Terms & Conditions

Effective Date: 01/01/2025

These Terms of Use ("Terms") govern access to and use of the Traitfit Platform, a web-based assessment and analytics application accessible at https://traitfit.com, owned and operated by Brainberg Knowledge Solutions Private Limited, a company incorporated under the Companies Act, 2013 and having its corporate office at Office No.1, First Floor, Prestige Icon, Lane No.14, Prabhat Rd, Pune, Maharashtra 411004 ("Brainberg", "we", "us" or "our").

The Traitfit Platform enables employers, institutions and authorised users to create, administer and manage assessment tests, utilise credits, generate reports and analyse outputs in relation to candidates or participants.

By registering on, accessing or using the Traitfit Platform, you acknowledge that you have read, understood and agree to be bound by these Terms, the Privacy Policy, and any applicable commercial terms or order forms, which are incorporated herein by reference.

If you do not agree, you must not access or use the Traitfit Platform.

These Terms constitute an electronic record under the Information Technology Act, 2000 and applicable rules.

1. Definitions

"Assessment" means any test, questionnaire, psychometric tool or evaluation configured and administered through the Traitfit Platform.

"Candidate" means any individual to whom an assessment test is assigned or administered through the Traitfit Platform.

"Credits" means prepaid usage units purchased through the Traitfit Platform (or pursuant to an applicable commercial arrangement) that are consumed upon the assignment or administration of assessment tests.

"Employer" or "Institution" means the organisation, enterprise, educational institution or authority on whose behalf Users access and use the Traitfit Platform.

"Reports" means system-generated outputs, analytics, summaries or insights generated by the Traitfit Platform based on Candidate responses to Assessments.

"Traitfit Platform" means the web-based assessment and analytics platform accessible at https://traitfit.com, including all dashboards, modules, tools, reports, interfaces, APIs and related services.

"User" means any person authorised to access or use the Traitfit Platform, including Employer administrators, employees, recruiters, institutional representatives or other authorised personnel acting on behalf of an organisation.

2. Scope of the Platform and Services

2.1 Nature of Services

The Platform provides assessment administration and analytics services in a commercial enterprise context, including without limitation:

1. creation, configuration and management of Assessments by authorised Users;
2. assignment of Assessments to Candidates;
3. credit-based usage, consumption and balance tracking;
4. maintenance of timestamped activity logs, including creation, assignment, access, completion and report generation;
5. generation, access and viewing of Reports and dashboards;
6. controlled sharing of Reports with authorised Users and, where enabled, Candidates; and
7. employer branding on select Report outputs, where such functionality is enabled on the Platform.

The Services are provided on a non-exclusive basis and are subject to these Terms and any applicable Commercial Terms.

2.2 Role-Based Access and Controlled Use

Access to the Platform is role-based and restricted to authorised Users operating under an Organisation account. The Platform does not permit anonymous or open public use, except for limited Candidate access flows strictly necessary to attempt assigned Assessments in accordance with Organisation configurations.

2.3 Indicative Nature of Outputs

Users expressly acknowledge and agree that Reports and outputs:

1. are generated through analytical methodologies and Candidate inputs;
2. are indicative and analytical in nature; and
3. are intended solely to support internal evaluation and decision-making.

Reports must be interpreted in conjunction with context, independent judgment, internal evaluation processes and applicable legal considerations.

2.4 No Placement, Recruitment or Employment Agency

The Platform does not operate as:

1. an employment agency, recruitment consultant or placement service;
2. a marketplace; or
3. a guarantee of hiring outcomes, employment, promotion, appraisal or performance.

Brainberg does not guarantee any outcome arising from use of the Platform or Services.

2.5 Responsibility for Use and Organisational Oversight

Each Organisation shall be solely responsible for:

1. lawful, fair and non-discriminatory use of Assessments;
2. obtaining all required Candidate consents and providing legally mandated notices;
3. restricting Platform access to authorised Users only; and
4. interpretation, communication and use of Reports.

Brainberg shall not be responsible for consequences arising from misuse, incorrect configuration, unlawful assessment usage, unauthorised access, or decisions taken by Organisations based on Platform outputs.

