Important. A signed proposal, order form, statement of work, service agreement, data processing agreement, or other written commercial agreement may contain additional or different terms. Where there is a conflict, the order of precedence in Section 27 applies.
These Terms are intended primarily for business and professional use. Nothing in these Terms excludes rights or remedies that cannot lawfully be excluded under applicable law.
1. Definitions
- “Praevexa”, “we”, “our”, or “us” means Praevexa MIS Technologies (OPC) Private Limited.
- “Customer”, “you”, or “your” means the organization or person accessing or using a Praevexa website, application, service, deliverable, trial, or subscription.
- “Users” means administrators, employees, resources, managers, supervisors, contractors, or other individuals authorized by a Customer to use a Praevexa service.
- “Services” means Praevexa software, websites, Workforce Planner, HRMS, CaseFlow, QualityFlow, MIS Reporting & Business Intelligence services, Website & Digital Presence services, custom business solutions, professional services, support, pilots, trials, and related offerings.
- “Software Services” means Praevexa-hosted or Praevexa-provided software products and tools, including HRMS, CaseFlow, QualityFlow, Workforce Planner, and other applications or online tools.
- “Professional Services” means implementation, MIS reporting, business intelligence, reporting automation, custom development, analysis, consulting, website work, digital-presence work, configuration, training, support, or other project-based services.
- “Project” means a separately agreed piece of Professional Services described in a proposal, quotation, order, statement of work, email confirmation, or other written scope.
- “Deliverables” means reports, dashboards, websites, designs, documentation, configurations, files, code, or other project outputs specifically identified for delivery to the Customer.
- “Customer Content” means information, text, images, logos, trademarks, files, data, credentials, instructions, source material, and other content supplied or made available by or for the Customer.
- “Customer Data” means information entered, uploaded, submitted, transmitted, generated, or processed through the Services by or on behalf of the Customer.
- “Third-Party Services” means products, platforms, APIs, hosting, domain registrars, plugins, themes, advertising platforms, analytics providers, payment services, email providers, messaging providers, cloud services, or other services not controlled by Praevexa.
2. Acceptance and Eligibility
By creating an account, registering an organization, activating or using a tool, starting a trial, requesting or purchasing Services, accepting a proposal, submitting Customer Data, or otherwise using the Services, you agree to these Terms.
If you use the Services on behalf of an organization, you confirm that you are authorized to bind that organization or to act for it in relation to the Services. If you do not agree to these Terms, do not use the Services.
The Services are primarily intended for lawful business and professional use. Where an individual consumer uses a publicly available Service, mandatory consumer-protection rights that apply to that individual are not excluded by these Terms.
3. Permitted Use
You may use the Services only for lawful purposes and in accordance with these Terms and any applicable written agreement.
You must not:
- Use the Services for unlawful, fraudulent, abusive, deceptive, harmful, or unauthorized purposes.
- Attempt to access another customer's account, data, files, credentials, systems, or restricted functions.
- Interfere with or circumvent authentication, security controls, rate limits, access restrictions, licensing, or usage controls.
- Upload malware, malicious scripts, harmful files, or content designed to compromise a system or person.
- Reverse engineer, decompile, copy, scrape, reproduce, resell, sublicense, commercially exploit, or create derivative products from Praevexa software or proprietary materials except where expressly permitted in writing or where such restriction is prohibited by law.
- Use automated means to overload, probe, scan, attack, or materially disrupt the Services.
- Use the Services in violation of privacy, employment, communications, intellectual-property, export, sanctions, anti-bribery, or other applicable laws.
4. Accounts and Administrators
Certain Services require an organization account, individual account, administrator account, verification step, or other access credential. Information provided during registration must be accurate and kept reasonably up to date.
Organization administrators are responsible for adding and removing Users, assigning permissions, controlling account access, maintaining appropriate user information, and ensuring that Users are authorized to access Customer Data.
Customers and Users are responsible for protecting passwords, OTPs, devices, API keys, exported files, and other credentials or access mechanisms. You must notify Praevexa promptly if you reasonably suspect unauthorized access or compromise.
