Terms & Conditions

1. The agreement

These Terms & Conditions ("Terms") are a binding agreement between Neurovia Technologies ("eWorkPulse", "we", "us") and the organisation or individual subscribing to or using the Services ("Customer", "you").

By creating an account, installing the agent, accessing the Services or signing an order form, you accept these Terms. If you are accepting on behalf of an organisation, you confirm you are authorised to bind it.

These Terms incorporate our Privacy Policy, Data Security Policy and, where applicable, our Data Processing Agreement. Where a signed order form or master agreement conflicts with these Terms, that document prevails.

2. Definitions

• Services — the eWorkPulse web application, desktop agent, mobile application, APIs and associated documentation and support.
• Agent — the desktop software installed on Devices to collect activity data.
• Device — a computer on which the Agent is installed.
• Seat — one monitored user account. Fees are charged per Seat.
• Customer Data — all data submitted to or collected through the Services on your behalf, including activity data, screenshots and employee records.
• Monitored Individual — a person whose activity is captured through the Agent.

3. Accounts & access

You are responsible for the accuracy of your registration details, for all activity under your account, and for keeping credentials confidential. You must notify us promptly at support@eworkpulse.com of any suspected unauthorised access.

You are responsible for administering access within your organisation and for ensuring only appropriately authorised personnel can view monitoring data. We strongly recommend limiting access to those with a genuine need.

4. Lawful monitoring — your obligations

This section is the most important obligation in these Terms.

Workplace monitoring is lawful in most jurisdictions when done transparently and proportionately, and unlawful when done covertly or excessively. You are solely responsible for the lawfulness of your monitoring. You represent, warrant and undertake that:

• Notice. You will give clear, prior written notice to every Monitored Individual that monitoring takes place, what is collected, why, who can see it and for how long it is kept.
• Consent. Where the law of the applicable jurisdiction requires consent, you will obtain and record valid consent before deploying the Agent.
• Ownership. You will deploy the Agent only on Devices you own, lease or otherwise legitimately control, or on personal devices where the owner has given informed consent.
• Purpose. You will use the Services only for legitimate business purposes such as productivity analysis, capacity planning, billing verification, security and compliance.
• Proportionality. You will enable only those collection features that are proportionate to your stated purpose, and will configure the available privacy controls accordingly.
• Employment law. You will comply with all applicable employment, labour, privacy and data-protection laws, including works-council or union consultation obligations where they apply.
• No covert use. You will not use the Services to monitor any individual who has not been informed.
• No prohibited targets. You will not use the Services to monitor minors, or to monitor individuals outside a legitimate employment or contractor relationship.

We provide the tools; you decide how they are used. We do not review or approve your monitoring practices and are not responsible for them. Breach of this section is a material breach permitting immediate suspension under Section 16.

5. Acceptable use

You must not, and must not permit anyone to:

• use the Services to harass, discriminate against, retaliate against or unlawfully surveil any individual;
• reverse engineer, decompile or attempt to derive the source code of the Services, except as permitted by law;
• resell, sublicense or provide the Services to third parties without our written consent;
• circumvent usage limits, Seat counts or access controls;
• upload malware, or use the Services to gain unauthorised access to any system;
• conduct penetration testing or vulnerability scanning without our prior written consent;
• use the Services to build a competing product, or to benchmark for a competitor;
• remove proprietary notices from any part of the Services.

6. Subscription, fees & taxes

• Billing. Subscriptions are charged per Seat and, unless your order form says otherwise, billed annually in advance.
• Seat changes. Seats added mid-term are charged pro rata. Seat reductions take effect at the next renewal; we do not refund unused Seats mid-term.
• Taxes. Fees are exclusive of GST and other applicable taxes, which are charged additionally at the prevailing rate.
• Late payment. Overdue amounts may attract interest at 1.5% per month or the maximum permitted by law, whichever is lower. We may suspend access for accounts more than 30 days overdue, after giving notice.
• Renewal. Subscriptions renew automatically for successive terms unless either party gives written notice of non-renewal at least 30 days before the term ends.
• Price changes. We may revise pricing with at least 60 days' notice before your renewal date. If you do not accept, you may elect not to renew.
• Refunds. Fees are non-refundable except where required by law or expressly stated in these Terms.

