Terms & Conditions / Terms of Use

1. Acceptance of Terms & Electronic Acceptance

By creating an account, clicking “I Agree”, subscribing, purchasing, accessing or otherwise using the Platform, you agree to be bound by these Terms, which constitute a legally binding agreement between you and the Company. If you accept on behalf of an organization, you represent that you are authorized to bind that organization.

These Terms are accepted electronically (click-through). We record your acceptance, with the version, the time and your IP address. Your continued use following any modification constitutes acceptance of the modified Terms, and where the law requires it, we will ask you to accept material changes again.

2. Definitions

“Platform” means the KPI & SLA software, applications, APIs and related services. “User” means any person or entity accessing the Platform in any capacity, including initiators, participants, approvers, counterparties, counsel and invited collaborators. “Content” means any document, clause, message, approval, attachment, instruction or data submitted to the Platform. “Customer” means the account holder responsible for a subscription. “Token” means a prepaid credit used for metered features such as AI analysis. “Executed Document” means a document that every required signatory has signed on the Platform.

3. Global Platform Disclaimer

The Platform is an independent technology service provider that facilitates document management, workflow automation, communication, collaboration, digital execution, and related software services. The Company is not a law firm, legal practitioner, compliance consultant, auditor, employer, contractor, fiduciary, financial institution, certification authority, government agency, or representative of any user or third party.

4. Platform Neutrality — No Underlying-Matter Liability

The Platform merely provides the technological infrastructure through which users may create, upload, review, negotiate, approve, execute, store, share, or manage documents and business processes. The Company neither controls nor participates in any transaction, agreement, negotiation, employment relationship, procurement process, legal proceeding, or business decision conducted through the Platform.

The Platform may document, facilitate, organize, track or communicate information relating to an underlying matter, but the Company does not assume responsibility for the underlying matter itself. Without limitation, the Company is not responsible for:

• •contracts, negotiations, disputes and legal matters
• •employment matters, procurement, vendor and customer relationships
• •service-level disputes, KPI failures and missed deadlines
• •business decisions, approvals, rejected approvals or unauthorized approvals
• •communications, representations and breaches between users
• •a party's failure to perform, or loss arising from reliance on another user's information
• •professional advice obtained through third parties
• •user-generated content, uploaded documents and inaccurate information
• •failure to upload information, monitor notifications or take action
• •third-party services.

5. No Guarantee of Outcomes

Use of the Platform does not guarantee any particular result. Without limitation, the Company does not guarantee: contract approval; successful negotiation; legal or regulatory compliance; dispute resolution or successful litigation; recovery of money or prevention of losses; prevention of SLA breaches or achievement of KPIs; successful business outcomes; acceptance of documents; enforceability of contracts; accuracy of AI outputs; or availability of third-party services.

6. User Responsibility

Each user is solely responsible for all activities carried out using the Platform, including, without limitation:

• •account security, passwords and authentication
• •information entered and documents uploaded
• •permissions granted, users invited and access rights
• •approvals, signatures, decisions, deadlines and notifications
• •compliance obligations applicable to the user
• •maintaining their own backups where appropriate
• •verifying information before relying on it
• •ensuring they have the legal right to upload and process the information
• •ensuring their use of the Platform complies with applicable laws.

7. Account Registration & Security

You must provide accurate, complete and current information and maintain the confidentiality of your credentials. You are responsible for all activity under your account and must promptly notify us of any unauthorized use. Multi-factor authentication may be required for certain operations. Accounts may be suspended for suspected unauthorized access or breach of these Terms.

The Platform is not offered in every country. We may restrict access from countries where we choose not to operate or where law, sanctions or export controls apply, and we may refuse or end access for anyone on a sanctions list. You must not use the Platform from a restricted country. The current list is applied at sign-up and sign-in and may change.

8. Acceptable Use & Restrictions

The Platform is provided for lawful business and personal use only. You agree not to:

• •engage in any unlawful activity, fraud, infringement or impersonation
• •attempt unauthorized access to any systems or another party's confidential workspace
• •upload malware or malicious content, or interfere with Platform operation
• •reverse-engineer, decompile or scrape the Platform except to the extent permitted by law
• •violate another person's privacy or intellectual-property rights
• •use the Platform to facilitate illegal activity, or sublicense/resell access without written consent.

9. AI Disclaimer

Artificial intelligence features, automated recommendations, document drafting, clause suggestions, risk assessments, summaries, translations, and analytical outputs (“AI Output”) are generated through automated systems and are intended solely to assist users. AI Output may contain errors or “hallucinations”, be incomplete or outdated, misunderstand context, produce inaccurate interpretations, omit relevant information, or generate incorrect legal, contractual, commercial or operational suggestions.