Praevexa is not responsible for access granted by a Customer administrator contrary to the Customer's own internal policies or instructions, except to the extent caused by Praevexa's breach of an applicable legal or contractual obligation.
5. Free Services, Trials and Subscriptions
Praevexa may offer free tools, limited free plans, free trials, pilots, demonstrations, promotional access, or evaluation environments. The duration, usage limits, features, support level, eligibility criteria, and other conditions are those displayed on the applicable product page, registration page, quotation, or written communication at the time of use.
Different products may have different trial periods. A trial or free plan does not create a paid subscription unless the Customer separately agrees to a paid plan, order, invoice, or other commercial arrangement.
Praevexa may modify or discontinue a free Service, trial, pilot, beta feature, or promotional offering at any time, subject to applicable law and any written commitment already made.
Paid subscriptions are governed by the applicable plan, order, invoice, proposal, or other written commercial terms. Unless expressly agreed otherwise, subscriptions do not automatically renew merely because a trial was used.
Praevexa may change standard pricing, plan limits, packaging, or features for future purchases or renewal periods. A signed or otherwise agreed commercial arrangement will govern the pricing for its stated term.
6. Workforce Planner and Planning Tools
Workforce Planner and similar planning or analytical tools are decision-support tools. Their outputs depend on information and assumptions supplied by the User, including items such as forecast volume, backlog, AHT or CPH, working days, shrinkage, occupancy, attrition, hiring, training, ramp productivity, automation, service-level assumptions, financial inputs, and overrides.
Capacity, headcount, backlog, hiring, release, SLA-risk, productivity, financial, margin, or other outputs are estimates and scenarios. They are not guarantees of operational, financial, staffing, service-level, commercial, or business outcomes.
Users are responsible for validating inputs, assumptions, formulas, recommendations, exports, and outputs before relying on them for hiring, redundancy, budgeting, contracting, pricing, customer commitments, workforce decisions, or other material business actions.
Workforce Planner planning inputs are designed to remain in the User's browser and are not intended to be stored on Praevexa servers. Information separately submitted for activation, account access, trial registration, support, billing, or communication may be processed by Praevexa in accordance with the Privacy Policy.
7. MIS, BI, Custom and Professional Services
Praevexa may provide MIS reporting setup, KPI frameworks, reporting dashboards, recurring management reporting, business intelligence, reporting automation, MIS analyst support, workflow tools, productivity tools, integrations, custom applications, process automation, consulting, analysis, implementation, or related services.
Professional Services may require Customer-provided data, business rules, specifications, access, credentials, files, reporting calendars, process documentation, approvals, subject matter expertise, test cases, environments, or other dependencies.
Unless expressly included in a subscription or written scope, Professional Services are separately chargeable and may be subject to their own proposal, quotation, timeline, assumptions, service hours, milestones, acceptance criteria, support terms, and fees.
Praevexa may rely on Customer-provided specifications and business rules. The Customer is responsible for reviewing and validating business logic, reporting definitions, calculations, configurations, and outputs before productive use.
8. Website & Digital Presence Services
Praevexa may provide website design, website development, landing pages, website migration, content implementation, digital-presence setup, basic technical SEO, analytics setup, business-profile assistance, maintenance, hosting coordination, or related services.
Scope and deliverables
The specific pages, features, integrations, content, design work, revision rounds, hosting, maintenance, SEO activities, analytics, timelines, and Deliverables included in a Project are determined by the applicable written scope, proposal, quotation, order, or statement of work. Anything not expressly included may be treated as additional work.
Customer dependencies
The Customer must provide required content, approvals, brand assets, credentials, domain or hosting access, product information, legal notices, business details, feedback, and decisions within a reasonable time. Delivery dates may move where Customer dependencies are delayed, incomplete, inaccurate, or materially changed.
Domains, hosting and third-party accounts
Domains, hosting, email accounts, advertising accounts, analytics accounts, themes, plugins, stock assets, APIs, payment gateways, messaging services, or other Third-Party Services may be owned, billed, licensed, suspended, or governed by the third-party provider. Unless a written scope states otherwise, the Customer is responsible for recurring third-party fees and compliance with third-party terms.
