Last Updated: 01 July 2025
"Twinamics" (also referred to as "we", "us", or "the Company") means Ezage Technologies Private Limited, the provider of the software and services described in this Agreement. "Client" (also "you" or "Customer") means the company or individual who subscribes to the Twinamics services under an Order (defined below). "Services" refers to Twinamics's software-as-a-service platform for creating digital AI twins of companies – including automation workflows, analytics, data processing, integrations, multiple AI agents, and any related cloud-based software functionality – as well as any associated onboarding, support, integration, or consulting services we provide. "Purchase Order" or "Subscription Order" means any ordering document or online sign-up that specifies the Services, subscription plan, fees, and any one-time setup charges, and that is agreed between Client and Twinamics. "Customer Data" means all data, information, content, or material that you (or your end users) provide to Twinamics or that is processed via the Services on your behalf. "Confidential Information" means non-public information disclosed by one party to the other, in any form, which is designated as confidential or which a reasonable person would understand to be confidential (including Customer Data, business processes, software code, pricing, etc.). Other capitalised terms may be defined elsewhere in this Agreement.
2.1 Access to Software: Twinamics will provide you with access to its cloud-based AI software platform as a service (“SaaS”). The platform will be accessible via the internet, and Twinamics is responsible for hosting and maintaining the software on its secured cloud infrastructure or your on-premises. The core functionality of the Service is to deliver a digital “AI Employee or Employees” of your company, including automation of workflows, data analytics dashboards, integrations with third-party systems, AI agent functionality, and related data processing capabilities. We will ensure the software substantially performs as described in our documentation or in the agreed specifications.
2.2 Licence Grant: Subject to your compliance with this Agreement and payment of fees, Twinamics grants you a limited, non-exclusive, non-transferable licence to permit your authorised employees or agents (“Authorised Users”) to access and use the Services during the subscription term for your internal business operations. All use must be in accordance with any usage limits or scope of use defined in the Purchase Order (for example, number of user accounts, volume of data, or specific modules subscribed). You may not use the Services beyond such agreed limitations without written approval and corresponding adjustment of fees.
2.3 Restrictions on Use: You (and your users) agree not to: (a) sublicense, sell, resell, rent, lease, or otherwise make the Twinamics platform available to any third party (except your Authorised Users for internal business use); (b) attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, reverse compile or engineer any part of the software; or (c) use the Services to build a competing product or service or for any benchmarking or competitive purposes. You shall not use the Services in any unlawful manner, and you are responsible for ensuring that your use (including the content of Customer Data you input) complies with all applicable laws and regulations. Twinamics reserves the right to suspend or restrict access if unlawful or unauthorised usage is detected, after providing notice and opportunity to cure where reasonably feasible.
2.4 Cloud Service Performance: We will use commercially reasonable efforts to make the cloud Service available with minimal interruptions. However, you acknowledge that uptime or availability may be affected by factors outside our control (such as internet outages or third-party service issues). Unless otherwise stated in a separate Service Level Agreement (SLA), Twinamics does not guarantee a specific uptime percentage or performance level. Any maintenance downtime will be scheduled outside of peak hours when possible, and we will endeavor to provide advance notice for planned maintenance. If a SLA or specific service level commitment is agreed in writing (e.g. uptime guarantee or support response times), Twinamics will adhere to those commitments; otherwise, the Services are provided on an “as available” basis.
2.5 Third-Party Integrations: As part of the Service, Twinamics may integrate with or use third-party software, services, or data sources (e.g. APIs, databases, messaging platforms) as needed to create your company’s digital AI platform. We will inform you of any required third-party integrations and obtain necessary access/credentials from you to facilitate these connections. While Twinamics will exercise care in integrating with third-party systems, we are not responsible for the functionality or availability of third-party services outside our control. You are responsible for complying with any third-party terms of use that apply to the systems you connect to Twinamics. Any third-party software or components included in our Service are licensed to you under the terms of their respective licenses, and not sub-licensed by Twinamics, though we will ensure such components’ use is authorized within our Service.
2.6 Beta Features: If Twinamics offers any beta or experimental features, tools, or AI models for you to test, those are provided “as is” for evaluation only, with no warranties, and may be modified or discontinued at any time. You use beta features at your own risk and discretion, and we appreciate any feedback. Beta features should not be relied on for production use unless agreed otherwise.
2A.1 Definition: Each project or phase of Services provided by Twinamics may be further defined in a separate Statement of Work (“SOW”), which may include detailed descriptions of deliverables, milestones, timelines, resource allocation, commercial terms, and any specific client dependencies.
2A.2 Priority: Each SOW is governed by and incorporates the Terms and Conditions herein. In case of conflict between a SOW and these Terms, the SOW shall prevail for that engagement only.
2A.3 Change Control: Any changes to the scope, schedule, or deliverables defined in an SOW must be agreed in writing by both Parties. Twinamics shall not be obligated to perform any work outside the agreed scope unless an amended SOW is executed or confirmed in writing (email is acceptable for minor changes).
2A.4 Project Authority: Each SOW must be signed or approved by authorised representatives of both Parties before Twinamics is expected to begin delivery.
3.1 Initial Onboarding: Twinamics will provide onboarding services to assist you in getting started with the platform. Onboarding typically includes initial consultation to understand your business processes, configuration of your digital model within the software, user training sessions, and general guidance on using the platform’s features. We will work with you to schedule and complete onboarding activities in a timely manner. The scope and timeline for onboarding will be mutually agreed (and may be outlined in the Purchase Order or a separate Statement of Work if extensive customization is required).
3.2 Data Integration: As part of onboarding (or as a separate service, if specified), Twinamics will assist with integration of your systems and data sources into the Twinamics platform. This may involve connecting to your databases, applications (such as CRM, ERP systems), or data files to ingest data necessary for the AI platform. You will provide us with the necessary access, API keys, or credentials and cooperation from your IT team to facilitate these integrations if needed. We will use reasonable efforts to ensure secure handling of access credentials and will not use them for any purpose other than providing the Services.
