Terms & Conditions

1.1 Definitions

For purposes of this Agreement, the following terms shall have the meanings ascribed to them below. Any term used in the singular shall include the plural and vice versa; capitalised terms not defined herein shall have the meaning given to them in context elsewhere in this Agreement:

1.2 Interpretation

For purposes of interpreting this Agreement, unless the context requires otherwise:

1. References to "Parties" shall mean collectively the Company and the Client/User; references to a "Party" mean either the Company or the Client/User individually.
2. Words denoting the singular shall include the plural and vice versa; words denoting any gender shall include all genders.
3. Headings, titles, and section numbers are inserted for convenience only and shall not affect the meaning or interpretation of this Agreement.
4. References to "law" or "applicable law" include all statutes, enactments, ordinances, rules, regulations, notifications, circulars, directives, guidelines, bye-laws, and statutory instruments having the force of law in India.
5. References to "including" or "include" shall mean "including without limitation" and shall not limit the generality of the preceding words.
6. References to "writing" or "written" include communication by email, digital acceptance, or any other form of electronic communication recognised under the Information Technology Act, 2000.
7. References to "days" mean calendar days unless specifically referred to as "business days."

2.1 Grant of Licence

Subject to the terms and conditions of this Agreement, the Company hereby grants to the Client and its Authorised Users a limited, non-exclusive, non-transferable, revocable, and non-sublicensable licence to access and use the PrepCV Platform, including the Placement Management System (PMS) and related modules (collectively, the "Services"), strictly during the Subscription Term and solely for internal educational, career preparation, recruitment facilitation, and placement management purposes as contemplated under this Agreement.

The licence granted herein:

• does not confer any right of ownership or proprietary interest in the Services;
• does not extend to any third parties, save as expressly authorised in writing;
• is conditional upon timely payment of subscription fees and compliance with this Agreement; and
• may be revoked immediately by the Company in the event of misuse, breach, or unauthorised use.

2.2 Scope of PrepCV Modules

The PrepCV Platform provides Students, Clients, and Authorised Users access to a suite of tools designed to support career readiness and interview preparation, which may include, without limitation:

• (a) Resume Builder & Editor – AI-powered, multilingual resume creation, editing, formatting, and optimisation features with version history tracking.
• (b) AI-driven Mock Interviews – both standard interviews (rule-based, structured practice sessions) and dynamic interviews (adaptive, AI-powered simulations assessing behavioural and technical competencies).
• (c) Version Tracking & Analytics – student-facing dashboards for monitoring progress, revisions, and recruiter feedback history.
• (d) Personalised Career Insights – recommendations, skills gap analysis, and suggestions generated by proprietary algorithms, where applicable.

2.3 Scope of PMS Modules

The Placement Management System (PMS) provides Clients, Placement Officers, and Recruiters with enterprise-grade modules for placement administration, which may include, without limitation:

• (a) Student Data Management – onboarding of student records, academic details, and consent-based data sharing with recruiters.
• (b) Recruiter Dashboards – interfaces for employers to publish job opportunities, view candidate profiles, manage interview rounds, and record evaluations.
• (c) Placement Workflow Tools – modules for scheduling, shortlisting, offer tracking, document management, and placement outcome reporting.
• (d) Analytics & Compliance Tools – dashboards for placement statistics, accreditation reporting, recruiter engagement metrics, and compliance verification.
• (e) Integration with PrepCV – seamless synchronisation of resumes, interview performance, and student readiness metrics from PrepCV into PMS.

2.4 Reservation of Rights

The Client and Authorised Users expressly acknowledge and agree that:

• (a) All rights, title, and interest in and to the Services, including but not limited to software, source code, algorithms, models, documentation, templates, trademarks, service marks, logos, designs, trade secrets, and all associated intellectual property, are and shall remain the sole and exclusive property of the Company.
• (b) Nothing in this Agreement shall be construed to transfer, assign, or vest in the Client, Student, Recruiter, or Authorised User any ownership or proprietary rights in the Services or underlying intellectual property.
• (c) Except for the limited licence expressly granted herein, no other rights or licences are granted by implication, estoppel, or otherwise.