Where Praevexa assists with creating or configuring an account for the Customer, ownership and administrative access will be handled according to the applicable Project scope. The Customer should maintain its own current recovery details and administrator access for business-critical third-party accounts.
SEO, search engines and digital results
Praevexa does not guarantee search-engine ranking, indexing position, traffic volume, impressions, leads, enquiries, conversions, advertising performance, sales, revenue, business growth, approval by a third-party platform, or continued availability of a third-party listing or account. Search engines and platforms independently control their algorithms, policies, approvals, crawling, indexing, rankings, advertising delivery, and account actions.
Maintenance after launch
Ongoing maintenance, content updates, security work, software updates, backups, support, monitoring, hosting, or post-launch changes are included only where specifically stated in the applicable scope or support plan.
9. Customer Responsibilities and Customer Content
The Customer is responsible for:
- The accuracy, legality, quality, and completeness of Customer Data and Customer Content.
- Having all rights, permissions, licences, consents, notices, and lawful bases necessary to provide and use Customer Data and Customer Content.
- Ensuring that logos, trademarks, photographs, videos, fonts, text, product claims, testimonials, customer lists, regulated-industry statements, and other materials supplied to Praevexa may lawfully be used for the Project.
- Reviewing business, legal, regulatory, tax, product, employment, privacy, accessibility, industry-specific, and consumer-facing claims relevant to its own business.
- Providing timely instructions, approvals, content, access, and feedback.
- Maintaining appropriate internal backups of Customer-owned materials and exported Deliverables.
- Ensuring its Users and contractors comply with these Terms.
The Customer grants Praevexa a limited, non-exclusive right to host, copy, process, modify, format, transmit, display, or otherwise use Customer Content only to the extent reasonably necessary to provide, support, secure, or complete the applicable Services.
10. Scope Changes, Approvals and Acceptance
A request that changes agreed features, pages, integrations, business rules, volume, deliverables, revision rounds, timelines, technology, dependencies, or other material scope may require a change request, revised quotation, additional fee, or revised delivery date.
Praevexa may ask the Customer to provide written approval of designs, content, reports, configurations, prototypes, UAT results, or other milestones. Approval may be given by email, an agreed project tool, signed document, or another documented communication method.
Unless a written scope specifies different acceptance criteria, the Customer should report material non-conformance with an agreed Deliverable promptly after delivery. If no material non-conformance is reported within seven calendar days after delivery, or if the Customer deploys, publishes, uses, or approves the Deliverable in production, the Deliverable may be treated as accepted for milestone and payment purposes.
Minor defects, cosmetic issues, or items outside the agreed scope do not automatically delay acceptance of an otherwise substantially conforming Deliverable.
11. Fees, Taxes and Payment
Fees, deposits, subscription charges, milestones, payment schedules, currencies, and payment methods are determined by the applicable pricing page, invoice, quotation, proposal, order, or written agreement.
Unless expressly stated otherwise, quoted fees are exclusive of applicable GST, VAT, sales tax, withholding tax, duties, bank charges, currency-conversion charges, payment-gateway charges, and other government or third-party charges.
Where the Customer is required by law to deduct or withhold tax from a payment, the Customer must provide Praevexa with the legally required withholding certificate or equivalent evidence promptly. Any gross-up obligation will apply only where expressly agreed in writing.
The Customer is responsible for paying invoices by their due date. Praevexa may charge or recover reasonable bank, collection, third-party, or reactivation costs where permitted by law and disclosed or agreed.
If an undisputed amount remains overdue, Praevexa may pause work, suspend access, withhold Deliverables, delay transfer of agreed ownership rights, or terminate the affected Service after reasonable notice, unless otherwise required by law or agreed in writing.