Client Responsibilities: You acknowledge that successful integration may depend on you providing complete and accurate information about your systems and data, and on those third-party systems being accessible and functional. You are responsible for obtaining any third-party licenses or consents required to allow Twinamics to access and use any third-party systems or data during integration. If any Customer Deliverables or actions are required from your side for integration (such as installing connectors or preparing data in a certain format), you will execute those in a timely manner. Delays in providing required access or information may impact the onboarding schedule, for which Twinamics is not liable.
3.3 One-Time Setup Fee: Twinamics will charge a one-time Setup Fee for the onboarding and initial implementation services (as specified in your Purchase Order). This fee covers initial configuration, integration, and training efforts to launch your digital twin or AI Employee successfully. The Setup Fee is typically invoiced at the start of the service (before providing the AI platform demo as per your requirement or commencement of onboarding or upon contract signing whichever comes first) and is non-refundable once onboarding work has begun, except in the event of a material breach by Twinamics as outlined in the Termination clause. If you terminate the Services early (before the agreed minimum term) without cause, the Setup Fee and the pro-rata subscription until the month + 1, shall remain payable and is not subject to pro-rata refund. Refund is upon only certain exceptional conditions.
3.4 Acceptance of Implementation: Upon completion of the initial implementation phase (or key milestones, if defined in an Order or project plan), both parties will review the setup. If the Services materially fail to meet the agreed specifications at go-live, you shall promptly notify Twinamics in writing with details, and we will use diligent efforts to remedy any deficiencies. Absent notice of any material issues within [30] days or within the 1st month of the payment cycle after go-live, the onboarding and implementation services shall be deemed accepted and completed.
4.1 Support Services: Twinamics provides ongoing customer support for the subscribed Services. Support includes assistance with using the platform, troubleshooting technical issues, and access to updates and improvements to the software. We offer support via email and/or an online helpdesk. Support is available during business hours (9:00–17:00 IST, Monday–Friday, excluding Indian public holidays) unless a different support level is specified in your plan or SLA. We aim to respond to support queries within one business day for standard priority issues. High-priority issues (such as the Service being unavailable or critical functionality broken) will be addressed as promptly as possible, and you may mark such requests accordingly.
4.2 Maintenance and Updates: Twinamics will maintain the platform and deploy periodic updates, bug fixes, and enhancements. Routine maintenance that may impact availability will be scheduled during off-peak times and, when feasible, with prior notice. You are entitled to all standard updates and improvements to the platform as part of your subscription. Some new features or modules might be offered as optional add-ons subject to additional fees, but any changes to your subscription will be made with your agreement. We will ensure that updates do not remove core functionality of the Service subscribed to, and that the software continues to conform to its functional specifications in all material respects.
4.3 Support Exclusions: Our support obligation covers issues that arise from normal, intended use of the Twinamics platform. Twinamics is not required to provide support for problems caused by: (a) misuse of the software or use not in accordance with the documentation; (b) unauthorised alterations or interventions in the software by you or third parties; or (c) issues in your own systems, networks, or third-party services that affect the Service (e.g. if your internet connectivity fails, or a third-party API that Twinamics relies on is not functioning). If Twinamics assists in resolving an issue that is ultimately traced to such external causes or Client misuse, we reserve the right to charge a reasonable additional fee for such support on a time and materials basis (with prior notice to you).
4.4 Training: Basic user training is provided as part of onboarding. Additional or ongoing training sessions for new users or advanced features can be provided upon request, and may be subject to additional charges (or included if you have a premium support package). Any such training or on-site support (if needed) would be scoped and agreed separately.
4.5 Service Levels (if applicable): If an SLA (Service Level Agreement) for uptime, response time, or issue resolution time is included in your subscription plan or a separate agreement, the terms of that SLA will apply. In the absence of a formal SLA, Twinamics will nonetheless make commercially reasonable efforts to provide a reliable service and address issues promptly, but does not commit to specific remediation times. You acknowledge that establishing precise service levels may require a separate agreement and fee that reflects such enhanced service commitments.
4.6 Model Update Notifications: Twinamics may periodically update or enhance AI models or workflows to improve accuracy, performance, or security. Where such updates materially alter model behavior or user experience, Twinamics will notify the Client in advance, and shall provide release notes or summary explanations upon request. Minor improvements or bug fixes may be applied without notice.
4.7 Service Level Credits: In the event that the actual monthly uptime of the Twinamics platform falls below the committed SLA threshold (e.g., 99.9%), and the Client is subscribed to an SLA-backed plan, the Client may request Service Credits in accordance with the SLA policy. These credits will be applied to the next billing cycle and represent the sole and exclusive remedy for such service availability failures. Service Credits are not applicable to clients not under an SLA arrangement.
5.1 Additional Professional Services: In addition to the standard included services (onboarding, integration, support), you may request Twinamics to perform additional consulting or professional services. These may include business process analysis, custom development to extend or tailor the AI twin beyond standard features, data analysis services, or integration with additional systems post-onboarding. The scope, deliverables, timeline, and fees for any additional services will be documented in a separate Statement of Work or Purchase Order, which will incorporate these Terms and Conditions unless expressly overridden in that document.
5.2 Performance of Consulting Services: Twinamics shall perform any agreed consulting or professional services using reasonable skill and care, in accordance with industry standards and any specifications provided. We will designate qualified personnel to carry out the services and will deliver any agreed work product or reports to you as outlined. You agree to provide timely feedback, access, and resources that may be needed from your side to facilitate the consulting work (e.g., staff availability for interviews, test data for developing AI models, etc.).
5.3 Fees for Additional Services: Unless included in your subscription plan, consulting and custom services will be charged either on a time-and-materials basis at our standard hourly/daily rates, or at a fixed fee, as specified in the relevant SOW or Order. We may invoice for such services monthly in arrears or on a milestone/deliverable basis as agreed. You agree to pay these fees under the same payment terms outlined in Section 6 (Fees and Payment) below, unless different terms are stated in the SOW.