2.6 Right to Grant, Restrict or Withdraw Access

Brainberg reserves the right, at its sole discretion, to grant, restrict, suspend or withdraw access to the Platform or any part thereof where required for security, legal compliance, operational integrity or risk mitigation, as further detailed in Clause 14 (Suspension and Termination).

3. Access, Registration and User Accounts

3.1 Account Creation and Authorisation

Access to the Traitfit Platform is permitted only to Users who are duly registered on the Platform and authorised by the relevant Employer or Institution.

Each User represents and warrants that all registration, onboarding and account-related information (including identity, contact, role-related and organisational information, as may be required from time to time) is true, accurate, complete and kept up to date.

Brainberg shall be entitled to rely on the accuracy of such information and shall not be responsible for consequences arising from inaccurate, outdated or incomplete information provided by Users or Employers.

3.2 Authorisation and Responsibility

The Employer or Institution shall be solely responsible for:

1. identifying, authorising and onboarding Users;
2. defining, assigning and managing access levels, permissions and roles; and
3. all actions, configurations, instructions and communications performed through or under User accounts, whether by authorised Users or otherwise.

The Employer or Institution represents and warrants that each User is duly authorised to act on its behalf.

Brainberg shall be entitled to rely on any action or transaction carried out through a User account as being duly authorised and shall not be required to verify the authority, identity or continued engagement of any User.

3.3 Security of Credentials

Users shall be solely responsible for maintaining the confidentiality, security and integrity of all login credentials and authentication information, including usernames, passwords, OTPs, access links, tokens or similar identifiers.

Users shall not share credentials and shall take reasonable steps to secure devices and networks.

Brainberg shall not be liable for unauthorised access, use, loss or misuse of Platform data resulting from User negligence, credential compromise, phishing, social engineering or device compromise, except where directly attributable to a verified system-level security breach of the Platform.

4. User Account Security and Permitted Use

4.1 Users shall use the Platform solely for lawful assessment and analytics purposes consistent with organisational evaluation workflows and these Terms.

4.2 Users must immediately notify Brainberg of suspected unauthorised access. Users remain responsible for all actions through their accounts except where misuse is directly attributable to a verified Platform breach.

4.3 Users shall not use bots, scrapers or automated tools, bypass security mechanisms, or extract data through unauthorised means.

4.4 Organisations and Users shall not manipulate assessments, coerce Candidates, or design discriminatory workflows prohibited under applicable law.

5. Credits, Payments and Commercial Terms

5.1 Credit-Based Usage Model and Purchase of Credits

The Platform operates on a prepaid, credit-based usage model. Assessments may be created, assigned or administered only against available Credits.

Credits shall be purchased in advance either through the Platform or pursuant to a written commercial arrangement with Brainberg.

The Employer or Institution represents that it is authorised to incur payment obligations and that Users are authorised to utilise Credits within assigned permissions.

5.2 Consumption of Credits

Credits are automatically consumed in accordance with Platform rules upon: (i) assignment of an Assessment; (ii) Candidate initiation or access; and/or (iii) Report generation. Credits are deemed validly consumed irrespective of Candidate completion, internal changes, or non-use of Reports. Consumption is system-driven and irreversible.

5.3 Responsibility for Credit Management

The Employer or Institution is solely responsible for monitoring balances, managing User permissions and preventing unintended Credit usage.

Brainberg is not liable for excess or unauthorised consumption arising from internal access failures or User error.

5.4 No Refunds, Reversals or Chargebacks

Consumed Credits are non-refundable, non-transferable and non-reversible unless expressly agreed in writing. Chargebacks may result in suspension pending resolution.

5.5 Pricing, Validity and Promotional Credits

Pricing and validity are as specified on the Platform or in Commercial Terms. Promotional Credits are discretionary and may expire without liability.

5.6 Taxes and Invoicing

Fees are exclusive of GST and applicable taxes. Organisations must provide accurate billing details. Invoices may be issued electronically.

6. Assessments, Reports and Timestamps

6.1 User-Configured Assessments

Assessments available on the Traitfit Platform are created, configured, enabled and assigned exclusively by authorised Users of the Employer or Institution.

