Terms & Conditions

These Terms & Conditions (the “Terms”) are a binding agreement between Raydian Technologies Private Limited, CIN U62010KL2025PTC098182, with its registered office at GFX33, 69/1854 A1, SRM Road, Nirmala Shishu Bhavan, Ernakulam North, Ernakulam 682018, Kerala, India (“Raydian”, “we”) and the business entity that registers for or uses the Service (“Customer”, “you”).

You accept these Terms by clicking to accept them, by signing an Order Form that references them, or by accessing or using the Service — whichever happens first. Under the Information Technology Act, 2000, and in particular sections 10A and 13 read with the Indian Contract Act, 1872, an agreement formed by electronic means is a valid and enforceable contract. Neither party will dispute the validity of this agreement on the ground that it was concluded electronically.

1.1 Definitions

• Service — the Raydian platform, website, APIs, mobile or desktop clients, and documentation we make available to you.
• Order Form — an ordering document or online checkout describing the plan, quantities, fees, and Subscription Term.
• Subscription Term — the period for which you have paid or committed to pay for the Service.
• Authorised User — an individual you permit to use the Service under your account, typically an employee or contractor.
• Customer Data — all data, content, and materials you or your Authorised Users submit to the Service.
• Output — content generated by the Service's AI features in response to Customer Data or prompts.
• Confidential Information — as defined in Confidentiality.

The Service is offered to businesses, not consumers. To use it you must be a legal entity or a person acting in the course of a business or profession, be at least 18 years old, and be capable of entering a binding contract under applicable law.

If you accept these Terms on behalf of an organisation, you represent that you have the authority to bind that organisation. In that case “Customer” and “you” mean the organisation. If you do not have that authority, do not accept these Terms and do not use the Service.

You must not use the Service if you are barred from doing so under Indian law or under the sanctions or export-control regimes of any jurisdiction that applies to either party.

You must give accurate registration information and keep it current. You are responsible for configuring your workspace, assigning roles, and deciding who gets access.

Credentials. You are responsible for keeping account credentials confidential and for all activity that occurs under your account, whether or not you authorised it — except activity caused by our own breach of these Terms. Tell us at support@raydian.ai as soon as you suspect unauthorised access, and we will work with you to secure the account.

Authorised Users. You are responsible for your Authorised Users' compliance with these Terms, and any act or omission by an Authorised User that would breach these Terms is treated as your breach. Accounts are per-individual: credentials must not be shared between people, though you may reassign a seat when someone leaves.

You must promptly remove access for anyone who no longer needs it, and you must not exceed the number of seats or usage limits stated in your Order Form.

Raydian is an AI-assisted project planning and execution platform. Subject to these Terms and to payment of the applicable fees, we grant you a non-exclusive, non-transferable, non-sublicensable right to access and use the Service during the Subscription Term for your internal business purposes.

Changes to the Service. We improve the Service continuously and may add, change, or remove features. We will not make a change that materially reduces the core functionality you are paying for during a Subscription Term without giving you at least 30 days' prior written notice. If such a change materially and adversely affects your use, you may terminate the affected subscription within 30 days of the notice and receive a pro-rata refund of prepaid fees for the unused remainder of the term.

Beta features, features labelled as experimental, and features provided at no charge may be changed or withdrawn at any time without notice. See Free trials, pilots, and beta features.

Plans and fees. Fees, the billing cycle, seat counts, and usage allowances are set out in your Order Form or on our pricing page at the time of purchase. Unless an Order Form says otherwise, fees are charged in advance for each billing period and are based on seats purchased, not seats used.

Invoicing and payment. We invoice electronically. Unless the Order Form states different terms, invoices are payable within 30 days of the invoice date, in Indian Rupees, without set-off or deduction.

Taxes. Fees are exclusive of tax. You are responsible for all Goods and Services Tax (GST), cess, and any other Indian indirect taxes, duties, or levies arising on the supply, other than taxes on our net income. Where GST applies, we issue a tax invoice compliant with the CGST Act, 2017 and you must provide a valid GSTIN and registered address so input credit is available to you. Our GSTIN is 32AAPCR1726A1ZS.