5.4 Intellectual Property from Services: The ownership of intellectual property rights in any deliverables or work product arising from additional services will be determined as follows: (a) any pre-existing IP of Twinamics (including our software, algorithms, templates, and know-how) remains owned by Twinamics, and to the extent such IP is included in deliverables, Twinamics grants you a licence to use it as part of the Service; (b) any custom-developed materials (such as custom code, configurations, or documentation) specifically created for you under a consulting engagement may be shared with you – you will have a right to use them for your internal purposes, but Twinamics retains ownership of the underlying IP and may use any generalized knowledge, techniques, or tools developed in the course of providing services for other clients, so long as we do not disclose your Confidential Information. If a deliverable includes your Confidential Information or data (for example, a tailored AI model derived from your data), then that specific instance or output will be treated as your Confidential Information, but the general methods or non-identifiable learnings remain Twinamics’. We can agree in writing if any deliverable is to be fully assigned to you, but that would typically involve additional fees to account for transfer of IP rights.
5.5 No Guaranteed Outcomes: Any consulting advice or recommendations provided by Twinamics are for informational purposes aimed at optimizing your use of the Service or related processes. You acknowledge that business decisions remain your responsibility, and Twinamics does not guarantee any particular outcome or improvement in performance or revenue as a result of its consulting services. The Services (including consulting outputs and AI-driven recommendations) are tools to assist you, but you should apply your own judgment in using them, especially in critical operations. Twinamics will not be liable for decisions you make based on information or analysis we provide, except as explicitly stated in this Agreement.
5.6 Ethical Commitments: Twinamics will ensure that the AI components of its platform are designed and deployed in alignment with principles of fairness, accountability, and transparency. Model performance and limitations will be documented, and material updates affecting outputs will be communicated to the Client.
5.7 Human Oversight: The Client acknowledges responsibility for ensuring appropriate human oversight and final decision-making when using outputs generated by the AI Platform, especially in sensitive or regulated domains. Twinamics provides tools and documentation to support interpretability and oversight but shall not be liable for misuse or sole reliance on autonomous outputs.
6.1 Subscription Fees: The Twinamics platform is offered on a subscription basis. You agree to pay the subscription fees as set forth in your Purchase Order. Subscription fees may be structured as quarterly, or annual payments, depending on your chosen plan. There is a 2.5% discount on the annual payment if the annual subscription is paid up front. By default (unless otherwise specified), subscriptions are for an initial fixed term of 12 months and will auto-renew for successive 12-month periods at the then-current rates, unless either party gives notice of non-renewal at least [30] days prior to the end of the current term. The Purchase Order will indicate the billing frequency and term as applicable and agreed. We will notify you of any fee changes prior to renewal, and you will have the opportunity to cancel if you do not agree to a renewal at a revised rate. There is no fixed or tentative percentage of the increased rate as it is dependent on third party and would be informed at least 30 days before the renewal.
6.2 One-Time Setup Fee: As noted in Section 3, a one-time Setup Fee will be charged for initial onboarding and implementation. This fee and its due date will be specified in the Purchase Order or commencement of onboarding or upon contract signing whichever comes first. The Setup Fee is distinct one-time payment from recurring subscription charges.
6.3 Invoicing and Payment: Twinamics will invoice you for fees as they become due. Twinamics AI platform is a prepaid service only. Unless otherwise agreed, initial charges (such as the first subscription period and any setup fee) will be invoiced at the start (Effective Date) and must be paid in order to activate your access. Recurring subscription fees will then be invoiced in advance of each billing cycle (e.g. monthly or annually, as per the Order). All payments shall be made in Indian Rupees (INR) (or other currency if specified) via the permitted payment methods (bank transfer, direct debit, etc.) indicated on the invoice or Order. Timely payment is essential to continued Service; we reserve the right to suspend access to the Service if any payment is due, after providing at least 7 days’ prior notice and opportunity to cure the payment default.
6.4 Taxes: All fees are quoted exclusive of any applicable taxes or duties. You are responsible for any sales tax, goods and services tax (GST), or similar taxes imposed by any governmental authority on the amounts payable for the Services. If Twinamics is required to collect indirect taxes (e.g., GST) from you by law, we will add such taxes to the invoice and you agree to pay them, unless you provide us with a valid tax exemption certificate. Each party is responsible for its own income taxes.
6.5 Late Payments: If you fail to pay any undisputed invoice within the payment term, Twinamics reserves the right to charge interest on the overdue amount at a rate of 4% per annum above the Reserve Bank of India base rate (or the maximum rate allowed by law, if lower), from the date the payment was due until the date payment is received. In addition, you will be responsible for any reasonable legal fees and collection costs we incur due to enforcement of overdue payments. If your account is more than 30 days overdue, we may also, after notice to you, accelerate all remaining fee obligations so that the full remaining balance of the term becomes immediately due and/or suspend the Services until such amounts are paid (we will notify you before suspension so you have a final chance to cure the delinquency).
6.6 Fee Adjustments: Twinamics may adjust the subscription fees for any renewal term by providing you notice of the new rates at least 60 days prior to the renewal date. If you add additional users, modules, or volume to your subscription during a term, we may pro-rate the fees for the remainder of that term and charge the incremental fees accordingly; similarly, if you upgrade your plan, new fees will apply immediately. Downgrades (reducing usage or features) generally take effect at the next renewal unless otherwise agreed.
6.7 No Refunds: Except as expressly provided in this Agreement or required by law, payments are non-refundable. This means that if you terminate Service early (outside of an allowed cancellation window or without cause as per Section 12), we will not refund the fees for the remaining period of your subscription, and if you are on an annual plan, you may remain liable for the prorata annual fee. In case of termination for our uncured material breach or if we discontinue the Service entirely without providing an equivalent service, we will refund any pre-paid fees covering the period after termination on a pro-rata basis.