The Employer or Institution acknowledges and agrees that: (i) Brainberg does not review, approve, validate or supervise individual Assessment configurations; (ii) the suitability, legality and fairness of any Assessment are determined solely by the Employer or Institution; and (iii) any consequences arising from incorrect configuration, inappropriate assessment design or unlawful usage shall be the sole responsibility of the Employer or Institution.

6.2 Assessment Assignment and Candidate Access

Assessments may be assigned to Candidates through links, credentials or workflows generated by the Platform in accordance with User configurations.

The Employer or Institution is responsible for ensuring that: (i) Assessments are assigned intentionally and to the correct Candidates; (ii) access windows, deadlines and eligibility criteria are correctly configured; and (iii) Candidates are provided appropriate instructions and disclosures.

Brainberg shall not be responsible for Candidate non-completion, delayed participation, refusal to participate or access issues arising from organisational instructions or Candidate-side factors.

6.3 System-Generated Timestamps and Logs

The Platform automatically generates and records system timestamps and logs, including but not limited to: (i) creation of an Assessment; (ii) assignment or issuance of an Assessment to a Candidate; (iii) Candidate access, initiation and completion (or abandonment) of an Assessment; and (iv) generation and availability of Reports.

Such timestamps and logs constitute system-generated electronic records maintained in the ordinary course of Platform operations and may be relied upon by Brainberg, Employers and Institutions for administrative, audit, compliance, billing and dispute-resolution purposes.

6.4 Finality and Reliance on System Records

Unless conclusively proven otherwise due to a verified system-level error attributable to Brainberg, the Platform's system records, timestamps and logs shall be deemed final and conclusive for the purposes of:

1. determining credit consumption;
2. confirming Assessment activity;
3. evidencing Report generation; and
4. resolving usage, billing or access disputes.

Brainberg shall not be obligated to modify, override or manually alter system records at the request of an Employer, Institution or User.

6.5 Generation of Reports

Reports are generated automatically by the Platform based on:

1. Candidate responses;
2. the applicable assessment logic and analytical models; and
3. the configuration selected by the authorised User at the time of assignment.

Reports are made available through the Platform dashboard and may be shared with Candidates or other authorised Users where enabled by the Employer or Institution.

6.6 Indicative Nature and Interpretation of Reports

Reports and outputs generated through the Platform are indicative and analytical in nature and are intended solely to support internal evaluation and decision-making.

The Employer or Institution acknowledges and agrees that: (i) Reports do not constitute professional, psychological, medical or employment advice; (ii) Reports are not definitive statements of ability, aptitude, personality or performance; and (iii) hiring, evaluation or employment decisions must be based on independent judgment and additional evaluation factors.

Brainberg does not guarantee the accuracy, completeness or suitability of Reports for any particular purpose or outcome.

6.7 No Guarantee of Outcomes

Without prejudice to the foregoing, Brainberg does not guarantee or warrant: (i) Candidate performance, suitability or behaviour; (ii) hiring, promotion or retention outcomes; or (iii) organisational decisions taken on the basis of Reports or Platform outputs.

All reliance on Assessments and Reports is at the sole risk of the Employer or Institution.

6.8 Misuse, Manipulation and Integrity

Organisations and Users shall not:

1. manipulate Candidate responses or interfere with assessment integrity;
2. attempt to reverse-engineer or influence scoring logic;
3. reuse, alter or misrepresent Reports; or
4. present Reports in a misleading or unlawful manner.

Any such conduct shall constitute a material breach of these Terms and may result in suspension or termination of access, without prejudice to other remedies available under law.

7. Use of Services

7.1 Permitted Purpose of Use

The Traitfit Platform and Services shall be used strictly for lawful, internal organisational purposes relating to assessment, evaluation and analytics of Candidates, including recruitment, hiring, workforce development and internal talent assessment.

The Platform shall not be used for any purpose that is: (i) unlawful, discriminatory or prohibited under applicable labour, employment or data protection laws; (ii) misleading or deceptive to Candidates; or (iii) outside the scope expressly permitted under these Terms.

7.2 Employer and Organisational Control

The Employer or Institution retains sole control and responsibility over: (i) defining assessment objectives, workflows and internal policies; (ii) deciding whether, when and how Assessments are administered; (iii) determining how Reports are interpreted, communicated and relied upon; and (iv) ensuring alignment of Platform usage with applicable employment laws and internal governance requirements.

