Terms of Service

Who is bound

The individual who accepts these Terms warrants that they are authorised to bind the organisation they name. If you accept on behalf of an employer or a client, "Customer" means that organisation, not you personally, and the individuals who sign in are Authorised Users of that organisation.

Where acceptance is recorded electronically, we keep the record of it — the account, the time and the version accepted — for the life of the account.

How this stack is amended

An order form varies these Terms only where it expressly identifies the clause it is amending. Pre-printed terms on a purchase order, a vendor portal or a procurement platform have no effect on this agreement, whether or not we acknowledge the order.

Where these Terms incorporate a document by reference and that document has not yet been published, the reference has no effect until it is. We would rather reference nothing than reference a page that does not exist.

Changes to the service

We develop the platform continuously. We add modules, change interfaces, retrain models and replace internal components. We will not materially reduce the core functionality of a module you are paying for during a Subscription Term without notice, and where such a change materially disadvantages you, you may terminate the affected module and receive a pro-rata refund of prepaid unused fees.

• Deprecation. We give at least 90 days' notice before withdrawing a materially used feature or connector, except where a Connected Platform, a security issue or the law requires us to act faster.
• Experimental features. Features labelled beta, preview or experimental are governed by clause 12 and are not part of the warranted Service.

PACX operations access

A small number of PACX operations staff hold a superuser role used for onboarding, configuration and support. That access is role-based and least-privilege, and is separate from your workspace administrator role. Changes made under it inside Inventory Planning are written to an append-only audit log recording the actor, the role held at the time, the entity changed and its state before and after; elsewhere, access is logged operationally rather than in that ledger. We do not use this access to look at your data for any purpose other than operating and supporting the Service.

When we cannot proceed

Where we cannot perform because you have not provided data, access, approvals or a decision, our affected obligations — including any service commitment and any go-live date — are suspended for as long as the cause continues, and the resulting delay is not a breach by us. We will tell you what is blocked and what we need.

What happens if this clause is breached

We may investigate suspected breaches and may suspend access under clause 14. Where a narrower measure will contain the problem — suspending a user, a connector or a module rather than the workspace — we will use it. Repeated breach after notice is a breach incapable of cure.

What you warrant about your data

You warrant, each time you submit data or authorise a connection, that:

• Rights. You have all rights, consents, notices, authorisations and lawful bases required to submit the data and to permit our processing of it under this agreement.
• Channel data. For data drawn from a storefront, marketplace or advertising account, you are the seller or advertiser of record or its authorised agent, and sharing that data with PACX is permitted by that platform's terms, developer policies and data-protection policies.
• No infringement. The data does not infringe any third party's intellectual property, trade secrets or confidentiality rights, including vendor cost, margin and lead-time data held under a non-disclosure obligation.
• No Restricted Data. The data contains no Restricted Data unless we have agreed in writing to receive it.
• Accuracy is yours. You are solely responsible for the accuracy, quality, completeness and legality of Customer Data, and for choosing what to send.

Personal data in feeds

Inventory Planning is designed to run without end-customer personal data. Its feeds are specified as product, location, vendor, calendar, inventory and sales-aggregate files, none of which requires an identified individual, and a file that does not match its specification is rejected at validation rather than loaded. Where you send that module no end-customer personal data, the only personal data it holds is the name and work email address of your own staff who sign in.

Where a module does need end-customer personal data to do its job — the storefront customer records used for identity resolution and cohort analytics are the clearest example — we process that data as your processor, on your documented instructions, under this clause and under any data processing addendum executed between the parties.

We may refuse, quarantine or delete data that breaches this clause. We will tell you when we do, and why.

Model training

We do not use Customer Data to train, fine-tune or improve any model that serves another customer, and we do not provide Customer Data to a model provider for training.

Models that Condor and its AutoML tournament build for you are trained on your own data, held in your workspace, used only to produce your Outputs, and deleted when your data is deleted. That is service delivery, not cross-customer training.

Prompts, schema and sample rows are sent to our language-model provider so that it can answer your questions. They are sent under a commercial agreement that does not permit the provider to train on them.

Usage Data and Aggregated Data

We collect Usage Data about how the Service runs and is used, and use it to operate, secure, support, debug and improve the platform. We disclose Usage Data only in aggregated form.