6.8 Pre-Approved Expenses: The Client agrees to reimburse Twinamics for any reasonable and pre-approved out-of-pocket expenses incurred in connection with the provision of Services under any Order or SOW, including but not limited to travel, accommodation, or on-site delivery costs. Twinamics shall provide supporting documentation upon request. No expense shall be incurred without the Client’s prior written approval.
7.1 Customer Data Ownership: You retain all rights and title to your Customer Data. Twinamics does not claim ownership of the data that you or your users upload, input, or otherwise provide to the Service. The SaaS terms will explicitly state that you retain full control over your own data. We act as a custodian and processor of your data on your behalf.
7.2 Permitted Use of Customer Data: By submitting Customer Data to the Service, you grant Twinamics the right to process and use that data for the sole purpose of providing and improving the Services in accordance with this Agreement and your instructions. This includes, for example, storing the data in our cloud database, analyzing it through our AI algorithms to create the digital twin or AI Employee and generate outputs, and transmitting it back to you. We will not use or disclose your data except as necessary to provide the Services, to comply with lawful government requests, or as expressly permitted by you. We will not sell your Customer Data or use it for marketing or advertising purposes. We may collect and use aggregated, anonymised information derived from Customer Data (and usage of the Service) for our own business purposes (such as service improvements, analytics, or trend analysis), but such aggregate data will not identify you or any individual and will not include any confidential details.
7.3 Data Protection: Both parties agree to comply with applicable data protection laws with respect to personal data processed under this Agreement. Twinamics agrees to act in good faith to handle any personal data involved in the provision of services with due care and reasonable security.
To the extent Twinamics processes any personal data on your behalf as part of providing the Service, Twinamics will do so as a “Data Processor” and you are the “Data Controller.” This means you determine the purpose and legal basis for processing the personal data, and Twinamics will only process it according to your instructions and this Agreement. Twinamics will not process customer personal data for any purpose other than to provide the Services and carry out your instructions. We will assist you in fulfilling your obligations as a data controller, such as cooperating with any reasonable requests to accommodate data subject rights (e.g. correction or deletion requests) or regulatory inquiries, and by implementing security measures and breach notifications as described herein. If required by law, we will also enter into a separate Data Processing Agreement (DPA) and we are open to doing so upon your request. Twinamics is in the process of aligning its practices with applicable data protection frameworks and will inform you of any significant updates in this regard.
7.4 Security Measures: Twinamics will implement and maintain appropriate technical and organisational security measures to protect Customer Data (particularly personal data) against unauthorised access, loss, destruction, or alteration. Such measures include access controls, encryption of data in transit (e.g., via HTTPS) and at rest (where feasible), regular backups, and security monitoring of our cloud infrastructure. While we deploy commercially reasonable safeguards and follow industry best practices for data security, you understand that no method of storage or transmission is 100% secure, and therefore we cannot guarantee absolute security of data. However, in line with our obligations, if we become aware of any data breach or security incident affecting your Customer Data (e.g., any unauthorised access or disclosure), we will promptly notify you (at your designated security or compliance contact) without undue delay, and will provide you with information about the nature and scope of the incident. We will cooperate with you in investigating and mitigating the breach, including efforts to recover data, remedy the vulnerability, and comply with any legal notification requirements. If the breach was due to our failure to meet our security obligations, we will bear the costs of necessary remedial actions; if the breach is caused or contributed to by your actions or circumstances outside our control, we will still assist but may discuss cost-sharing for extensive remediation as appropriate.
7.5 Data Location and Transfers
Twinamics hosts and processes Customer Data on secure cloud servers located in Mumbai, India. We aim to follow appropriate safeguards to protect personal data in line with relevant data protection expectations. If needed, we’re open to discussing additional protections or agreements. We’ll also let you know if your data is stored or accessed from any new regions outside India in the future.
7.6 Sub-processors: You consent to Twinamics using reputable third-party sub-processors (such as cloud hosting providers or integration partners) as needed to deliver the Services. Twinamics is responsible for ensuring that any sub-processor likewise implements appropriate data protection measures and only processes data in line with Twinamics’ obligations to you. We will maintain a list of sub-processors upon request and give notice of significant changes. Where required, we will enter into contracts with sub-processors that impose data protection obligations equivalent to those in our direct relationship with you.
7.7 Customer Responsibilities (Data): You are responsible for obtaining all necessary consents and legal bases for processing any personal data that you input into the Service. Twinamics is not responsible for the content of Customer Data you provide. You represent and warrant that: (a) you have the right to upload or disclose the Customer Data to Twinamics for use as contemplated hereunder; (b) none of the Customer Data is illegal, defamatory, invasive of privacy, infringing of intellectual property rights, or otherwise injurious to third parties; and (c) if any Customer Data is subject to special regulations (e.g. personal health information, payment card data, or sensitive personal data), you have notified Twinamics in advance and both parties will ensure compliance with such regulations. You will indemnify and hold Twinamics harmless from any third-party claims or governmental penalties arising from your breach of the foregoing warranties or other misuse of personal data in the Service, except to the extent such claim is due to Twinamics’ breach of its obligations. We may suspend your account (after notice) if any Customer Data is found to violate this Agreement or others’ rights, until the issue is resolved.
7.8 Data Retention and Deletion: Throughout the subscription term, you will have the ability to access, export, or download your Customer Data from the platform (either via provided tools or upon request). Upon termination or expiration of your subscription, we will retain your Customer Data for a limited period of [30 days] to allow you to retrieve any information if needed (unless a different post-termination data retrieval period is specified in an Order or applicable law requires a longer retention). After such period, we will securely delete or anonymise the Customer Data within our systems, unless we are legally required to retain it for a longer period or you request in writing for us to provide a copy and then delete it. At your request, Twinamics will provide written confirmation when Customer Data deletion is completed. Please note that due to backup cycles, some data may persist in encrypted backups for a short period beyond deletion, but will remain protected and eventually be overwritten in the normal course of operations.