12. Cancellation, Refunds and Customer-Caused Delays
Refund and cancellation rights depend on the applicable Service, proposal, order, plan, and mandatory law. Unless a written agreement states otherwise:
- Fees for completed work, consumed service periods, approved milestones, purchased third-party items, domain or hosting costs, and non-recoverable third-party charges are non-refundable.
- Setup, implementation, customization, research, design, development, migration, configuration, or other work already performed may be chargeable even if a Project is later cancelled.
- Any refundable portion of a prepaid Project fee will be determined after deducting completed work, committed resources, approved milestones, and non-recoverable costs.
- Subscription refunds, if any, are governed by the applicable written commercial arrangement and mandatory law.
If the Customer does not provide required information, access, content, approvals, or decisions for an extended period, Praevexa may pause the Project and revise the timeline. Where a Project remains inactive for more than 30 days because of Customer delay, Praevexa may reschedule resources and may require outstanding milestone payment or a revised schedule before work resumes.
13. Data, Privacy and Processing
The Customer remains responsible for the accuracy, legality, ownership, and lawful use of Customer Data and for determining what information its Users are permitted to enter, upload, access, export, or process.
Praevexa's handling of personal information is described in our Privacy Policy.
Where Praevexa processes personal data on behalf of a Customer, additional data-processing terms may apply through a data processing agreement, statement of work, or other written arrangement. Where legally required for an international transfer of personal data, the parties will cooperate in implementing an appropriate transfer mechanism or safeguard.
The Customer must not upload highly sensitive, regulated, or special-category information unless its use is necessary for the agreed Service and the Customer has confirmed that appropriate legal, security, and contractual requirements are in place.
14. Security
Praevexa uses reasonable technical and organizational measures designed to protect systems and information, which may include authentication, role-based access, controlled file access, validation, logging, and hosting-level safeguards appropriate to the Service.
No internet-based service, hosting environment, email system, or electronic storage method can be guaranteed to be completely secure. Customers are responsible for protecting credentials, devices, administrative access, exported information, and third-party accounts.
15. Availability, Maintenance and Product Changes
Praevexa will use reasonable efforts to keep active hosted Services available. Access may be interrupted by planned maintenance, emergency maintenance, technical failures, hosting issues, internet outages, security events, third-party failures, updates, or circumstances beyond our reasonable control.
Unless an applicable service-level agreement expressly says otherwise, Praevexa does not guarantee uninterrupted, error-free, or permanently available service.
Praevexa may add, improve, change, limit, replace, or remove product features as Services evolve. Features identified as beta, preview, pilot, experimental, coming soon, or limited availability may change materially or be discontinued.
16. Third-Party Services
The Services may rely on or integrate with Third-Party Services. Third parties control their own availability, pricing, APIs, policies, security, licences, approvals, limits, and functionality.
Praevexa is not responsible for a third party's independent outage, suspension, policy change, price change, platform decision, data practice, account restriction, service withdrawal, or other action outside Praevexa's reasonable control.
The Customer is responsible for complying with applicable third-party terms for accounts, content, software, assets, or services it owns or asks Praevexa to use.
17. Intellectual Property
Praevexa intellectual property
Praevexa and its licensors retain all rights in Praevexa software, source code, product design, algorithms, application logic, frameworks, standard templates, reusable components, methods, documentation, know-how, workflows, interfaces, branding, and other pre-existing or generally reusable intellectual property.
Customer Content
The Customer retains ownership of Customer Content and Customer Data, subject to the limited rights granted to Praevexa to provide the Services.
Custom Deliverables
Ownership or licence rights in bespoke Deliverables are governed by the applicable proposal, order, statement of work, or written agreement. Unless that document expressly says otherwise, full transfer of agreed ownership in a custom Deliverable occurs only after Praevexa has received all amounts due for that Deliverable.
Praevexa retains ownership of pre-existing tools, generic components, know-how, libraries, frameworks, templates, methods, and reusable code incorporated into or used to create a Deliverable. Where necessary for the Customer to use an accepted and fully paid Deliverable, Praevexa grants the Customer a non-exclusive licence to such embedded Praevexa components solely as part of that Deliverable, unless otherwise agreed in writing.