Brainberg does not participate in, supervise or validate hiring decisions or internal evaluation processes.

7.3 Candidate Access and Fair Administration

Candidates may access Assessments only through links, credentials or workflows generated and assigned by the Employer or Institution.

Organisations shall ensure that: (i) Candidates are informed of the assessment purpose and process; (ii) participation is voluntary where required by law; (iii) assessments are administered fairly and without coercion; and (iv) reasonable accommodations are provided where mandated under applicable law.

Brainberg shall not be responsible for Candidate experience issues arising from organisational practices, instructions or assessment conditions.

7.4 Configuration Responsibility

All Assessments are configured by authorised Users, including: (i) assessment type and parameters; (ii) candidate eligibility; (iii) timing, validity and access windows; and (iv) branding or report-sharing settings (where enabled).

The Employer or Institution acknowledges that: (i) Brainberg does not review or validate individual configurations; and (ii) configuration errors may result in unintended credit consumption or reporting outcomes.

Such consequences shall be the sole responsibility of the Employer or Institution.

7.5 No Manipulation or Undue Influence

Organisations and Users shall not: (i) influence or interfere with Candidate responses; (ii) require Candidates to share answers or credentials; (iii) reassign or reuse Assessments in a misleading manner; or (iv) attempt to engineer outcomes inconsistent with the assessment methodology.

Any attempt to compromise assessment integrity shall constitute a material breach of these Terms.

7.6 Use and Sharing of Reports

Reports generated through the Platform may be: (i) accessed by authorised Users; and (ii) shared with Candidates, where enabled by the Organisation.

Organisations shall ensure that: (i) Reports are not presented as definitive judgments or guarantees; (ii) Reports are contextualised with other evaluation factors; and (iii) Reports are not disclosed to unauthorised third parties.

Brainberg shall not be responsible for reputational, legal or employment consequences arising from how Reports are communicated or relied upon.

7.7 Compliance with Law

Organisations and Users shall ensure that Platform usage complies with: (i) applicable employment, labour and anti-discrimination laws; (ii) data protection and privacy laws; and (iii) any sector-specific or jurisdiction-specific regulatory requirements.

Brainberg does not provide legal, HR or compliance advice and shall not be liable for non-compliance by Organisations.

7.8 Consequences of Misuse

Any use of the Platform in violation of this Clause 6 shall be deemed a material breach and may result in: (i) suspension or termination of access; (ii) restriction of features or credits; (iii) invalidation of Assessments or Reports; and/or (iv) initiation of legal remedies available under law.

8. Content, User Inputs and Prohibited Conduct

8.1 Organisation Data and User Inputs

In the course of using the Platform, Organisations and Users may upload, input, submit or otherwise provide information, data and materials, including Organisation Data, Candidate identifiers, assessment configurations, communications and feedback ("User Inputs").

The Organisation represents and warrants that: (i) it has all necessary rights, authority and lawful basis to provide such User Inputs to the Platform; (ii) User Inputs are accurate, lawful and not misleading; and (iii) provision and use of User Inputs on the Platform does not infringe the intellectual property, privacy, confidentiality or other rights of any third party.

Brainberg does not independently verify User Inputs and shall not be responsible for inaccuracies, illegality or consequences arising from reliance on such inputs.

8.2 Candidate Data and Fair Use

Organisations acknowledge that Candidate Data is provided for the limited purpose of conducting Assessments and generating Reports.

Organisations and Users shall: (i) use Candidate Data strictly for lawful evaluation and assessment purposes; (ii) ensure compliance with applicable data protection, employment and anti-discrimination laws; and (iii) not use Candidate Data for unauthorised profiling, public disclosure, resale or unrelated purposes.

Brainberg shall not be responsible for misuse of Candidate Data by Organisations or Users.

8.3 Prohibited Content

Users shall not upload, transmit, share or otherwise make available through the Platform any content that:

1. is false, misleading or deceptive;
2. infringes intellectual property, confidentiality or privacy rights;
3. is defamatory, obscene, abusive, hateful or unlawful;
4. violates applicable employment, labour or data protection laws; or
5. contains malware, harmful code or attempts to compromise Platform security.