We may create and use Aggregated Data. Aggregated Data must not identify you, your Authorised Users, your vendors, your customers, your locations or your individual products, and must not be reversible. We will not publish anything derived from it unless the cohort is large enough that no single customer's position can be inferred, and we will not disclose your commercial position — your volumes, costs, margins, service levels or savings — in any form that identifies you.

• Ownership. Aggregated Data is not Customer Data. It is owned by PACX, and this right survives termination.
• No re-identification. We will not attempt to re-identify Aggregated Data, and will not permit anyone else to.
• Personal data. Where Aggregated Data derives from personal data, we create and use it only where the result is genuinely non-personal.

Writing back to your systems

Where the Service writes results out — the approved allocation plans, purchase orders and reject reports delivered as files to your results location, and any other export named in your order form — we are responsible for producing them as documented. What your downstream systems do with them, and how they are approved and executed inside your business, is yours.

You approve, and the decision stays yours

You are solely responsible for reviewing, validating and approving Outputs before you act on them, and for the commercial consequences of what you then commit to: purchase orders raised, stock allocated, transfers moved, prices changed, capital deployed.

Inventory Planning is built for human approval. Approval policies let you require one or two levels of sign-off on allocation plans and orders, with named approver roles, value thresholds, validity dates and a no-self-approval rule. Every approval is written to the append-only audit log with the actor and the role held at the time. We recommend you use them.

Automated approval

The platform can be configured to skip human approval. An allocation strategy carries an auto-approval flag that releases a plan without a human decision.

If you enable automated approval, or any other configuration that releases a plan, order or transfer without a human decision, you do so at your own risk. You confirm that you have set your own thresholds, controls and rollback procedures, and that you accept responsibility for what the platform then executes on your instruction. We are not liable for the consequences of an automated action you configured.

Limits on how outputs may be used

• No high-risk use. You must not use Outputs to make decisions about an individual's employment, credit, insurance, housing, education or safety, or for any purpose that would be unlawful or discriminatory, without our prior written agreement.
• Model provider restrictions. We use third-party providers to run language and embedding models. Their acceptable use restrictions flow down to you and apply to the prompts you submit.
• Commercially sensitive fields. Cost, margin, vendor lead time and minimum order quantity are commercially sensitive. Where your order form or the Documentation states that a field is withheld from a language model or from a role, we will withhold it; otherwise, decide for yourself what you put into a prompt.

Security

We maintain technical and organisational measures appropriate to the Service. The measures currently in place are described in the Privacy Policy and include the following.

• Encryption. TLS on all traffic, with plaintext connections refused, and encryption at rest on managed infrastructure. Connector credentials are encrypted under a per-environment managed key, never stored in plaintext, never written to logs and never returned by any interface.
• Isolation. Server-side workspace resolution and live membership checks on every API request, host-scoped session cookies, and a fail-closed guard that refuses any generated query it cannot prove reads only your workspace's tables.
• Access control. Role-based, least-privilege access, with per-user permissions and module entitlements enforced on the server.
• Auditability. An append-only audit log recording the actor, the role held at the time, the action, the entity, the state before and after, a correlation identifier, the source address and the timestamp. Audit rows cannot be updated.
• Assurance. We will complete a security questionnaire annually and share our current control summary under a non-disclosure agreement. We do not claim a certification we do not hold and do not publish a badge we cannot evidence. On-site audit rights are available to regulated customers under an order form, at your cost.
• Your side of it. Incidents caused by your credential handling, your users, your devices or your connected accounts are yours. We may change or improve our security measures at any time, provided we do not materially reduce the protection they give.

Beta, preview and trial

Features labelled beta, preview, early access or experimental, and any free trial, evaluation or sandbox workspace, are provided as is.

• No warranty. They carry no warranty, no service level, no support commitment and no indemnity, and we may change, suspend, withdraw or delete them, and the data in them, at any time.
• Not for production. Do not use a beta feature for a production or business-critical decision, and do not send Restricted Data to one.
• Confidential. Beta features, and any performance information about them, are our Confidential Information.
• No expectation. Using a beta feature creates no expectation of general availability, of continued access, or of any particular price if it becomes generally available.
• Evaluation workspaces. Where we provision an evaluation or sandbox workspace, it runs for the period we state, converts to a paid subscription only if you sign an order form, and its data is deleted after expiry. No fee is payable for it unless an order form says otherwise.