AI Output must not be represented as guaranteed correct or complete. You must independently review and validate AI Output before relying upon it and, where applicable, obtain advice from a suitably qualified professional. The Company does not represent the AI as a lawyer, law firm, financial adviser, tax adviser, doctor, or other regulated professional, and does not guarantee any legal, commercial, financial, operational, contractual, negotiation, compliance or business outcome.

10. No Verification

The Company does not independently verify the identity, authority, qualifications, legality, ownership, authenticity, completeness, accuracy, enforceability, or validity of any user, organization, document, electronic signature, approval, instruction, communication, or transaction conducted through the Platform, unless expressly stated for a specific service.

11. Fees, Subscription & Refunds

Fees are payable in accordance with the applicable subscription, plan or order. Prices are shown before purchase and exclude applicable taxes (including GST in India) unless stated. We issue an invoice or receipt for each purchase.

Each plan, token pack and other paid item states how long it stays active, in days, months or years, before you pay. The period runs from the date of purchase or grant, and any unused balance ends when the period ends. If the period shown before payment and any later record differ, the period shown before payment applies.

Tokens are prepaid credits for use inside the Platform. They are non-transferable, have no cash value and cannot be exchanged for money.

Except where required by applicable law, all payments are final and non-refundable and are not subject to credit. In particular, we do not refund unused tokens, unused plan time or unused instances, and we do not refund tokens that have expired. No refund or credit is provided merely because a user stops using the Platform, does not use all features or allocated capacity, changes their mind, does not achieve an expected business outcome, is dissatisfied, fails to configure or use the Platform correctly, or terminates early.

We will put money or tokens back only where we charged you twice or the wrong amount, or where a fault on our side meant we could not provide what you paid for. Statutory consumer rights, mandatory refund rights and other rights that cannot lawfully be excluded remain unaffected and continue to apply to the extent required by law.

Plans do not renew automatically. Where we can, we will tell you before a plan ends. If a plan ends, Section 23 and the Retention and Deletion Policy apply to your Content. We may apply reasonable limits on storage, uploads and AI use to protect the Platform; current limits are shown on the pricing page and in the product, and we will give reasonable notice of a reduction that affects an existing paid plan, except where needed to stop abuse or protect security.

12. Third-Party Services

The Platform may integrate with third-party services, including cloud hosting, payment gateways, electronic-signature providers, AI providers, analytics, authentication, translation, storage, communication services, APIs and external websites. Such services may have their own terms and privacy policies. The Company does not control or guarantee, and is not responsible for, the availability, security, performance, accuracy, legality or compliance of any third-party service.

13. Availability, Interruptions & Force Majeure

The Platform is provided without any promise of uninterrupted or 100% availability unless a separate written service-level agreement expressly provides otherwise. Access may be affected by planned or emergency maintenance, outages, internet or telecommunications failures, cloud-infrastructure or third-party outages, API failures, cyber incidents, browser/device issues, or network problems.

The Company is not liable for any delay or failure to perform arising from events beyond its reasonable control (force majeure), including acts of God, war, civil unrest, governmental action, epidemic, utility or telecommunications failure, or third-party infrastructure failure.

14. Compliance Disclaimer

The Company does not warrant that use of the Platform satisfies any legal, regulatory, contractual, tax, industry-specific, cybersecurity, privacy, employment, export-control, sanctions, anti-corruption, or compliance requirement applicable to any user, organization, jurisdiction, or industry. Users remain solely responsible for determining and maintaining their own compliance obligations.

15. User Content & Documents

Users retain their ownership rights in their Content, subject to the limited rights necessary to operate the Platform. You grant the Company a limited, worldwide, non-exclusive licence to host, process, transmit, display, reproduce and otherwise process your Content solely to provide the services to you.

You represent that you have all necessary rights and permissions to upload and process the Content. The Company does not assume ownership of customer documents merely because they are uploaded, and may take action regarding unlawful, infringing, malicious or prohibited content.

When you sign a document on the Platform, we keep a record of your name, the time, your IP address and device, your consent, and a fingerprint of the exact text signed. When every required signatory has signed, the document becomes an Executed Document and is locked against further changes.

We do not use your Content to train AI models. Our hosting provider has confirmed in writing that, under its data processing agreement, it does not use customer personal data to train AI models and that its AI sub-processors are contractually prohibited from doing so.