8.4 Prohibited Conduct

Without limitation, Users shall not:

1. manipulate, attempt to manipulate or interfere with Assessments, scoring logic, Reports or timestamps;
2. copy, extract, scrape, harvest or store Platform data or Reports through unauthorised means;
3. reverse engineer, decompile or attempt to derive the Platform's algorithms, models or logic;
4. permit unauthorised third-party access to the Platform; or
5. use the Platform or its outputs to develop or benchmark competing products or services.

8.5 Monitoring and Corrective Action

Brainberg reserves the right, but does not assume an obligation, to: (i) monitor usage for compliance; (ii) restrict, suspend or terminate access for violations; and (iii) remove or disable access to unlawful or non-compliant content.

Any violation of this Clause 8 shall constitute a material breach of these Terms.

9. Intellectual Property Rights

9.1 Ownership of Platform IP

All intellectual property rights in and relating to the Platform, including without limitation: (i) software, source code, architecture and databases; (ii) algorithms, analytical models and scoring logic; (iii) assessment structures, report formats, dashboards and visualisations; (iv) trademarks, service marks, logos and branding; and (v) documentation and proprietary materials (collectively, "Platform IP") vest exclusively in Brainberg or its licensors.

Nothing in these Terms shall be construed as transferring any ownership rights in Platform IP to any Organisation, User or Candidate.

9.2 Limited Licence to Use the Platform

Subject to compliance with these Terms, Brainberg grants the Organisation a limited, non-exclusive, non-transferable and revocable licence to access and use the Platform solely for its internal assessment and evaluation purposes.

No other rights, whether express or implied, are granted.

9.3 Restrictions on Use

Organisations and Users shall not, without prior written consent: (i) reproduce, distribute, publish or create derivative works from Platform IP; (ii) commercially exploit or sublicence Platform IP; (iii) scrape, mirror, frame or benchmark the Platform; or (iv) remove or obscure proprietary notices.

Any unauthorised use may result in suspension of access and initiation of legal proceedings.

9.4 Employer Branding and Uploaded Materials

Where employer branding is enabled, the Organisation grants Brainberg a limited, non-exclusive licence to display uploaded logos or branding solely for the purpose of generating branded Reports.

The Organisation represents that it has rights to such materials and shall indemnify Brainberg against third-party claims arising from branding uploads.

9.5 Feedback

Any feedback, suggestions or recommendations provided by Users may be used by Brainberg to improve the Platform without obligation or restriction.

10. Data Protection and Privacy

10.1 Governing Privacy Framework

The collection, processing, storage and disclosure of personal data on the Platform shall be governed by: (i) these Terms; (ii) the Privacy Policy; and (iii) applicable data protection laws, including the Digital Personal Data Protection Act, 2023, as enforced.

The Privacy Policy forms an integral part of these Terms.

10.2 Roles and Responsibilities

For the purposes of applicable data protection law:

1. the Organisation typically acts as the data fiduciary/controller in respect of Candidate Data collected for hiring or evaluation purposes; and
2. Brainberg acts as a data processor providing the Platform and Services.

Nothing in these Terms shall be construed as shifting statutory data fiduciary obligations away from the Organisation.

10.3 Lawful Basis and Consent

The Organisation is solely responsible for:

1. providing legally required privacy notices to Candidates;
2. obtaining valid consent or ensuring other lawful bases for processing; and
3. responding to Candidate requests or grievances relating to their personal data.

Brainberg shall not be liable for failures by the Organisation to comply with data protection obligations.

10.4 Data Security

Brainberg implements reasonable technical and organisational safeguards to protect Platform data. However, Users acknowledge that no system is entirely secure and residual risks may remain.

Brainberg shall not be liable for data breaches arising from User-side compromise, credential misuse or external factors beyond reasonable control, except where directly attributable to Brainberg's wilful misconduct.

10.5 Data Retention and Deletion

Data may be retained for legal, audit, security and operational purposes in accordance with the Privacy Policy. Immediate deletion upon termination is not guaranteed.