3.1 Client Eligibility

(a) To subscribe to PrepCV or PMS, the Client must be a duly incorporated legal entity (such as a university, college, educational institution, training body, organisation, or corporate entity) that is lawfully capable of entering into binding contracts under the applicable laws of its jurisdiction.

(b) By executing a subscription, order form, or digital acceptance, the Client represents and warrants that:

• it is validly existing and in good standing under the laws of its incorporation;
• it has obtained all necessary internal approvals (including board approvals where applicable) to enter into this Agreement; and
• the person executing the Agreement or activating the account on behalf of the Client has full legal authority to bind the Client to this Agreement.

3.2 Student User Eligibility

(a) Student Users must be:

• currently enrolled in a Client institution; or
• explicitly authorised by the Client or the Company (e.g., alumni, external candidates permitted by a subscribing institution).

(b) Student Users must:

• be of at least 18 years of age (or the minimum legal age of majority in their jurisdiction); or
• where below such age, must obtain verified parental/guardian consent as required under applicable law.

(c) Student Users must provide accurate, complete, and up-to-date information including personal, academic, and professional details, and shall be solely responsible for the authenticity of such information.

3.3 Recruiter User Eligibility

(a) Recruiter Users must represent legitimate business organisations (including companies, firms, or government bodies) that have lawful authority to hire employees, interns, or trainees.

(b) Recruiter Users must comply with:

• all applicable labour, employment, and non-discrimination laws;
• regulations governing hiring practices in India;
• University Grants Commission (UGC), All India Council for Technical Education (AICTE), or other applicable higher education and placement regulations when recruiting students.

5.1 Responsibilities of Clients

The Client shall:

• (a) Payment of Fees – Ensure timely payment of all subscription fees, usage charges, and applicable taxes.
• (b) Appointment of Placement Officers – Formally designate Placement Officers/Administrators in writing.
• (c) Compliance – Ensure that all use of PrepCV and PMS by its Users complies with this Agreement and applicable law.
• (d) Data Accuracy – Ensure that all student records and institutional data uploaded are accurate, lawful, and consent-based.
• (e) Liability for Users – Remain fully responsible for the actions of its Authorised Users.
• (f) System Security – Implement reasonable administrative and technical safeguards to prevent unauthorised access.

5.2 Responsibilities of Student Users

Student Users shall:

• (a) Truthful Information – Provide accurate and truthful personal details, academic records, certifications, and resumes.
• (b) Consent to Data Sharing – Acknowledge and consent to their data being shared with Recruiter Users via PMS.
• (c) Prohibited Conduct – Not falsify credentials, misrepresent qualifications, impersonate another individual, or upload fraudulent, offensive, or misleading content.
• (d) Professional Behaviour – Engage respectfully with Recruiter Users, Placement Officers, and the Company.
• (e) Security – Keep login credentials confidential and immediately notify of any suspected misuse.

5.3 Responsibilities of Recruiter Users

Recruiter Users shall:

• (a) Legitimate Recruitment – Use PMS strictly for bona fide recruitment and hiring purposes.
• (b) Accurate Employer Information – Provide correct and up-to-date company details.
• (c) Prohibited Conduct – Not post fake, misleading, or fraudulent job openings or engage in discriminatory practices.
• (d) Use of Student Data – Access student information only for recruitment purposes, and not share or sell such data to third parties.
• (e) Compliance – Adhere to all applicable labour and employment laws.

7.1 Subscription Fees

The subscription fees, usage charges, interview credits, or other commercial charges for PrepCV, PMS, and related modules (collectively, the "Fees") shall be as agreed between the Client and the Company in the applicable Order Form, invoice, or commercial agreement.

7.2 Invoicing and Payment Terms

All invoices shall be payable in full within thirty (30) days of the invoice date, unless otherwise specified. Payments shall be made in Indian Rupees (INR) unless otherwise agreed in writing.

7.3 Late Payment and Interest

Any amount not paid by the due date shall accrue interest at the rate of 1.5% per month or the maximum rate permitted by applicable law, whichever is lower.

7.4 Non-Payment and Suspension of Services

If the Client fails to pay any invoice within forty-five (45) days of the due date, the Company may suspend or restrict access until outstanding amounts are paid in full.

7.5 Taxes and Withholding

Fees are exclusive of all applicable taxes, levies, duties, cess, or governmental charges (including GST), which shall be borne by the Client in addition to the Fees.