15A. Electronic Signature

The Platform lets users sign documents electronically. This is a standard electronic signature supported by the evidence record described in Section 15. It is not a qualified, advanced or certificate-based signature, and the Company is not a certifying authority.

When you adopt and apply your electronic signature, you agree to sign electronically and intend to be bound by the document you sign. We do not state that an electronic signature on the Platform satisfies any particular law or is accepted for any particular document or in any particular country. Whether it is sufficient is for you and your advisers to decide.

Some documents may not be valid if signed electronically, for example wills and testamentary documents, negotiable instruments, trusts, certain powers of attorney, documents that must be registered, stamped, witnessed or notarised, documents relating to the transfer of immovable property, and documents excluded by the law that governs them. The Platform may ask you to confirm or may block such documents; you can instead sign on paper and keep the signed copy. It is your responsibility to check.

An Executed Document is a shared record of every party that signed it. Deleting your account or workspace does not erase another party’s copy of an Executed Document or the evidence of your signature on it, and you agree to this when you sign.

16. Confidentiality

Each party will protect the other's confidential information using reasonable care and use it only as necessary to perform under these Terms. Confidentiality obligations do not apply to information that is or becomes publicly available without breach, is independently developed or lawfully obtained, or is required to be disclosed by law or valid legal process.

The Company may access and process Content to the extent necessary to provide, secure and support the Platform, and to comply with legal obligations, consistent with the Privacy Policy and the Platform's data-wall and access controls. These confidentiality provisions are read consistently with, and do not override, the Privacy Policy or the Platform's technical architecture.

17. Information Security Disclaimer

The Company implements commercially reasonable administrative, technical and organizational safeguards designed to protect the Platform and customer data. These include encryption in transit, encryption of the database and its backups at rest by our hosting provider using provider-managed keys, access controls based on organization and role, an audit trail of important actions, and a limit of one active session per account, a 15-minute access token and automatic sign-out after 30 minutes of inactivity.

No software, network, cloud infrastructure, communication channel or information system can be guaranteed to be completely secure, breach-proof, or free from data loss or unauthorized access. Users acknowledge and accept the inherent risks of transmitting, storing and processing electronic information. Uploaded files are accepted without malware scanning and are labelled accordingly until scanning is introduced.

If we become aware of a personal data breach affecting your Content, we will notify you without undue delay, and within the period the law requires where one applies, and we will report to authorities where the law requires. The Security and Responsible Disclosure Policy explains how to report a vulnerability.

18. Intellectual Property

All Platform code, software, source code, UI/UX, trademarks, logos, documentation, proprietary workflows, platform architecture, AI prompts/configurations (where legally protectable) and platform-generated system elements are owned by the Company or its licensors. KPI & SLA™ (kpiandsla.com) is a brand of Millennia Technologies (trademark applied for). Content submitted by a user remains the property of the respective data owner, subject to the licence in Section 15.

19. No Warranty

THE PLATFORM IS PROVIDED ON AN “AS IS”, “AS AVAILABLE”, AND “WITH ALL FAULTS” BASIS. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, THE COMPANY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ACCURACY, RELIABILITY, SECURITY, CONTINUOUS AVAILABILITY, OR UNINTERRUPTED OPERATION.

20. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE COMPANY SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, BUSINESS, OPPORTUNITY, GOODWILL, ANTICIPATED SAVINGS OR DATA (SUBJECT TO APPLICABLE LAW), BUSINESS INTERRUPTION OR REPUTATIONAL LOSS, ARISING FROM OR RELATING TO: the Platform; third-party services; user-generated content; AI Output; or any user decision or failure to act — EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Nothing in these Terms excludes or limits liability that cannot lawfully be excluded or limited (such as liability for death or personal injury caused by negligence, fraud, or certain mandatory statutory rights).

21. Aggregate Liability Cap

Where liability cannot be excluded under applicable law, the Company’s aggregate liability for all claims arising out of or relating to the Platform shall not exceed the total fees actually paid by the Customer to the Company during the twelve (12) months immediately preceding the event giving rise to the claim, or INR 10,000 if the Customer has paid nothing, subject to applicable law.

For a breach of our data-protection obligations that results directly from our own failure, the limit is twice that amount, subject to applicable law. These limits apply to all claims taken together and are not renewed for each claim.

22. Indemnification

Users agree to defend, indemnify and hold harmless the Company, its affiliates, officers, directors, employees, contractors, licensors, partners, successors and assigns from and against any claims, losses, damages, liabilities, penalties, judgments, fines, settlements, costs and expenses (including reasonable legal fees) arising from the user's Content; the user's violation of these Terms or applicable law; unauthorized use of the Platform; infringement or breach of third-party rights caused by the user's Content; or the user's underlying contract or business relationship.