TDS. If you are required by law to deduct tax at source, you may do so at the applicable rate, provided you (a) pay the deducted amount to the tax authorities within the statutory timeline, and (b) furnish the TDS certificate in Form 16A within 30 days of the end of the relevant quarter. If you fail to provide the certificate, you must gross up the payment so we receive the full invoiced amount.

Late payment. Overdue amounts carry interest at 1.5% per month or the maximum rate permitted by law, whichever is lower, accruing from the due date until paid. We may also suspend the Service under Term, suspension, and termination. You must reimburse reasonable costs of collection, including legal fees.

Refunds. Fees are non-refundable, and payment obligations are non-cancellable, except where:

• we terminate a materially reduced feature under The Service;
• you terminate for our uncured material breach, in which case prepaid fees for the unused portion of the Subscription Term are refunded pro rata; or
• a refund is required by applicable law.

Renewal and price changes. Subscriptions renew automatically for successive periods equal to the prior term unless either party gives written notice of non-renewal at least 30 days before the end of the current term. We may change prices for a renewal term on at least 60 days' written notice before the renewal date; if you do not accept the new price, you may decline to renew.

We may offer free trials, proof-of-concept pilots, free tiers, and features marked beta, preview, or early access. These are made available “as is” and “as available”, without warranty of any kind, without any service level commitment, and without support obligations.

Beta features may be unstable, may change materially, and may be withdrawn at any time. They may also be less secure or less thoroughly tested than generally available features; do not use them with data whose loss or exposure you cannot tolerate.

Data entered during a trial or pilot may be permanently deleted at the end of that period unless you convert to a paid subscription. Our aggregate liability for trials, pilots, and beta features is limited to INR 1,000 (one thousand Indian Rupees), notwithstanding Limitation of liability.

You and your Authorised Users must not:

• reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, model weights, architecture, or training data of the Service, except to the extent that restriction is unenforceable under applicable law;
• copy, frame, mirror, resell, sublicense, or provide the Service as a service bureau to any third party who is not an Authorised User;
• access the Service to build a competing product, or conduct competitive benchmarking, performance testing, or comparative analysis for publication, without our prior written consent;
• upload, generate, or transmit content that is unlawful, defamatory, obscene, infringing, or that violates the Information Technology (Intermediary Guidelines and Digital Media Ethics Code) Rules, 2021 or any other applicable law;
• upload malware, attempt to gain unauthorised access to the Service or its underlying systems, probe or scan for vulnerabilities without our written authorisation, or interfere with any other customer's use;
• exceed, circumvent, or abuse documented rate limits, quotas, or usage allowances, including through automated scripting, credential sharing, or the creation of multiple accounts to obtain free-tier benefits;
• remove, obscure, or alter any proprietary notice on the Service; or
• use the Service to develop, train, or improve a machine-learning model that competes with the Service.

We may investigate suspected violations and, where a violation poses a risk to the Service, other customers, or a third party, suspend the affected account immediately. We will tell you why and restore access once the issue is resolved.

You own your data. As between the parties, you retain all right, title, and interest in Customer Data. Nothing in these Terms transfers ownership of it to us.

Our licence. You grant us a limited, non-exclusive, worldwide, royalty-free licence to host, copy, transmit, display, and process Customer Data solely to the extent necessary to provide, secure, and support the Service for you, and to comply with law. This licence ends when the data is deleted.

Your responsibilities. You are responsible for the accuracy and legality of Customer Data and for having the rights and consents needed to put it into the Service — including any notices or consents required from your own personnel, customers, or end users.

Privacy. Our handling of personal data is described in our Privacy Policy, which forms part of these Terms. Where we process personal data on your behalf as a processor, that processing is governed by our Data Processing Addendum, which is available on request from legal@raydian.ai.

Aggregated data. We may generate and use aggregated, de-identified statistical data about use of the Service (for example, feature adoption rates) to operate and improve it. Such data never identifies you, your Authorised Users, or any individual, and it cannot be reverse engineered to do so.

Our IP. We and our licensors retain all right, title, and interest in and to the Service — including its software, models, model weights, algorithms, user interfaces, designs, documentation, and all improvements to any of them. You receive only the limited right of use granted in The Service. All rights not expressly granted are reserved.