7.9 Confidentiality of Data: Customer Data that you provide is considered your Confidential Information. Twinamics will treat it as confidential and will not disclose it to any third party except as allowed in this Agreement or with your consent. See Section 9 (Confidentiality) for additional protections applicable to all Confidential Information, including Customer Data.
8.1 Twinamics IP: All intellectual property rights in and to the Services, the Twinamics software platform (including all software, code, algorithms, models, templates, user interfaces, and documentation), and any materials or technology provided by Twinamics under this Agreement are and shall remain the exclusive property of Twinamics or its licensors. This includes any modifications, improvements, updates, or derivative works of the Twinamics platform, whether developed by Twinamics as part of custom services or suggested by you (feedback) – Twinamics retains ownership of the underlying software and IPR. Nothing in this Agreement transfers ownership of Twinamics’s pre-existing intellectual property to you. We merely grant you the licence rights expressly stated herein to use the Service during the term. You acknowledge that the software is licensed, not sold to you. Any rights not expressly granted to the Client are reserved by Twinamics
8.2 Client IP: Similarly, you retain all intellectual property rights in your own proprietary materials, including Customer Data, your business processes, your company’s name, logo, trademarks, and any content or software you provide to us. Twinamics will not acquire any ownership of your IP through this Agreement. You grant Twinamics a limited, royalty-free licence to use your IP (for example, your company name/logo) as needed for providing the Services (such as including your logo within the platform interface for your users, or referencing your company in internally generated analytic reports). We may also use your name and logo in our client list or marketing materials to identify you as a customer, unless you withdraw this permission in writing. Any such use will be in accordance with any trademark usage guidelines you provide.
8.3 License Restrictions: Except for the usage rights expressly granted in Section 2.2, you have no right to and shall not: (a) copy, modify, adapt, or create derivative works of the Twinamics software or documentation; (b) decompile, reverse engineer, or otherwise attempt to derive source code or underlying trade secrets from the software, except to the limited extent allowed by mandatory law (and then with prior notice to Twinamics); (c) remove or obscure any proprietary notices or labels on the software or Services; or (d) exceed the authorised scope of use (such as number of users or transactions) without purchasing additional rights. If Twinamics discovers unauthorised use beyond the licence scope, we will notify you and you agree to work in good faith to resolve the situation, which may include reducing usage or purchasing additional licences for the excess use. Deliberate infringement of Twinamics’s IP or licence terms will be considered a material breach of this Agreement.
8.4 Feedback: If you elect to provide any suggestions, ideas, enhancement requests, feedback, or recommendations to Twinamics regarding the Service (“Feedback”), Twinamics shall be free to use and incorporate such Feedback into the Service or our business without obligation to you. You hereby grant Twinamics a worldwide, perpetual, irrevocable, sublicensable licence to use and exploit any Feedback for any purpose. Feedback is entirely voluntary and will not be deemed your Confidential Information, but we will not publicly identify you as the source of the Feedback without permission.
8.5 Third-Party Infringement Claims: Twinamics represents that to the best of its knowledge, your use of the Service as permitted by this Agreement will not infringe any patent, copyright, or trademark of a third party. If a third-party claim alleges that the Twinamics software infringes their intellectual property rights, we will defend you against such claim and indemnify you for any damages or costs awarded by a court (or agreed in settlement) that are attributable to such claim, provided that you: (a) promptly notify Twinamics of the claim; (b) give Twinamics sole control of the defence and settlement of the claim (without making any admission or settlement on your own without our consent); and (c) provide all reasonable assistance to us, at our expense, in defending the claim. This indemnity will not apply if the claim arises from (i) any modification to the Service by you or a third party not authorized by Twinamics, (ii) your combination of the Service with other products, services or data not supplied by Twinamics, or (iii) your use of the Service in violation of this Agreement. If an infringement claim is made or likely, Twinamics may at its option either procure the right for you to continue using the Service, or modify/replace the infringing part of the Service so it becomes non-infringing, or if those alternatives are not commercially feasible, terminate your use of the affected Service and refund any pre-paid fees for the unused portion of the subscription. This section states your sole and exclusive remedy for intellectual property infringement claims.
9.1 Obligation of Confidentiality: Each party (the Receiving Party) agrees to keep confidential and not to disclose any Confidential Information of the other party (the Disclosing Party) obtained in connection with this Agreement, except to the extent permitted by this Agreement. Confidential Information includes any business, technical, or financial information disclosed by one party to the other which is either identified as confidential or should reasonably be understood to be confidential due to its nature and the circumstances of disclosure. For clarity, Customer Data is your Confidential Information; the Twinamics software, pricing, and documentation are Twinamics’s Confidential Information; and the terms of this Agreement and Orders are considered Confidential Information of both parties.
9.2 Use of Confidential Info: The Receiving Party shall use the Disclosing Party’s Confidential Information solely for the purpose of performing or enjoying rights under this Agreement, and shall not use it for any other purpose or for its own benefit (other than as contemplated by this Agreement) without the Disclosing Party’s prior written consent. The Receiving Party shall not disclose or make available Confidential Information to any third party, except to its own employees, officers, or contractors who need to know the information for the purposes of this Agreement and who are bound by confidentiality obligations at least as protective as those herein. The Receiving Party shall be responsible for any breach of confidentiality by any of its representatives.
9.3 Exceptions: Confidential Information does not include any information that the Receiving Party can prove: (a) is or becomes publicly available without breach of any obligation by the Receiving Party (through no action of the Receiving Party, its personnel or contractors); (b) was already known to the Receiving Party without restriction before disclosure by the Disclosing Party, as evidenced by written records; (c) is lawfully obtained from a third party who has the right to make such disclosure without violation of any confidentiality obligation; or (d) is independently developed by the Receiving Party without reference to or use of the Disclosing Party’s Confidential Information. If a portion of Confidential Information falls under one of these exceptions, the remainder still remains confidential.