7. Trials & demos

We may offer free trials or demonstration access. Trials are provided as is, without warranty or support commitment, and we may modify or withdraw them at any time. Data created during a trial may be deleted if the trial ends without conversion to a paid subscription. Your obligations under Section 4 apply in full during any trial.

8. Customer data & ownership

You own your Customer Data. We claim no ownership over it.

You grant us a limited, non-exclusive licence to host, process, transmit and display Customer Data solely to provide, secure and support the Services, and as further described in our Privacy Policy.

We process Customer Data as your processor and on your documented instructions. We will not sell it, disclose it for advertising, or use it to train machine-learning or artificial-intelligence models.

We may generate aggregated, de-identified statistics that cannot reasonably identify you, any Monitored Individual or any customer, and may use those to operate and improve the Services.

Export and deletion. You can export your data through the Services during the subscription. Following termination, you have 30 days to export; we then delete or irreversibly anonymise Customer Data within 90 days of termination, except where retention is required by law.

9. Availability & support

We aim for high availability but do not guarantee uninterrupted service unless a specific service-level agreement is stated in your order form. Planned maintenance is normally performed outside Indian business hours, and we give advance notice for maintenance expected to cause material disruption.

Support is provided by email at support@eworkpulse.com during business hours (Monday–Friday, 10:00–19:00 IST, excluding public holidays).

Accurate data collection depends on the Agent running on a Device that is powered on and connected. Interruptions caused by device shutdown, network loss, endpoint security software blocking the Agent, or a user disabling it are outside our control.

10. Intellectual property

The Services, including all software, interfaces, documentation, trademarks and the eWorkPulse name and logo, are owned by us or our licensors and protected by intellectual-property law. Subject to these Terms and payment of fees, we grant you a limited, non-exclusive, non-transferable, revocable right to use the Services for your internal business purposes during the subscription. All rights not expressly granted are reserved.

If you send us feedback or suggestions, we may use them without restriction or obligation to you.

11. Third-party services

The Services may integrate with third-party systems at your direction, including practice-management or timesheet platforms and cloud storage providers such as Amazon S3, Google Drive and Microsoft OneDrive. Your use of those services is governed by their own terms. Where you direct Customer Data to storage you control, you are responsible for its security and compliance in that environment, and we are not liable for it.

12. Confidentiality

Each party may receive confidential information of the other. Each party will protect the other's confidential information with at least reasonable care, use it only to perform under these Terms, and not disclose it except to personnel and advisers bound by confidentiality obligations. This does not apply to information that is public through no fault of the receiver, independently developed, or required to be disclosed by law — in which case the disclosing party will be notified where legally permitted.

13. Warranties & disclaimers

We warrant that we will provide the Services with reasonable skill and care and in a manner materially consistent with our documentation.

Except as expressly stated, the Services are provided "as is" and "as available". To the maximum extent permitted by law we disclaim all other warranties, express or implied, including merchantability, fitness for a particular purpose and non-infringement.

We specifically do not warrant that: the Services will be uninterrupted or error-free; that activity data, productivity classifications or analytics will be complete or accurate in every case; or that the Services will satisfy any particular legal or regulatory obligation you may have.

Analytics are indicative, not determinative. Activity data reflects device usage, not the value or quality of a person's work. You should not rely on eWorkPulse figures as the sole basis for disciplinary action, dismissal, or any decision with a significant effect on an individual. You are responsible for exercising independent human judgement.