7.6 Refunds and Adjustments

Fees once paid are non-refundable, except where expressly provided under applicable law or as agreed in writing by the Company.

8.1 Ownership of Data

All data uploaded, submitted, or otherwise made available by Clients, Placement Officers, Students, or Recruiters through PrepCV or PMS (collectively, the "Client Data"), shall remain the sole and exclusive property of the respective Client or Student.

8.2 Role of the Parties and Data Processing Obligations

For purposes of applicable data protection law, the Client shall be deemed the Data Fiduciary/Controller, and the Company shall act as the Data Processor, processing Client Data solely on documented instructions of the Client.

8.3 Compliance with Laws

The Company shall comply with the provisions of the Digital Personal Data Protection Act, 2023 (DPDP Act) and other applicable Indian privacy and data protection laws.

8.4 Consent and Transparency

The Client shall be solely responsible for obtaining lawful consent from Students, Recruiters, and other Users for the collection, use, and disclosure of their personal data.

8.5 Retention and Deletion of Data

The Company shall retain Client Data for a period of ninety (90) days following termination or expiry of the Subscription Term, unless otherwise required under applicable law.

8.6 Data Security Measures

The Company shall implement and maintain appropriate technical and organisational security measures including:

• Encryption of all data in transit using industry-standard protocols (TLS 1.2 or higher)
• Role-based access controls and multi-factor authentication
• Secure data centres with restricted physical access
• Regular backups and disaster recovery mechanisms
• Staff confidentiality obligations

8.7 Data Breach Notification

In the event of a confirmed personal data breach impacting Client Data, the Company shall notify the affected Client without undue delay and, in any event, within seventy-two (72) hours of becoming aware of such breach.

9.1 Definition of Confidential Information

Confidential Information shall mean any and all non-public, proprietary, or sensitive information disclosed by one Party to the other Party, including technical information, business information, personal data, trade secrets, and the terms of this Agreement.

9.2 Obligations of Confidentiality

The Receiving Party shall use Confidential Information solely for the purposes of performing its obligations under this Agreement and exercise at least the same degree of care to protect the Disclosing Party's Confidential Information as it uses to protect its own similar information.

9.4 Duration of Obligations

The confidentiality obligations shall survive for a period of five (5) years following termination or expiry of this Agreement. With respect to trade secrets, the obligations shall survive indefinitely.

10.1 Ownership of Intellectual Property

All rights, title, and interest, including all intellectual property rights, in and to PrepCV, PMS, all software, source code, algorithms, AI models, designs, trademarks, and documentation are and shall remain the sole and exclusive property of the Company.

10.3 Feedback and Suggestions

The Company welcomes feedback from Users. Users acknowledge that all Feedback shall be deemed the property of the Company and the Company may use, implement, or commercialise such Feedback without restriction or obligation to provide compensation.

10.5 Non-Compete Obligations

During the Subscription Term and for twenty-four (24) months following termination, Users shall not design, develop, market, license, or distribute any software or platform that competes with PrepCV or PMS.

11.1 Authority and Right to Provide Services

The Company warrants that it has the full legal right, power, and authority to enter into this Agreement and to provide access to PrepCV and PMS.

11.2 Limited Warranty on Services

The Company warrants that the Services will materially conform to the published documentation when used in accordance with this Agreement.

11.3 "As-Is" Provision and Exclusions

Except as expressly provided, the Services are provided on an "as-is" and "as-available" basis, without warranties of any kind.

11.4 Disclaimer of Implied Warranties

12.1 Indemnification by Users and Clients

Each Client, together with its Users, hereby agrees to fully indemnify, defend, and hold harmless the Company from and against any and all claims, demands, suits, proceedings, losses, damages, penalties, fines, costs, expenses, or liabilities arising out of or relating to:

• Misuse of Services in violation of this Agreement or applicable law
• Unlawful or misleading data uploaded by Users
• Regulatory violations including labour, employment, or data protection laws
• Material breach of this Agreement
• Student/Recruiter misconduct
• Security incidents caused by User actions

12.2 Indemnification by the Company

The Company shall indemnify the Client from third-party claims alleging that the authorised use of PrepCV or PMS infringes any valid intellectual property right.