9.4 Compelled Disclosure: If the Receiving Party is required by law, regulation, or court order to disclose Confidential Information of the Disclosing Party, it shall (to the extent legally permitted) notify the Disclosing Party promptly so that the Disclosing Party may seek an appropriate protective order or other remedy. The Receiving Party will disclose only that portion of Confidential Information which it is legally required to disclose and will use reasonable efforts to ensure confidential treatment of the disclosed information.
9.5 Duration of Confidentiality: These confidentiality obligations shall commence upon disclosure and continue for the term of the Agreement and for a period of 5 years after termination (or indefinitely with respect to any trade secrets, Customer Data, or personal data, for so long as they retain that status under applicable law).
9.6 Return or Destruction: Upon termination of the Agreement (or earlier upon request), each Receiving Party shall promptly return or securely destroy all Confidential Information of the Disclosing Party in its possession, including permanently deleting electronic records (except as required to be retained by law, or contained in routine backup archives – in which case the obligations hereunder continue to apply to such retained information). Upon request, an officer of the Receiving Party will certify that it has complied with the foregoing. As noted in Section 7.8, Twinamics will delete Customer Data after termination within the timeframe specified, subject to any legal retention requirements.
9.7 Confidentiality Breach: Each party acknowledges that unauthorised use or disclosure of the other’s Confidential Information may cause irreparable harm. In the event of any actual or threatened breach of this Section 9, the aggrieved party will have the right to seek immediate injunctive relief in addition to any other rights and remedies (without the need to post a bond or prove damages).
10.1 Mutual Authority Warranty: Each party represents and warrants that it has the full power and authority to enter into this Agreement and to perform its obligations. You warrant that entering this Agreement and using the Service will not conflict with any other contract or legal obligations you have. Twinamics warrants that it is a company duly organized and in good standing under the laws of its jurisdiction, and that it will provide the Services in compliance with applicable laws and regulations.
10.2 Service Performance Warranty: Twinamics warrants that the Service, as delivered, will substantially conform to the specifications and functionalities agreed in writing (such as in our documentation or your Order) and that any consulting or support services will be performed with reasonable care and skill by qualified personnel. In the event of any non-conformance or breach of this warranty, your exclusive remedy and Twinamics’s sole obligation will be for Twinamics to make commercially reasonable efforts to correct the Service to conform to the warranty, or re-perform the deficient services, as applicable. If Twinamics cannot, within a reasonable time (not exceeding 30 days), remedy a material non-conformity in the Service that significantly affects its use, you may terminate the affected Service and receive a pro-rata refund of any prepaid fees for the unused portion of the subscription. This warranty is conditioned on you giving prompt written notice of the issue, and the issue not being caused by any misuse, unauthorised modifications, or factors outside of Twinamics’s control as described in Section 4.3 (Support Exclusions).
10.3 No Harmful Code: Twinamics warrants that it will not knowingly introduce viruses, malware, or other harmful code into the Service, and that it will employ industry-standard measures to detect and prevent the introduction of such code. (However, this warranty does not apply to code introduced by you or through your uploaded content or your systems.) If any malicious code is found in our application, we will promptly remove it and assist in mitigating any effects on you.
10.4 Disclaimer of Warranties: Except as expressly set out in this Agreement, the Service and all related software, support, and services are provided “AS IS” and “AS AVAILABLE” without warranty of any kind. To the maximum extent permitted by law, Twinamics disclaims all other warranties and conditions, whether express, implied, or statutory, including any implied warranties of merchantability, fitness for a particular purpose, and non-infringement. We do not warrant that the Service will meet all of your requirements or expectations, that it will be uninterrupted or error-free, or that all errors can or will be corrected. You assume all responsibility for determining whether the Service is sufficient for your purposes and for the results obtained from it. Twinamics makes no guarantee that the analytics or AI outputs generated by the Service will be accurate or complete; those outputs are provided for your assistance and are subject to the quality and completeness of input data and the inherent limitations of AI and analytic tools. You are solely responsible for any decisions or actions taken based on information or results obtained through the Service.
10.5 Third-Party Services: Twinamics may relay on certain third-party services or software as part of delivering the Service (e.g., cloud hosting, APIs for integrations). We make no warranty as to those third-party services, and our only responsibility is to select such providers with due care and to configure our Service to work with them. Any outages or defects in third-party services are beyond Twinamics’s control and are not considered breaches by Twinamics, though we will endeavor to mitigate impacts. Your use of third-party integrations may be subject to additional terms from those providers, and it’s your responsibility to comply with them.
10.6 Beta Features Disclaimer: Any beta or trial features (as noted in Section 2.6) are provided without any warranties whatsoever. These may be unfinished or experimental, and Twinamics is not liable for any issues arising from their use. Use them only if you are willing to accept such risks.
10.7 Statutory Rights: We do not exclude or limit any warranty or liability that cannot be excluded by law. This Agreement is a business contract, and you confirm that you are not entering it as a consumer. Any statutory protections that apply only to consumers (such as certain rights under consumer protection laws) do not apply to this Agreement or your use of the Service.
11.1 Types of Recoverable Damages: To the fullest extent permitted by law, neither party will be liable to the other for any indirect, special, incidental, consequential, or punitive damages, or for any loss of profits, revenue, business opportunity, goodwill, or data, arising out of or related to this Agreement or the use or performance of the Services, even if advised of the possibility of such damages and even if a remedy fails of its essential purpose. This exclusion of certain damages applies regardless of the theory of liability (contract, tort, negligence, strict liability, misrepresentation, or any other basis).
11.2 Liability Cap: Each party’s total aggregate liability to the other for any and all claims arising under or in connection with this Agreement (whether in contract, tort or otherwise) shall be limited to the total amount of fees paid or payable by you to Twinamics in the 12 months immediately preceding the event giving rise to the claim. If the claim occurs in the first 12 months of the contract, the cap will be the amount of fees paid. For one-time fees (like a setup fee), our liability for issues specifically arising from that service shall be limited to the amount of that fee. The existence of multiple claims will not enlarge this cap. This overall cap on liability is a fundamental part of the bargain and reflects the agreed allocation of risk between the parties.