14. Limitation of liability

To the maximum extent permitted by law:

• Neither party is liable for indirect, incidental, special, consequential, exemplary or punitive damages, or for loss of profits, revenue, goodwill, business opportunity or data, however arising.
• Our total aggregate liability arising out of or relating to these Terms is limited to the fees you paid us in the twelve (12) months immediately preceding the event giving rise to the claim.

These limits do not apply to: your payment obligations; your obligations under Section 4 (Lawful monitoring) or Section 15 (Indemnity); either party's liability for fraud, wilful misconduct, or death or personal injury caused by negligence; or any liability that cannot be excluded under applicable law.

15. Indemnity

You will defend, indemnify and hold us harmless against claims, damages, liabilities, penalties and reasonable legal costs arising from: (a) your breach of Section 4, including any claim by a Monitored Individual or regulator that monitoring was unlawful, covert, disproportionate or without required notice or consent; (b) your breach of Section 5; (c) your Customer Data or your use of the Services in violation of law.

We will defend you against third-party claims that the Services, used as permitted, infringe an Indian intellectual-property right, and will pay damages finally awarded, provided you notify us promptly, give us control of the defence and reasonably cooperate. We may modify the Services, procure a right to continue, or terminate the affected subscription with a pro-rata refund.

16. Term, suspension & termination

These Terms run for the subscription term and any renewals.

Suspension. We may suspend access immediately, with notice where practicable, if: you materially breach these Terms (particularly Section 4); your account poses a security risk; payment is more than 30 days overdue; or we are required to by law.

Termination. Either party may terminate for material breach not cured within 30 days of written notice, or immediately if the other becomes insolvent or enters liquidation. You may terminate for convenience effective at the end of the current term by giving 30 days' notice.

On termination: access ceases; accrued fees remain payable; you may export data for 30 days; and Sections 8, 10, 12, 13, 14, 15, 19 and 20 survive.

17. Changes to the Services or terms

We may improve, modify or discontinue features. We will not materially reduce core functionality during a paid term without notice. If we discontinue the Services entirely, we will give at least 90 days' notice and refund prepaid fees for the unused period.

We may update these Terms. For material changes we will give at least 30 days' notice by email or in-application notice. Continued use after the effective date constitutes acceptance; if you do not accept, you may terminate before it takes effect and receive a pro-rata refund of prepaid fees.

18. Force majeure

Neither party is liable for delay or failure to perform (other than payment obligations) caused by events beyond reasonable control, including natural disaster, war, terrorism, civil unrest, epidemic, government action, failure of internet or telecommunications infrastructure, or power failure.

19. Governing law & disputes

These Terms are governed by the laws of India, without regard to conflict-of-laws principles.

The parties will first attempt to resolve any dispute in good faith through discussion between senior representatives for 30 days. Failing that, the dispute will be referred to arbitration by a sole arbitrator under the Arbitration and Conciliation Act, 1996. The seat and venue of arbitration is Thane, Maharashtra, India, and proceedings will be in English.

Subject to the arbitration provision, the courts at Thane, Maharashtra, India have exclusive jurisdiction. Either party may seek interim injunctive relief from a court of competent jurisdiction.

20. General

• Entire agreement. These Terms, with the documents they incorporate, are the entire agreement and supersede prior discussions.
• Severability. If a provision is unenforceable, the rest remains in effect.
• Waiver. Failure to enforce a right is not a waiver of it.
• Assignment. You may not assign these Terms without our written consent, except to a successor of your business. We may assign to an affiliate or acquirer.
• Relationship. The parties are independent contractors. Nothing creates a partnership, agency or employment relationship.
• Notices. Notices to us go to support@eworkpulse.com; notices to you go to the email address on your account.
• Publicity. We will not use your name or logo as a reference without your prior written consent.

21. Contact

Entity	Neurovia Technologies
General & support	support@eworkpulse.com
Privacy & grievances	privacy@eworkpulse.com
Registered office	319, Globe Estate NEXT, MIDC, Vikas Naka, Dombivli (East), Thane – 421203, Maharashtra, India