Output. Subject to your payment obligations, you may use Output for your business purposes. Output generated for other customers may be similar or identical to yours, and we make no claim of exclusivity in Output. See Warranties and disclaimers for the position on accuracy.

Feedback. If you send us suggestions, feature requests, or other feedback, you grant us a perpetual, irrevocable, worldwide, royalty-free licence to use it without restriction or obligation to you. We may implement feedback without attribution or compensation. You are never obliged to give feedback.

Use of your name and logo. You grant us a limited, non-exclusive, royalty-free licence to use your name and logo in customer lists and on our website to identify you as a customer, in accordance with any brand guidelines you provide. You may revoke this permission at any time by written notice to legal@raydian.ai, and we will remove the reference from our own properties within 30 days. Any other publicity — case studies, press releases, quotes — requires your prior written approval.

The Service can connect to third-party platforms — for example issue trackers, calendars, messaging tools, and social platforms. Enabling an integration is your choice.

Your use of any third-party platform is governed by that platform's own terms and privacy policy, not these Terms. By enabling an integration you authorise us to exchange Customer Data with that platform as needed for the integration to function, and you confirm you have the right to do so.

We do not control third-party platforms and are not responsible or liable for their availability, accuracy, security, pricing, continued existence, or for any change they make to their APIs, terms, or access policies. If a third party changes or withdraws access, the corresponding integration may stop working — that is not a breach of these Terms by us, and it does not entitle you to a refund, though we will tell you as soon as we know and will not treat the loss as your fault either.

Where we resell or bundle a third-party service, any additional terms will be identified in the Order Form.

Definition. “Confidential Information” means non-public information disclosed by one party (the discloser) to the other (the recipient) that is designated confidential or that a reasonable person would understand to be confidential given its nature and the circumstances of disclosure. Customer Data is your Confidential Information. The Service, its non-public features, and our pricing are our Confidential Information.

Obligations. The recipient will use Confidential Information only to perform under these Terms, will protect it with at least the same care it uses for its own confidential information (and never less than reasonable care), and will disclose it only to employees, contractors, and advisers who need it and who are bound by confidentiality obligations no less protective than these. The recipient remains responsible for their compliance.

Exclusions. These obligations do not apply to information that: (a) is or becomes public through no fault of the recipient; (b) was lawfully known to the recipient without restriction before disclosure; (c) is lawfully received from a third party without restriction; or (d) is independently developed by the recipient without use of or reference to the discloser's Confidential Information.

Compelled disclosure. The recipient may disclose Confidential Information where required by law, regulation, or court order, provided it gives prompt written notice (where legally permitted) so the discloser can seek protective relief, and discloses only what is legally required.

Survival. These obligations survive for three (3) years after termination or expiry. Trade secrets remain protected for as long as they qualify as trade secrets under applicable law.

Availability. We aim for 99.5% availability of the production Service, measured monthly and excluding scheduled maintenance, emergency maintenance, force majeure events, and failures of third-party platforms or your own network.

Support. Standard support is provided by email to support@raydian.ai during business hours in India (Monday to Friday, 9:30 to 18:30 IST, excluding public holidays). Enhanced support, if any, is described in the Order Form.

Scheduled maintenance. Routine maintenance is performed within a standard window of Sunday 00:00 to 04:00 IST, and we give at least 48 hours' notice for maintenance expected to cause downtime. Emergency maintenance to address a security or stability risk may be performed at any time, with as much notice as is practicable.

Mutual warranties. Each party warrants that it has the legal power and authority to enter these Terms and to perform its obligations under them.

Our limited service warranty. We warrant that during the Subscription Term the Service will perform materially in accordance with its then-current documentation, and that we will provide it with reasonable skill and care in a professional manner. If we breach this warranty, we will use commercially reasonable efforts to correct the non-conformity at no charge. If we cannot do so within a reasonable period, you may terminate the affected subscription and receive a pro-rata refund of prepaid fees for the unused remainder of the term. This is your exclusive remedy for breach of this warranty.