12.4 Limitation of Company's Indemnity

The Company's total aggregate liability under this Section shall not exceed the total Fees paid by the Client during the twelve (12) months immediately preceding the claim.

13.1 Cap on Liability

To the maximum extent permitted by applicable law, the total, cumulative, and aggregate liability of the Company, whether arising in contract, tort, or otherwise, for all claims arising under this Agreement, shall in no event exceed the total amount of Fees actually paid by the Client during the twelve (12) month period immediately preceding the event giving rise to the claim.

13.2 Exclusion of Indirect and Consequential Damages

13.3 Excluded Categories of Liability

The Company shall not be liable for claims arising from:

• Recruiter conduct including misrepresentations or discriminatory hiring
• Student misrepresentation or falsification of credentials
• Client or Placement Officer actions
• Third-party services or integrations
• Force Majeure events

14.1 Term of Agreement

This Agreement shall commence on the Effective Date and continue for the Subscription Term. Upon expiry, this Agreement shall automatically renew for successive renewal terms unless either Party provides written notice of non-renewal at least sixty (60) days prior to the end of the then-current term.

14.2 Termination for Convenience

Either Party may terminate this Agreement without cause by providing the other Party with at least sixty (60) days' prior written notice.

14.3 Termination for Cause

The Company may terminate immediately if:

• The Client fails to pay undisputed Fees within forty-five (45) days of the due date
• The Client commits a material breach and fails to cure within fifteen (15) days after written notice
• The Services are used for fraudulent, unlawful, or prohibited purposes
• Continued performance becomes unlawful or prohibited

14.5 Effect of Termination or Expiry

Upon termination:

• All access rights shall immediately cease
• All accrued but unpaid Fees become immediately due and payable
• The Company shall handle Client Data per Section 8.5
• Each Party shall return or destroy the other's Confidential Information

18.1 Definition of Force Majeure Events

A "Force Majeure Event" shall mean any event beyond the reasonable control of the affected Party including:

• Acts of God, natural disasters, floods, earthquakes, storms, or fires
• Epidemics, pandemics, or public health emergencies
• Acts of war, terrorism, civil unrest, riots, or sabotage
• Labour disputes, strikes, or lockouts
• Governmental actions, regulations, embargoes, or restrictions
• Failures of power, internet, telecommunications, or critical infrastructure

18.4 Extended Force Majeure

If a Force Majeure Event continues for more than ninety (90) consecutive days and materially prevents performance, either Party may terminate this Agreement upon thirty (30) days' prior written notice.

19.1 Governing Law

This Agreement shall be governed by, and construed in accordance with, the laws of India, without regard to its conflict of law provisions.

19.2 Good-Faith Negotiation and Mediation

In the event of any dispute, the Parties shall first attempt in good faith to resolve through mutual discussions and negotiation. If unresolved within thirty (30) days, the matter shall be referred to confidential mediation in Bangalore, Karnataka.

19.3 Arbitration

If mediation fails, disputes shall be finally resolved by arbitration under the Arbitration and Conciliation Act, 1996:

• Seat and Venue: Bangalore, Karnataka, India
• Language: English
• Arbitrator: Sole arbitrator mutually appointed by the Parties
• Award: Final and binding, enforceable in any court of competent jurisdiction

19.5 Confidentiality of Proceedings

All negotiations, mediations, and arbitral proceedings shall be confidential, and Parties shall not disclose information except as required by law or for enforcement of an award.

20.1 Entire Agreement

This Agreement constitutes the entire agreement between the Parties and supersedes all prior or contemporaneous discussions, proposals, negotiations, representations, or understandings.

20.2 Amendments and Modifications

No amendment shall be valid unless made in writing and duly executed by authorised representatives of both Parties.

20.3 Assignment and Successors

The Client shall not assign this Agreement without prior written consent of the Company. The Company may assign to any affiliate, successor entity, or acquirer upon written notice.

20.4 Notices

All notices shall be in writing and addressed to:

20.5 Severability

If any provision is held invalid, the remaining provisions shall continue in full force. The Parties agree to replace any invalid provision with a valid provision that most closely reflects the original intent.

20.7 Relationship of the Parties

The Parties are independent contractors. Nothing in this Agreement shall create a partnership, joint venture, employment, franchise, or agency relationship.