11.3 Unlimited Liability (Exceptions): Nothing in this Agreement excludes or limits either party’s liability for: (a) death or personal injury caused by its negligence; (b) fraud or fraudulent misrepresentation; or (c) any other liability which cannot be excluded or limited under applicable law. Additionally, the above limitations in Section 11.1 and 11.2 shall not apply to: (i) your obligation to pay fees due (i.e. we can recover unpaid fees in full); (ii) either party’s liability for breach of confidentiality (Section 9) or violation of the other’s intellectual property rights (Section 8) – in these cases, damages will still be limited to direct losses but the monetary cap may be exceeded if a court awards higher direct damages; and (iii) any indemnification obligations expressly assumed by either party in this Agreement (e.g. Twinamics’s IP infringement indemnity in Section 8.5, or your indemnity for data/privacy breaches in Section 7.7), which shall be uncapped to the extent of the third-party liability incurred. To ensure compliance with law, any limitation of liability is subject to the requirement of reasonableness; the parties agree that, in the context of a business transaction, the limitations herein are reasonable and reflected in the pricing of the Services.
Mutual Indemnification: (a) By Client: The Client agrees to indemnify, defend, and hold harmless Twinamics and its affiliates against any losses, claims, liabilities, damages, or expenses (including legal fees) arising out of or relating to (i) Client’s use of the Services in violation of this Agreement; (ii) Client Data that infringes third-party intellectual property or privacy rights; or (iii) Client’s failure to comply with applicable laws.
(b) By Twinamics: Twinamics agrees to indemnify and hold harmless the Client against any losses, liabilities, or claims arising from third-party allegations that the core AI Platform infringes a valid patent, copyright, or trademark, provided that (i) the Client promptly notifies Twinamics of the claim; (ii) allows Twinamics to assume the defense and settlement; and (iii) provides reasonable cooperation.
11.4 Allocation of Risk: You acknowledge that Twinamics has set its prices and entered into this Agreement in reliance on the limitations of liability and disclaimers of warranties herein, and that those terms form an essential basis of the bargain between the parties. You agree that these exclusions and limitations will apply even if any limited remedy fails of its essential purpose.
11.5 Mitigation: Each party has a duty to mitigate any loss or damage to the extent required by law. Neither party shall be liable for damages that the other party could have avoided by taking reasonable action or by following industry best practices (such as backing up data).
12.1 Term of Agreement: This Agreement commences on the Effective Date (the date of your Purchase Order or sign-up) and continues until all subscriptions hereunder have expired or have been terminated. Each subscription will have an initial term (e.g., one year) as specified in the Purchase Order. After the initial term, subscriptions will automatically renew for successive renewal terms equal in length to the initial term (or as otherwise stated in the Order, e.g., month-to-month renewals) unless either party gives notice of non-renewal as set forth in Section 6.1 or this Section. If your subscription is not renewed or is terminated, this Agreement will terminate in respect of that subscription, but remain in effect for any other active subscriptions, and will fully terminate when all subscriptions are terminated or expired.
12.2 Termination for Convenience: Unless otherwise specified in your plan or Order, you may choose to cancel the Service at the end of the then-current subscription term by providing at least 30 days’ advance written notice to Twinamics (so we do not auto-renew your subscription). Twinamics may decide (though it’s uncommon) not to renew your subscription at the end of a term by giving you at least 60 days’ notice prior to the renewal date. Neither party will owe penalties or liabilities for electing not to renew a subscription per the contract terms.
12.3 Termination for Cause: Either party may terminate this Agreement (or an affected Order) for cause upon written notice to the other party if the other party commits a material breach of this Agreement and fails to cure that breach within thirty (30) days after receiving written notice describing the breach in reasonable detail. For example, your material breach could be failure to pay fees when due or violation of Twinamics’s intellectual property or confidentiality; Twinamics’s material breach could be a serious, uncured failure to provide the core Services as promised. If the breach is incapable of cure, the non-breaching party may terminate immediately upon notice. Additionally, Twinamics may terminate or suspend the Agreement immediately if you violate Section 2.3 (Restrictions) in a way that threatens the security or legal compliance of our Service (for instance, using the Service for unlawful purposes), or if you undergo insolvency as described in Section 12.4.
12.4 Termination for Insolvency or Legal Status: Either party may terminate the Agreement immediately if the other party: (a) becomes insolvent or unable to pay its debts when due; (b) enters into or files for bankruptcy, receivership, administration, or similar proceeding, or such proceeding is instituted against it and not dismissed within 60 days; (c) makes an assignment for the benefit of creditors; or (d) undergoes any analogous event under the laws of any jurisdiction, indicating financial distress or winding up. In any such case, termination can be immediate upon notice.
12.5 Effects of Termination: Upon termination or expiration of this Agreement or a specific Service subscription: (i) Twinamics will deactivate your access to the Service for the terminated subscription and cease performing any associated services (e.g., support), and your rights to use the Service will immediately end; (ii) you must promptly cease all use of the Twinamics Service, and if any Twinamics materials (like locally installed components, if any) are in your possession, uninstall or destroy them; (iii) you shall pay any outstanding fees for Services delivered up to the termination date, including any unpaid fees covering the remainder of the subscription term if you terminated without cause (note: if you terminate for our uncured breach or insolvency, you are not responsible for future term fees and shall receive a refund of prepaid fees as stated earlier). In termination due to your breach, all unpaid fees under the Agreement become immediately due and payable; (iv) each party shall return or destroy the other’s Confidential Information as described in Section 9.6 above, subject to the data retrieval period in Section 7.8; and (v) upon your request made at or within 30 days after termination, Twinamics will either permit you to export your Customer Data or will provide you with a file of your Customer Data in a commonly used format. After such 30-day period, we may delete your Customer Data as per Section 7.8.