Disclaimer. Except as expressly set out above, and to the maximum extent permitted by law, the Service is provided “as is” and “as available”. We disclaim all other warranties, express, implied, statutory, or otherwise — including implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement. We do not warrant that the Service will be uninterrupted or error-free, that all defects will be corrected, or that it will meet your requirements.

13.1 AI-generated Output

We make no warranty regarding the accuracy, completeness, originality, or non-infringement of Output, and we accept no liability arising from your reliance on it, except to the extent such liability cannot be excluded by law.

Excluded damages. To the maximum extent permitted by law, neither party is liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for loss of profit, revenue, goodwill, anticipated savings, business opportunity, or for loss or corruption of data — however caused and on any theory of liability, whether or not the party was advised of the possibility.

Aggregate cap. Each party's total aggregate liability arising out of or relating to these Terms is limited to the total fees paid or payable by you to us under these Terms in the twelve (12) months immediately preceding the first event giving rise to the claim.

Carve-outs. The exclusions and the cap above do not apply to:

• a party's fraud, wilful misconduct, or gross negligence;
• a party's indemnification obligations under Indemnification;
• infringement or misappropriation of the other party's intellectual property rights;
• your obligation to pay fees due under these Terms; or
• any liability that cannot be excluded or limited under applicable law, including death or personal injury caused by negligence.

These limitations apply even if a limited remedy fails of its essential purpose, and they reflect an agreed allocation of risk between two commercial parties that is reflected in the pricing.

By Raydian. We will defend you against any third-party claim alleging that the Service, when used in accordance with these Terms, infringes that third party's intellectual property rights, and we will pay damages finally awarded or amounts agreed in settlement. This does not apply to claims arising from Customer Data, Output, your modifications, your combination of the Service with anything we did not supply, or your use after we told you to stop. If the Service becomes, or we believe it may become, the subject of such a claim, we may at our option procure the right to continue using it, modify or replace it so it is non-infringing, or terminate the affected subscription and refund prepaid fees for the unused remainder of the term.

By Customer. You will defend us against any third-party claim arising from Customer Data, from your or your Authorised Users' breach of Acceptable use, or from your use of Output, and you will pay damages finally awarded or amounts agreed in settlement.

15.1 Procedure

The indemnified party must: (a) give the indemnifying party prompt written notice of the claim — though delay only reduces the indemnity to the extent it causes actual prejudice; (b) give the indemnifying party sole control of the defence and settlement, except that no settlement admitting liability or imposing a non-monetary obligation on the indemnified party may be made without its written consent, not to be unreasonably withheld; and (c) provide reasonable cooperation at the indemnifying party's expense. The indemnified party may participate with its own counsel at its own cost.

Term. These Terms begin when you first accept them and continue until all subscriptions have expired or been terminated.

Termination for convenience. Either party may terminate a subscription at the end of the then-current Subscription Term by giving at least 30 days' written notice before the renewal date. Termination for convenience mid-term does not entitle you to a refund of prepaid fees.

Termination for cause. Either party may terminate immediately on written notice if the other materially breaches these Terms and fails to cure the breach within 30 days of written notice describing it, or if the other becomes insolvent, enters liquidation, or has a receiver or administrator appointed.

Suspension. We may suspend access, in whole or in part, where: (a) an invoice remains unpaid after 15 days from written notice of non-payment; (b) your use poses a security, stability, or legal risk to the Service, to us, or to a third party; or (c) suspension is required by law. We will give as much notice as is reasonable in the circumstances and will restore access promptly once the cause is resolved. Suspension does not relieve you of the obligation to pay fees for the Subscription Term.

Effect of termination. On termination or expiry, your right to access the Service ends immediately, and all fees accrued up to the effective date become due. Each party will return or destroy the other's Confidential Information, except for copies retained in routine backups or as required by law, which remain subject to Confidentiality.

Data export. For 30 days after termination or expiry, we will make Customer Data available for export in a commonly used machine-readable format, on your written request. After that window we may permanently delete Customer Data, and we are under no obligation to retain it. If we terminated for your non-payment, we will still honour an export request during that window once outstanding amounts are paid.