Third-party materials
Third-party software, fonts, themes, images, plugins, libraries, APIs, or other materials remain subject to their respective third-party licences and are not transferred to the Customer beyond those licence terms.
Feedback
If the Customer voluntarily provides product suggestions or feedback not containing confidential Customer information, Praevexa may use that feedback to improve its products and services without an obligation to compensate the Customer.
18. Confidentiality
Each party may receive non-public commercial, technical, financial, security, product, customer, employee, operational, or business information of the other party (“Confidential Information”).
Each party will use reasonable care to protect the other party's Confidential Information, use it only for the relevant business relationship, and disclose it only to personnel, contractors, professional advisers, or service providers who reasonably need it and are subject to appropriate confidentiality obligations.
Confidential Information does not include information that the receiving party can demonstrate:
- is or becomes public without breach of an obligation;
- was lawfully known to the receiving party without confidentiality restriction;
- is lawfully received from a third party without confidentiality restriction; or
- is independently developed without use of the other party's Confidential Information.
A party may disclose Confidential Information where required by law or lawful process, provided it gives notice where legally permitted and discloses only what is required. Confidentiality obligations survive termination for as long as the information remains confidential, subject to any more specific written agreement.
19. Warranties and Disclaimers
Praevexa will perform paid Professional Services with reasonable care and skill consistent with the agreed scope. If a written agreement provides a specific warranty or remedy, that written agreement applies.
Except for express commitments in an applicable written agreement and to the maximum extent permitted by law, Services are provided on an “as available” basis. Praevexa does not warrant that every Service will be uninterrupted, error-free, compatible with every environment, or suitable for every business purpose.
Praevexa does not guarantee commercial outcomes, productivity gains, staffing outcomes, financial results, search rankings, advertising results, sales, leads, regulatory outcomes, third-party approvals, or results arising from Customer decisions based on analytical or planning outputs.
The Customer is responsible for independent review of important business, legal, tax, regulatory, employment, operational, financial, security, and compliance decisions.
20. Limitation of Liability
Nothing in these Terms excludes or limits liability that cannot lawfully be excluded or limited.
To the maximum extent permitted by applicable law, neither party will be liable to the other for indirect, incidental, special, exemplary, punitive, or consequential damages, or for loss of profit, revenue, goodwill, business opportunity, anticipated savings, or business interruption, arising out of or related to the Services, even if advised of the possibility of such loss.
To the maximum extent permitted by applicable law, Praevexa's total aggregate liability arising out of or relating to a particular paid Service or Project will not exceed the fees actually paid to Praevexa for that affected Service or Project during the six months immediately preceding the event giving rise to the claim, or, for a Project lasting less than six months, the fees actually paid for that Project.
For a free Service, trial, beta, preview, or promotional offering for which no fee was paid, Praevexa's aggregate liability will be limited to the minimum amount that applicable law permits to be specified by contract.
The limitations in this section apply to the maximum extent permitted by law and are subject to any different liability terms expressly agreed in a signed or otherwise binding written commercial agreement.
21. Customer Indemnity
To the extent permitted by law, the Customer will be responsible for third-party claims, losses, damages, or reasonable costs arising from:
- Customer Content or Customer Data that infringes third-party rights or is unlawfully supplied to Praevexa;
- the Customer's unlawful or unauthorized use of the Services;
- instructions from the Customer that require Praevexa to use materials, claims, data, accounts, or content without the necessary rights or permissions; or
- the Customer's material breach of Sections 3, 9, or 13.
This section does not require the Customer to indemnify Praevexa to the extent a claim was caused by Praevexa's own breach, negligence, wilful misconduct, or infringement.
22. Suspension and Termination
Praevexa may suspend or restrict access to a Service where reasonably necessary because of overdue payment, material breach, suspected fraud, security risk, unlawful use, abuse, technical threat, legal requirement, or risk to Praevexa, another customer, or a third party.
Where reasonably practicable, Praevexa will give notice and an opportunity to remedy a remediable breach before termination. Immediate suspension or termination may occur where necessary to address serious security, fraud, legal, or abuse risks.