10.6 Candidate Acknowledgement and Data Sharing

Any Candidate who accesses the Platform, attempts an Assessment or receives a Report, whether directly or through a link or workflow configured by an Organisation, acknowledges and agrees that:

1. their personal data, assessment responses, metadata and related information will be collected, processed, stored and shared with us for the purposes of operating the Platform, generating Reports, analytics, audit trails and system records;
2. such processing may occur in accordance with these Terms, the Privacy Policy and applicable data protection laws; and
3. such data may be shared with the relevant Organisation that has assigned the Assessment and authorised access.

Access to the Platform or participation in an Assessment shall constitute the Candidate's deemed consent to such processing, subject to applicable law.

11. Disclaimer of Warranties

11.1 "As Is" and "As Available" Basis: The Traitfit Platform and Services are provided on an "as is" and "as available" basis. To the maximum extent permitted under applicable law, Brainberg disclaims all warranties, whether express, implied or statutory, including but not limited to warranties of: (i) accuracy, completeness or reliability of Assessments or Reports; (ii) fitness for a particular purpose or organisational use case; (iii) merchantability or non-infringement; and (iv) uninterrupted, secure or error-free operation.

11.2 No Warranty on Outcomes or Decisions: Brainberg does not warrant or represent that use of the Platform will result in: (i) successful hiring, promotion or retention; (ii) accurate prediction of Candidate performance or behaviour; or (iii) compliance with any internal, regulatory or organisational policy.

11.3 Technical Limitations: Brainberg does not warrant that: (i) the Platform will be free from bugs, latency or technical errors; (ii) defects will be corrected within a specific timeframe; or (iii) Reports will remain unchanged if assessment logic is updated.

Nothing in this Clause excludes warranties that cannot be excluded under applicable law.

Brainberg reserves the right to modify, enhance or update assessment methodologies, scoring logic or analytical models from time to time, and such changes shall not give rise to any claim, refund or liability.

11.4 Third-Party Dependencies

The Traitfit Platform may rely on third-party infrastructure, services or integrations (including hosting, cloud services, messaging, authentication or analytics tools). Brainberg does not warrant the availability, performance or continuity of such third-party services and shall not be liable for any interruption, delay or failure attributable solely to such dependencies, except to the extent required under applicable law.

12. Limitation of Liability

12.1 Exclusion of Indirect Damages: To the maximum extent permitted under applicable law, Brainberg shall not be liable for any: (i) indirect, incidental, consequential, special or punitive damages; (ii) loss of business opportunity, reputation, goodwill or data; (iii) employment-related claims or disputes with Candidates; or (iv) decisions taken by Organisations based on Reports or analytics.

12.2 Platform Usage and Employer-Controlled Actions: Without limitation, Brainberg shall not be liable for loss or damage arising from: (i) incorrect Assessment configuration or assignment by Users; (ii) Credit consumption triggered by User actions; (iii) Candidate non-participation or incomplete Assessments; (iv) interpretation, communication or reliance on Reports; or (v) compliance failures by the Organisation under employment or data protection law.

For the avoidance of doubt, Brainberg shall not be liable to any Candidate or third party for any claim arising from an Organisation's use of the Platform or Reports, including employment, discrimination or data protection claims.

12.3 Monetary Liability Cap: To the extent liability cannot be excluded under applicable law, Brainberg's aggregate liability arising out of or in connection with any specific Assessment, Report or Test shall be strictly limited to the fees actually paid by the Organisation to Brainberg for the particular Assessment or Test in respect of which such claim arises.

For the avoidance of doubt: (i) no liability shall arise in respect of unused or unrelated Credits; (ii) liability shall not be aggregated across multiple Assessments, Tests or Reports; and (iii) Brainberg shall not be liable beyond the price attributable to the specific Assessment or Test giving rise to the claim.

12.4 Statutory Carve-Out: Nothing in these Terms shall exclude or limit liability arising from Brainberg's wilful misconduct or liability that cannot be excluded under applicable law.