Neither party is liable for failure or delay in performance (other than a payment obligation) caused by an event beyond its reasonable control — including natural disaster, flood, fire, earthquake, epidemic or pandemic, war, terrorism, civil unrest, strike or labour dispute not involving that party's own workforce, government action or embargo, failure of a public telecommunications network or power grid, large-scale internet or cloud-provider outage, or a widespread cyber-attack not attributable to that party's failure to maintain reasonable security.

The affected party must notify the other promptly and use reasonable efforts to mitigate and resume performance. If the event continues for more than 60 consecutive days, either party may terminate the affected subscription on written notice, and we will refund prepaid fees for the unused portion of the term.

Governing law. These Terms and any dispute arising out of or in connection with them, including non-contractual disputes, are governed by the laws of India, without regard to conflict-of-laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

Escalation. Before commencing arbitration, the parties will attempt in good faith to resolve the dispute through discussion between senior representatives for 30 days from written notice of the dispute.

Arbitration. Any dispute not resolved through escalation will be finally settled by arbitration under the Arbitration and Conciliation Act, 1996, as amended. The tribunal will consist of a sole arbitrator appointed by mutual agreement; failing agreement within 30 days, the arbitrator will be appointed in accordance with that Act. The seat and venue of arbitration is Kochi (Ernakulam), Kerala, India, and the proceedings will be conducted in English. The award is final and binding on both parties. Each party bears its own costs unless the tribunal directs otherwise.

Jurisdiction. For any matter not subject to arbitration — including enforcement of an award — the courts at Ernakulam, Kerala, India have exclusive jurisdiction, and both parties submit to it.

Injunctive relief. Nothing above prevents either party from seeking urgent interim or injunctive relief from any court of competent jurisdiction to protect its intellectual property or Confidential Information, or to prevent irreparable harm, pending the outcome of arbitration.

Notices under these Terms must be in writing and in English, sent by email and, for notices of breach, termination, or legal proceedings, also by registered post or a reputable courier to the registered address.

Assignment. Neither party may assign these Terms without the other's prior written consent, not to be unreasonably withheld, except that either party may assign them in full to a successor in a merger, acquisition, or sale of substantially all assets, on written notice. Any other purported assignment is void.

Subcontracting. We may engage subcontractors and sub-processors to help deliver the Service. We remain responsible for their performance and for their compliance with these Terms.

Severability. If any provision is held invalid or unenforceable, it will be modified to the minimum extent needed to make it enforceable, or severed if that is not possible. The remaining provisions stay in full force.

Waiver. A failure or delay in exercising a right is not a waiver of it, and a single or partial exercise does not prevent further exercise. Waivers are effective only if in writing and signed by the waiving party.

No partnership. The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency, franchise, or employment relationship, and neither party may bind the other.

No third-party beneficiaries. These Terms are for the benefit of the parties only, and confer no rights on any third party.

Survival. The following survive termination or expiry: Customer Data (ownership and deletion), Intellectual property, Confidentiality, Warranties and disclaimers, Limitation of liability, Indemnification, accrued payment obligations, Governing law and dispute resolution, and this General section.

Entire agreement and order of precedence. These Terms, together with the Privacy Policy, any Data Processing Addendum, and any Order Form or signed Master Services Agreement, are the entire agreement between the parties and supersede all prior discussions and proposals. Where documents conflict, the order of precedence is: (1) a signed Master Services Agreement; (2) a signed Order Form; (3) any Data Processing Addendum, for data protection matters; (4) these Terms; (5) the Privacy Policy. Any terms on your purchase order or vendor portal are rejected and of no effect, even if we acknowledge or sign that document.

We may update these Terms to reflect changes to the Service, our business, or the law. The Last updated date at the top of this page always reflects the version in force.

For material changes we will give at least 30 days' prior notice by email to your account contact and by a notice in the Service. Changes take effect at the start of your next renewal term, or on the stated effective date for month-to-month subscriptions. Continuing to use the Service after the effective date constitutes acceptance of the updated Terms. If you do not accept them, you may terminate before the effective date and receive a pro-rata refund of prepaid fees for the unused remainder of the term.

Where a signed Master Services Agreement or Order Form fixes the terms for a committed period, that document prevails for its duration.

For how we handle personal data, see our Privacy Policy.