Customers may terminate or stop using a Service according to the applicable subscription, order, Project, notice period, or commercial agreement. Termination does not cancel accrued payment obligations or fees for work already performed.
23. Effect of Termination and Data Exit
On expiry or termination of a paid Service, access may cease on the effective termination date, subject to the applicable written agreement.
Where a Service supports export functionality, the Customer is responsible for exporting required information before access ends unless a different data-exit arrangement is agreed. Praevexa may provide reasonable export or migration assistance as a separately chargeable service where requested and technically feasible.
Praevexa may delete or anonymize Customer Data after the applicable retention or account closure period, subject to legal obligations, backup cycles, dispute preservation, security requirements, and any agreed data-processing terms.
Sections that by their nature should survive termination, including payment obligations, intellectual property, confidentiality, disclaimers, liability limitations, indemnities, dispute provisions, and accrued rights, will survive.
24. Force Majeure
Neither party is liable for delay or failure to perform an obligation, other than payment obligations for amounts already due, to the extent caused by events beyond its reasonable control. Such events may include natural disasters, severe weather, fire, flood, epidemic, war, terrorism, civil unrest, government action, utility or telecommunications failure, internet or cloud outage, labour disruption, cyberattack by a third party, or failure of a critical supplier despite reasonable precautions.
The affected party should use reasonable efforts to mitigate the impact and resume performance when reasonably possible.
25. Governing Law and Disputes
These Terms are governed by the laws of India, without regard to conflict-of-law principles, subject to any mandatory law that applies to a particular Customer and cannot validly be excluded.
Before commencing formal proceedings, the parties should first attempt in good faith to resolve a commercial dispute through written escalation and discussion for at least 30 days, unless urgent interim or injunctive relief is reasonably required.
Unless a separate written agreement specifies another dispute mechanism or jurisdiction, courts of competent jurisdiction in New Delhi, India will have exclusive jurisdiction over disputes arising out of or relating to these Terms or the Services.
26. Notices
Contractual or legal notices to Praevexa may be sent to contact@praevexa.com unless a specific agreement identifies another notice address.
Praevexa may send notices to the Customer using the email address, account administrator, billing contact, project contact, in-product notification, or other contact method provided by the Customer.
Routine support, operational, project, and billing communications may be sent through the normal communication channels used between the parties.
27. General Terms and Order of Precedence
Order of precedence
If documents conflict, the following order applies unless a later document expressly states otherwise:
- a signed or otherwise binding customer-specific agreement or statement of work;
- an agreed order form, proposal, quotation, or product-specific commercial terms;
- an applicable data processing agreement, for data-protection matters within its scope;
- these Terms; and
- general website or marketing descriptions.
Entire agreement
These Terms together with applicable written commercial documents form the agreement for the relevant Service and supersede prior discussions on the same subject to the extent stated in those documents.
Assignment
Neither party may assign a customer-specific agreement in a way that materially prejudices the other party without required consent, except that Praevexa may assign or transfer its rights and obligations in connection with a merger, restructuring, financing, sale of business, or transfer to an affiliate or successor, subject to applicable law.
Severability
If a provision is held invalid or unenforceable, it will be interpreted or modified to the minimum extent necessary, and the remaining provisions will continue in effect.
No waiver
Failure or delay in enforcing a right is not a waiver of that right. A waiver is effective only for the specific matter for which it is given.
No partnership or agency
Unless expressly agreed in writing, nothing in these Terms creates a partnership, joint venture, employment relationship, fiduciary relationship, or agency between Praevexa and the Customer.
Headings
Section headings are for convenience and do not limit the meaning of the provisions.
28. Changes to These Terms
Praevexa may update these Terms to reflect changes in Services, business practices, legal requirements, technology, or risk controls. The current version will be posted on this page with an updated “Last Updated” date.
Material changes will apply prospectively where required by law or an existing written contract. A customer-specific agreement will not be changed merely by updating these website Terms where that agreement requires written amendment.