13. Indemnification

13.1 The Organisation agrees to indemnify, defend and hold harmless Brainberg, its directors, officers, employees and service providers from and against any claims, losses, damages, penalties, costs and expenses (including reasonable legal fees) arising out of or in connection with: (i) breach of these Terms or applicable law; (ii) misuse of the Platform or Services; (iii) unlawful, discriminatory or unfair assessment practices; (iv) failure to obtain valid Candidate consents; (v) employment-related claims by Candidates; or (vi) infringement of third-party rights through User Inputs or branding materials.

13.2 Brainberg may participate in the defence of any indemnified claim. The Organisation shall not settle any claim imposing liability or obligations on Brainberg without prior written consent.

13.3 Indemnity shall not apply to the extent a claim arises solely from Brainberg's wilful misconduct or material breach, as finally determined by a competent court.

13.4 This Clause shall survive termination or suspension of access.

14. Suspension and Termination

14.1 Right to Suspend or Restrict Access: Brainberg may suspend, restrict or terminate access to the Platform, with or without notice, where required for: (i) security or data protection risks; (ii) breach or suspected breach of these Terms; (iii) payment disputes or chargebacks; (iv) legal or regulatory compliance; or (v) operational integrity.

Brainberg may take such action with immediate effect where continued access may result in legal exposure, harm to Candidates, or violation of applicable law.

14.2 Effect of Suspension or Termination: Upon suspension or termination: (i) access to the Platform may be partially or fully disabled; (ii) unused Credits may lapse unless otherwise agreed; and (iii) Brainberg may retain data for legal, audit or compliance purposes.

For the avoidance of doubt, Brainberg shall have no obligation to refund, convert or carry forward any unused Credits upon suspension or termination, except where expressly agreed in writing.

14.3 No Obligation to Continue Service: Nothing in these Terms obligates Brainberg to provide uninterrupted access or continue Services for any minimum duration.

15. Confidentiality

15.1 Definition of Confidential Information

For the purposes of these Terms, "Confidential Information" means any non-public, proprietary or confidential information disclosed or made available by one party ("Disclosing Party") to the other party ("Receiving Party") in connection with the Platform or Services, whether oral, written, electronic or otherwise, including without limitation:

1. Platform architecture, features, assessment logic, scoring models and workflows;
2. pricing, commercial terms and credit structures;
3. Reports, analytics and dashboards;
4. Organisation Data, Candidate Data and User Inputs; and
5. business operations, technical documentation and internal processes.

15.2 Exclusions

Confidential Information shall not include information that the Receiving Party can demonstrate:

1. is or becomes publicly available other than through breach of these Terms;
2. was lawfully known to the Receiving Party prior to disclosure;
3. is independently developed without reference to Confidential Information;
4. is lawfully received from a third party without breach of obligation; or
5. is approved for disclosure in writing by the Disclosing Party.

15.3 Obligations of Confidentiality

Each party shall:

1. keep Confidential Information strictly confidential;
2. use Confidential Information solely for purposes permitted under these Terms; and
3. protect Confidential Information using safeguards no less stringent than those applied to its own confidential information of a similar nature.

15.4 Permitted Disclosures

Notwithstanding the above, Confidential Information may be disclosed:

1. to employees, officers, contractors or professional advisers on a need-to-know basis, subject to confidentiality obligations;
2. to service providers strictly for Platform operation or compliance; or
3. where required by applicable law, regulation, court order or governmental authority.

Brainberg shall be entitled to use the name or logo of the Employer or Institution in its marketing material.

15.5 Candidate and Organisation Data

For the avoidance of doubt:

1. Candidate Data and Organisation Data remain under the control and responsibility of the Organisation; and
2. Brainberg's handling of such data is governed by the Privacy Policy and applicable data protection laws.

15.6 Remedies

Each party acknowledges that unauthorised disclosure of Confidential Information may cause irreparable harm for which monetary damages may be inadequate. The Disclosing Party shall be entitled to seek injunctive or equitable relief in addition to other remedies available under law.

15.7 Survival

The obligations under this Clause 15 shall survive suspension, termination or expiry of these Terms.

16. Governing Law, Arbitration and Jurisdiction

16.1 Governing Law: These Terms shall be governed by and construed in accordance with the laws of India.

16.2 Arbitration: Any dispute, controversy or claim arising out of or in connection with these Terms, the Platform or the Services, including any question regarding their existence, validity or termination, shall be finally resolved by arbitration in accordance with the provisions of the Arbitration and Conciliation Act, 1996.