Usage, overage and verification

Your entitlement is measured against the subscription metrics named on your order form.

• Our records govern. Platform records of usage — active users, ingested volume, batch runs, connected sources, AI tokens consumed — are the source of truth, subject to correction of a demonstrated error.
• Overage. If you exceed a metric we will tell you. Continued use above the entitlement is invoiced at the order form's overage rate, or moves you to the next tier, as the order form provides.
• Protecting the platform. We may throttle or defer non-critical workloads to protect shared batch and query capacity. We will tell you if we do so in a way that affects your published Outputs.
• Verification. We may verify your usage against your records on 30 days' notice, no more than once in any 12 months unless we have reason to believe a breach has occurred, limited to records relevant to the subscription metrics and subject to confidentiality. You bear the cost of the verification only if it shows under-reporting of more than 5%.
• AI allowance. Where your workspace has a monthly AI token allowance, your administrator distributes it between users inside the platform. Exhausting the allowance restricts AI features until the next month or until the allowance is increased. That is not an outage.

Termination for convenience

Either party may terminate a self-serve or evaluation workspace at any time on written notice. Where a Subscription Term is committed on an order form, you may terminate for convenience with effect from the end of that term by giving the non-renewal notice above, and we may terminate for convenience on 90 days' written notice, refunding prepaid fees for the unused remainder of the term.

Termination for cause

• Material breach. Either party may terminate for a material breach that the other has not cured within 30 days of written notice describing it.
• Non-payment. We may terminate if an undisputed invoice remains unpaid 15 days after written notice.
• Insolvency. Either party may terminate immediately if the other becomes insolvent, enters liquidation, or has an insolvency resolution process commenced against it that is not dismissed.
• Breach incapable of cure. Either party may terminate immediately for a breach that cannot be cured, including a repeated breach of clause 7 after notice.
• Discontinuation. We may terminate a module we discontinue, on notice, with a pro-rata refund of prepaid unused fees for that module.

What termination costs

Where you terminate for our uncured material breach, or we terminate for convenience or because we discontinued a module, we refund prepaid fees for the unused remainder of the Subscription Term. Where we terminate for your uncured material breach, fees for the remainder of the committed term become immediately payable. There is no refund where you terminate a committed term for convenience.

Suspension

Suspension is a narrower remedy than termination, and we would rather use it.

• Grounds. We may suspend access where an invoice is overdue after notice, where clause 7 is breached, where continued access presents a security risk to the platform, to another workspace or to a third party, where a Connected Platform requires it, or where the law requires it.
• Notice. We will give notice and a reasonable opportunity to cure before suspending, except where a security or legal emergency requires immediate action, in which case we give notice as soon as practicable.
• Scope. We will suspend the least that addresses the problem — a user, a connector, a module — before suspending a workspace.
• Effect. Fees continue to accrue during a suspension caused by your breach. A suspension is not a termination, does not extend the Subscription Term, and is excluded from any availability measurement.
• Limits. We will lift a suspension as soon as its cause is resolved. Except where the law or a security emergency forbids it, a suspended workspace keeps read and export access to Customer Data. If a suspension we imposed lasts more than 30 consecutive days and you have cured its cause, you may terminate for cause and we will refund prepaid fees for the unused remainder of the term.

Getting your data out

Exit is a designed feature, not a negotiation.

• Export window. For 30 days after termination or expiry your workspace remains available in a read-and-export state so that you can export Customer Data and Outputs in a documented machine-readable format. Assisted extraction beyond the self-service export is available at our professional services rates.
• Deletion from active systems. We delete Customer Data from active systems within 30 days after the export window closes.
• Deletion from backups. Data persists in encrypted backups until they rotate out, which takes up to 90 days after deletion from active systems. It is not restored to the Service during that period.
• Certificate. We will confirm deletion in writing on request.
• What we keep. We retain Aggregated Data, Usage Data, the append-only audit log, invoicing and tax records, and the system logs we are required to hold — including the 180 days of ICT logs required by the CERT-In directions and the retention periods required by Indian tax law. Anything retained stays subject to clause 15.
• Connectors. Termination revokes connector tokens and removes the synchronised copies of Connected Platform records we hold for you, subject to the retention above.
• Tenant-scoped models. Models trained on your data for your workspace are deleted with your data.

