, it shall be modified only as needed for validity and the remainder shall continue in effect.

15.4 Unless the Client opts out in writing, the Provider may reference the Client's name and logo on its website and SaaS marketing materials to demonstrate client validation.

16.1 Formal notices must be in writing and delivered by hand, registered post, or tracked courier to the registered office of REESHAW Consulting Services Private Limited, or sent to the email address configured in the active Order.

16.2 Email notices are deemed served at the time of transmission provided no delivery-failure notice is received.