12.6 Survival: Any provisions of this Agreement which by their nature should survive termination (such as accrued payment obligations, confidentiality, data protection clauses, warranty disclaimers, liability limitations, and indemnities) shall survive the expiration or termination of the Agreement. Termination does not relieve either party from liability for breaches occurring prior to termination.
13.1 Governing Law: This Agreement and any disputes or claims arising out of or in connection with it (including non-contractual disputes) shall be governed by and construed in accordance with the laws of India, without regard to its conflict of law principles.
13.2 Jurisdiction: The parties agree that the courts of India shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement or its subject matter. Each party irrevocably submits to the exclusive jurisdiction of such courts. Notwithstanding this, we both acknowledge that either party may seek interim injunctive relief in any jurisdiction to protect its intellectual property or Confidential Information as needed.
13.3 Regulatory Compliance: Each party will comply with all laws and regulations applicable to its performance under this Agreement. This includes, without limitation, technology export laws and regulations, data protection laws, anti-bribery laws, and any employment or worker safety laws relevant to use of the Service. Twinamics represents that its Services are designed to be used in compliance with applicable laws and regulation relevant to digital services, and any specific regulatory requirements for your industry or use case (if communicated to us) will be considered in our service delivery. You are responsible for ensuring that the way you use the Service (and the content you process with it) is in compliance with laws applicable to your industry or data (for example, if you use Twinamics in a regulated financial environment, you must ensure any outputs meet your regulatory standards; we will provide tools but you must apply final judgment).
13.4 No Third-Party Rights: A person or entity who is not a party to this Agreement shall have no rights to enforce any term of this Agreement. The parties can rescind or vary this Agreement without the consent of any third party. This clause does not affect any right or remedy of any person which exists, or is available, otherwise than under that Act.
13.5 Independent Contractors: The relationship of Twinamics and Client is that of independent contractors. Nothing in this Agreement is intended to, or shall be deemed to, establish any partnership, joint venture, employment, or agency relationship between the parties. Neither party has authority to bind the other in any way without prior written consent.
13.6 Force Majeure: Neither party shall be liable for any delay or failure to perform its obligations (except payment obligations) if such delay or failure results from events or circumstances beyond its reasonable control, including but not limited to acts of God, war, terrorism, civil unrest, strikes or labour disputes, pandemics, governmental orders, internet or telecommunication failures, or power outages. The affected party shall give prompt notice to the other of the force majeure event and make reasonable efforts to mitigate its effect and resume performance. If a force majeure event continues for more than 60 days, either party may terminate the affected Services upon written notice without further liability (other than refund of prepaid fees for undelivered Service in the case of termination of the entire Agreement).
13.7 Assignment: You may not assign or transfer this Agreement (in whole or in part), nor sublicense your rights, to any third party without Twinamics’s prior written consent, which will not be unreasonably withheld. We may assign this Agreement in its entirety (including all Orders), upon notice to you, in connection with a merger, acquisition, corporate reorganisation, or sale of all or substantially all of our assets or to any Affiliate of Twinamics. We may also outsource or subcontract performance of parts of the Service to third parties, provided we remain responsible to you under the Agreement. Any attempted assignment in breach of this section will be void. This Agreement shall bind and inure to the benefit of the parties, their successors, and permitted assigns.
13.8 Entire Agreement and Precedence: This Agreement, together with all Purchase Orders and any documents incorporated by reference (such as a DPA or SLA), constitutes the entire agreement between Twinamics and the Client regarding its subject matter, and supersedes all prior or contemporaneous agreements, understandings, or communications, whether written or oral, relating to the same. Each party acknowledges that in entering this Agreement it has not relied on any statement, representation, or warranty not expressly set out herein. In the event of a conflict between the main body of these Terms and an Purchase Order or SOW, the Purchase Order/SOW will prevail for that transaction (unless the conflicting term is in the Purchase Order’s reference to another document of lesser hierarchy). No modification or amendment to this Agreement shall be effective unless in writing and signed (or accepted electronically) by both parties.
13.9 Severability: If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable, that provision shall be deemed modified to the minimum extent necessary to make it enforceable (or if not possible, it shall be severed), and the remaining provisions shall continue in full force and effect. Any invalid or unenforceable provision will be interpreted to fulfill its intended purpose to the greatest extent permitted by law.
13.10 No Waiver: A failure or delay by either party to exercise any right or remedy under this Agreement shall not operate as a waiver of that or any other right or remedy. A single or partial exercise of any right or remedy shall not prevent further exercise of any other right or remedy. Any waiver of a breach must be in writing and signed by the waiving party, and such waiver will not be deemed a waiver of any other breach.
13.11 Notices: All legal notices under this Agreement shall be in writing and delivered (a) personally, (b) by pre-paid first-class post or courier, or (c) by email to the designated legal or contractual contact set forth in the applicable Order or Agreement.
Notices shall be deemed received: (i) if delivered personally, at the time of delivery; (ii) if sent by post, two business days after dispatch; and (iii) if sent by email, on the same business day if sent before 5:00 PM (recipient local time), or the next business day otherwise. Routine operational communications may continue via email or platform messaging.
13.12 Headings and Interpretation: Section headings in this Agreement are for convenience only and have no legal effect. Words in the singular include the plural and vice versa. The words “include” and “including” shall be interpreted as “including without limitation.” Any phrase introduced by the terms “such as”, “for example”, “e.g.”, or similar, shall be illustrative and not limit the generality of the related general words.
By signing up for or using the Twinamics Services, you acknowledge that you have read and agree to these Terms and Conditions. These terms are designed to protect both our business interests and yours, by clearly defining our mutual rights and obligations in a fair and transparent manner. If you have any questions or require any clarifications regarding these terms, please contact Twinamics before proceeding. We look forward to partnering with you in building your company’s digital AI twin under these agreed terms.