Survival

Where an account is terminated for non-payment we may withhold assisted extraction until the outstanding amount is paid. We will not withhold self-service export of personal data where the law requires it to remain available.

Clause 3 (Definitions), clause 8 (Your data) as regards ownership, Aggregated Data and Usage Data, clause 13 (Fees and taxes) for amounts accrued, this clause 14 as regards post-termination obligations, clause 15 (Confidentiality and IP), clause 16 (Warranties and disclaimers), clause 17 (Indemnity and liability) and clause 18 (General and governing law) survive termination or expiry.

Confidentiality

Confidential Information means information disclosed by one party to the other, in any form, that is identified as confidential or that a reasonable person would understand to be confidential from its nature or the circumstances of disclosure.

• Yours. Customer Data, your commercial terms, business plans, vendor and cost information, and your platform configuration are your Confidential Information.
• Ours. The Service, its Documentation, its models, algorithms and methods, our roadmap, our security reports and our pricing are our Confidential Information.
• Obligations. The receiving party will use Confidential Information only to perform this agreement, protect it with at least reasonable care and no less care than it applies to its own confidential information, and disclose it only to employees, contractors and advisers who need it and are bound by equivalent obligations.
• Exclusions. Information that is or becomes public without breach, was already known without obligation, is independently developed without use of the disclosing party's information, or is rightfully received from a third party free of restriction.
• Compelled disclosure. Disclosure required by law, by a regulator or by a court is permitted, with prior notice to the other party where lawful, and reasonable cooperation in seeking protective treatment.
• Duration. These obligations last for five years after disclosure, and indefinitely for Customer Data and for anything that is a trade secret.
• Existing NDAs. A non-disclosure agreement signed between the parties before this agreement remains in force and supplements this clause. This agreement does not supersede it.
• Injunctive relief. Both parties accept that damages may not be an adequate remedy for a breach of this clause and that injunctive relief may be sought.

Intellectual property

• Ours stays ours. PACX and its licensors own all right, title and interest in the Service, including its software, interfaces, ingestion and decision pipelines, model architectures, weights, prompts, feature engineering, schemas, Documentation, and every improvement and derivative work, together with all associated intellectual property rights.
• Yours stays yours. You own Customer Data and, as between the parties, the Outputs, as set out in clause 8.
• Marks. Neither party may use the other's name, logo or trade marks except as the publicity provisions below permit. Nothing here grants a licence to our brand.
• Open source. The Service includes open-source components licensed under their own terms, which prevail over this agreement for those components. The notices are available on request.

Feedback

Feedback means any suggestion, idea, feature request or comment you give us about the Service. We may use Feedback without restriction, obligation or payment, and Feedback is not your Confidential Information. This gives us no right to Customer Data, and we will not use this clause to bring your Confidential Information into the Service.

Publicity

• Name and logo. We may identify you as a PACX customer by name and logo on our website and in sales material, observing any trade mark usage guidelines you give us.
• Opting out. Tell us in writing and we will stop, and remove the reference from material we control at the next reasonable opportunity.
• Anything more needs consent. A case study, press release, quotation, joint announcement, or any statement of your results, volumes, savings or accuracy figures, requires your prior written approval.
• Your use of our marks. You may state that you use PACX. You may not use our marks in a way that suggests endorsement, partnership or certification without our written consent.

What we do not warrant

Except as expressly stated above, and to the maximum extent permitted by law, the Service is provided without warranty of any kind. We disclaim all implied warranties and conditions, including merchantability, fitness for a particular purpose, non-infringement, quiet enjoyment and accuracy.

• Uninterrupted operation. We do not warrant that the Service will be uninterrupted or error-free, that it is free of vulnerabilities, or that every defect will be corrected.
• Business outcomes. We do not warrant that any forecast, allocation, order, plan, alert or other Output will be accurate, or that using the Service will achieve any revenue, margin, service level, fill rate, inventory reduction, cost saving or return on investment.
• Third parties. Connected Platforms, and anything they return, are provided as is.
• Beta and trials. Beta, preview, evaluation and trial features and workspaces are provided as is, as set out in clause 12.
• No informal warranties. No advice or information, oral or written, obtained from us or through the Service creates a warranty not expressly stated in this agreement.