The arbitration shall be conducted by a sole arbitrator mutually appointed by the parties. In the event the parties are unable to agree on the appointment of the arbitrator within thirty (30) days, the arbitrator shall be appointed in accordance with the Arbitration and Conciliation Act, 1996.

The seat and venue of arbitration shall be Pune, Maharashtra, India. The arbitration proceedings shall be conducted in the English language.

The arbitral award shall be final and binding on the parties.

16.3 Interim and Equitable Relief: Notwithstanding Clause 16.2, Brainberg shall be entitled to seek interim, injunctive or equitable relief from the competent courts at Pune, Maharashtra, including for protection of intellectual property, Confidential Information, data, Platform integrity or to restrain misuse of the Platform or Services.

16.4 Exclusive Jurisdiction: Subject to Clause 16.2 above, the courts at Pune, Maharashtra shall have exclusive jurisdiction over all matters arising out of or in connection with these Terms, including applications for interim relief, enforcement of arbitral awards and matters not capable of settlement by arbitration.

17. Grievance Redressal

17.1 Grievance Officer

In accordance with applicable laws, the Grievance Officer details are:

• Designation: Grievance Officer
• Organisation: Brainberg Knowledge Solutions Private Limited
• Email: grievance@brainberg.in
• Office Address: Office No.1, First Floor, Prestige Icon, Lane No.14, Prabhat Rd, Pune, Maharashtra 411004
• Working Hours: Monday–Friday, 10:00 AM – 6:00 PM (IST)

17.2 Resolution Timeline

Brainberg shall acknowledge and endeavour to resolve grievances within timelines prescribed under applicable law.

18. Miscellaneous

18.1 No Agency, Partnership or Employment

Nothing in these Terms shall be deemed to create any partnership, joint venture, agency, employment, fiduciary or representative relationship between the parties. Neither party shall have authority to bind the other in any manner.

18.2 Severability

If any provision of these Terms is held to be invalid, illegal or unenforceable by a court of competent jurisdiction, such provision shall be deemed severed and the remaining provisions shall continue in full force and effect to the maximum extent permitted by law.

18.3 No Waiver

Any failure or delay by Brainberg in enforcing any provision of these Terms shall not constitute a waiver of such provision or of any other right. A waiver shall be effective only if made expressly and in writing.

18.4 Force Majeure

Neither party shall be liable for failure or delay in performance of its obligations under these Terms to the extent caused by events beyond its reasonable control, including but not limited to acts of God, natural disasters, epidemics or pandemics, acts of government, changes in law, court orders, war, civil unrest, strikes, labour disputes, power failures or network disruptions ("Force Majeure"). Nothing in this Clause shall excuse any obligation to pay amounts already accrued prior to the Force Majeure event.

18.5 Assignment

The Organisation shall not assign or transfer its rights or obligations under these Terms without the prior written consent of Brainberg. Brainberg may assign or transfer these Terms, in whole or in part, including in connection with a merger, restructuring, sale of business or transfer of assets, without restriction.

18.6 Notices and Electronic Communications

All notices and communications under these Terms shall be deemed valid if sent electronically to the registered email address of the Organisation or published on the Platform. Electronic communications shall be deemed received at the time of transmission or posting.

18.7 Interpretation and Headings

Headings are for convenience only and shall not affect interpretation. Words importing the singular shall include the plural and vice versa.

18.8 Survival

The provisions relating to Intellectual Property, Confidentiality, Disclaimer of Warranties, Limitation of Liability, Indemnification, Governing Law and Dispute Resolution, and any other provisions which by their nature are intended to survive, shall survive termination or expiry of these Terms.

18.9 Entire Agreement

These Terms, together with the Privacy Policy and any applicable Commercial Terms, constitute the entire agreement between the parties with respect to the Platform and Services and supersede all prior or contemporaneous communications, understandings or agreements, whether written or oral.

19. Changes to Terms

Brainberg may modify these Terms from time to time. Continued use of the Platform constitutes acceptance.

Last Updated: 01/01/2025