What we indemnify

We will defend you against a third-party claim that the Service, used in accordance with this agreement and its Documentation, infringes that third party's intellectual property rights, and we will pay the damages finally awarded against you or the settlement we agree.

• Exclusions. This does not apply to a claim arising from Customer Data, a Connected Platform, a combination of the Service with anything we did not supply, a modification you made, use outside this agreement or the Documentation, continued use after we asked you to stop, or a beta or free feature.
• Our options. If the Service is or may be found to infringe, we may procure the right for you to continue using it, modify or replace it so that it no longer infringes, or terminate the affected module with a pro-rata refund of prepaid unused fees. This clause states your sole and exclusive remedy for an infringement claim.

What you indemnify

You will defend us against a third-party claim arising from any of the following, and pay the damages finally awarded against us or the settlement we agree.

• Your data. Customer Data, including a claim that it infringes intellectual property, was submitted without the necessary rights or consents, breaches privacy law, or is unlawful.
• Channel terms. A claim by a Connected Platform, or arising from your breach of a Connected Platform's terms or data policies.
• Your warranties. Breach of the warranties you give in clause 8.
• Use of Outputs. Your use of Outputs, including a decision you took, or authorised the platform to take automatically, in reliance on one.
• Your users. Acts and omissions of your Authorised Users, and breaches of clause 7.

How an indemnity works

The party seeking indemnity must give prompt written notice of the claim, give the indemnifying party sole control of the defence and settlement, and provide reasonable cooperation at the indemnifying party's cost. The indemnifying party may not agree a settlement that admits liability on the indemnified party's behalf, or imposes a non-monetary obligation on it, without that party's written consent. Delay in giving notice reduces the indemnity only to the extent the defence is prejudiced by it.

Limitation of liability

Nothing in this agreement excludes or limits liability for fraud or fraudulent misrepresentation, wilful misconduct, gross negligence, death or personal injury caused by negligence, or any other liability that cannot lawfully be excluded or limited.

• Excluded losses. Neither party is liable for indirect, incidental, special, consequential, exemplary or punitive damages, or for loss of profit, revenue, goodwill, anticipated savings or business interruption, however caused and on whatever theory of liability, even if the possibility was known. This exclusion does not remove our restore obligation in clause 12, and does not exclude the cost of reconstituting Customer Data we lost through our fault, which is recoverable within the caps below.
• General cap. Each party's total aggregate liability arising out of or in connection with this agreement is limited to the fees paid or payable by you under this agreement in the 12 months immediately preceding the event giving rise to the claim.
• Higher cap for confidentiality and security. For breach of the confidentiality obligations in clause 15, and for a security incident caused by our failure to meet the security obligations in clause 11, the cap is twice the amount in the preceding bullet.
• Beta. Our total liability in respect of a beta, preview, evaluation or free trial feature is limited to the fees paid for that feature, which may be nil.
• Outside the cap. Your obligation to pay fees, and each party's indemnity obligations under this clause, are not subject to these caps.
• Aggregate, not per claim. The caps apply in aggregate across this agreement and all order forms under it, not separately to each claim.

Agreed allocation of risk

Both parties are businesses. These limits reflect the fees charged and the allocation of risk on which the pricing is based, and the Service would not be offered on these commercial terms without them. Where you have a signed order form, this clause is open to negotiation on it.

Nothing in this agreement shortens the limitation period applicable to a claim under the Limitation Act, 1963, or prevents either party from enforcing its rights through the dispute resolution process in clause 18.

Governing law and disputes

• Governing law. This agreement, and any dispute arising out of or in connection with it, is governed by the laws of India, without regard to conflict-of-law rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply.
• Escalation first. Before commencing arbitration a party must give written notice of the dispute, and senior representatives of both parties will attempt in good faith to resolve it for 30 days. This does not prevent either party from seeking urgent interim relief.
• Arbitration. A dispute not resolved by escalation will be finally resolved by arbitration under the Arbitration and Conciliation Act, 1996, conducted under the rules of the Mumbai Centre for International Arbitration by a sole arbitrator appointed in accordance with those rules. Neither party may appoint the arbitrator unilaterally, and no person falling within the Seventh Schedule to that Act may be appointed.
• Seat and venue. The seat of the arbitration is Hyderabad, India, and the courts at the seat have exclusive supervisory jurisdiction over the arbitration and over any matter outside it. Hearings may be held at any venue the parties or the arbitrator agree, including by video conference, and the choice of venue does not change the seat.
• Language and confidentiality. The arbitration is conducted in English. The proceedings, the submissions and the award are confidential.
• Interim relief. Either party may apply to a court for interim or injunctive relief, including under section 9 of that Act, in particular to protect intellectual property or Confidential Information, without waiving the arbitration agreement and without being required to furnish security.
• Recovery of fees. We may pursue an undisputed unpaid invoice in the courts at the seat rather than by arbitration.
• Bilateral only. Disputes are resolved between the parties alone. No claim under this agreement may be brought as a class, collective or representative proceeding.

Changes to these terms

We may update these Terms. We publish each new version with a new version number and effective date, and keep superseded versions available.

• Notice. We give at least 30 days' notice by email to your administrators, or in the platform, before a material change takes effect.
• During a subscription term. A change that materially disadvantages you does not apply to a Subscription Term already running under a signed order form until that term renews.
• If you do not accept. If you do not accept a material change you may terminate the affected subscription before the change takes effect, and we will refund prepaid fees for the unused remainder of the term. Continuing to use the Service after the effective date accepts the change.

Compliance

• Sanctions and export control. Each party represents that it is not the subject of sanctions and is not listed on a prohibited-party list, and will not use, access or export the Service or its Outputs in breach of applicable export control or sanctions law. You must not submit data controlled under an export control regime to the Service.
• Anti-bribery. Each party will comply with applicable anti-bribery and anti-corruption law, including the Prevention of Corruption Act, 1988, and, where applicable, the UK Bribery Act 2010 and the US Foreign Corrupt Practices Act. Breach of this bullet is a material breach incapable of cure.
• Trade compliance suspension. We may suspend or terminate where continued provision of the Service would breach sanctions or export control law.

Other terms

• Force majeure. Neither party is liable for a failure or delay caused by an event beyond its reasonable control, including natural disaster, war, terrorism, epidemic, government action, strike, failure of power, telecommunications or the public internet, cloud provider outage and cyber attack. The affected party must give notice and mitigate. If the event continues for more than 60 days either party may terminate the affected subscription, and we will refund prepaid fees for the period during which the Service was unavailable and for the unused remainder of the term. This clause does not excuse an obligation to pay fees that had already accrued.
• Assignment. Neither party may assign this agreement without the other's written consent, which is not to be unreasonably withheld, except to an affiliate or in connection with a merger, acquisition or sale of substantially all its assets, on written notice. Any other purported assignment is void.
• Subcontracting. We may use subcontractors and sub-processors to provide the Service, and remain responsible for their performance.
• Notices. Legal notices must be in writing, sent to the addresses in the contact block below and, for you, to the notice address on your order form or, failing that, to your workspace administrators. Notice by email is effective on the next business day after sending, provided no delivery failure is received. Support tickets, in-product messages and chat conversations are not legal notice. Each party must keep its notice contacts current.
• Entire agreement. This agreement, together with the documents named in clause 2, is the entire agreement between the parties on its subject matter and supersedes prior discussions and representations. It does not supersede a signed master agreement, a signed order form, the DPA, or a non-disclosure agreement between the parties.
• Independent contractors. The parties are independent contractors. Nothing creates a partnership, joint venture, agency or employment relationship.
• Severability and waiver. If a provision is held unenforceable it is modified to the minimum extent necessary, or severed, and the rest continues in force. A failure to enforce a right is not a waiver of it. Remedies are cumulative.
• No third-party rights. No person other than the parties has any right to enforce this agreement.
• Electronic acceptance. Acceptance recorded electronically is valid and enforceable under the Information Technology Act, 2000, and either party may prove it by the records it keeps.
• Language and interpretation. This agreement is in English. Headings are for convenience only, and "including" means "including without limitation".