23. Term, Suspension & Termination

Either party may terminate with reasonable written notice. We may suspend or terminate access immediately for breach of these Terms, unlawful activity, security risks, abuse, non-payment, fraud, misuse, or threats to the Platform or other users.

Export before deletion. When you ask us to delete a workspace or your account, it is removed from your view and held for 30 days so you can restore it. After that period it can be permanently deleted from our live systems by an authorised administrator. Deletion is carried out by an administrator, not automatically, and we aim to do it within a reasonable time after the 30 days.

Backups. Copies in our hosting provider’s backups are not removed early. They expire automatically on the provider’s schedule, and a copy can remain for up to about one year. We do not restore deleted customer data from backups except to recover from a failure.

Records we keep. We keep invoices and tax records for as long as tax and company law require, which we currently apply as 8 years. We keep Executed Documents, signature records and the audit chain for up to 7 years after full signature, because they are the evidence of the signing. We keep security logs for up to 180 days. A legal hold can pause deletion. Content other than these records is deleted as set out above. The Retention and Deletion Policy gives the full table.

24. Governing Law

These Terms are governed by and construed in accordance with the laws of India, without regard to its conflict-of-law principles. Nothing in this clause deprives a consumer of the protection afforded by the mandatory laws of their country of habitual residence, which continue to apply to the extent required.

25. Jurisdiction & Dispute Resolution

The parties shall first attempt to resolve any dispute through good-faith negotiation. If unresolved within thirty (30) days after written notice, the dispute shall be referred to and finally resolved by binding arbitration under the Arbitration and Conciliation Act, 1996, before a sole arbitrator appointed by agreement or, failing agreement, in accordance with that Act. The seat and venue of arbitration shall be Pune, India, and the language shall be English.

Subject to arbitration, the courts at Pune, India shall have exclusive jurisdiction. Either party may seek urgent injunctive or equitable relief in any court of competent jurisdiction to protect its confidential information or intellectual property.

If you use the Platform as a consumer in the European Economic Area, the United Kingdom or another place whose mandatory consumer or data-protection law gives you rights that cannot be waived, those rights are not affected, you may bring a claim in the courts of your home country, and the arbitration and exclusive-court terms above do not take them away.

26. Privacy & Data Processing

Your use of the Platform is also governed by our Privacy Policy. For personal data processed through the Platform, the Company generally acts as a data processor / service provider and the Customer acts as the data controller / business, except where the Company processes data for its own operational purposes. A separate Data Processing Addendum (“DPA”) applies for enterprise customers where required and forms part of these Terms.

Your Content is stored in the United States. Our application runs on Amazon Web Services (US West, Oregon) and our database runs on MongoDB Atlas, hosted on Google Cloud (US Central, Iowa), through our hosting provider. The hosting provider has told us that it offers only the United States and Europe as hosting regions, and that logs and backups stay in the United States. AI providers may process requests in other countries. See the Data Transfer Notice and the Sub-processors list.

27. Changes to the Terms & the Service

We may modify these Terms and the Privacy Policy, and may add, change, suspend or discontinue features of the Platform. We will communicate material changes through the Platform or by email before they apply, normally at least 30 days before, and they become effective on the stated effective date or, where required, upon your renewed acceptance. We will use commercially reasonable efforts to notify Customers of material changes that adversely affect an active subscription.

28. Children

The Platform is a professional and business platform for adults. It is not directed to children, and we do not knowingly collect information from them. If you believe a child has provided us information, contact us so we can delete it.

29. Survival

Provisions that by their nature should survive termination will survive, including those relating to intellectual property, confidentiality, payment obligations, indemnification, disclaimers, limitation of liability and the liability cap, dispute resolution, governing law, and accrued rights, and the treatment of Executed Documents under Section 15A.

30. Contact

Millennia Technologies — KPI & SLA™ (kpiandsla.com). Runal Gateway, Ravet, Pune 412101, India. GSTIN 27AAWPW4891K1ZF; PAN AAWPW4891K. General and legal enquiries: support@kpiandsla.com. Privacy and data-protection enquiries: support@kpiandsla.com. Grievance and data-subject requests are handled under the Data Subject Request and Grievance Procedure.

31. Related Policies

These Terms are read together with the Privacy Policy, the Data Processing Addendum, the AI Processing Disclosure, the Sub-processors list, the Cookie Policy, the Data Transfer Notice, the Retention and Deletion Policy, the Refund and Cancellation Policy, the Security and Responsible Disclosure Policy and the Data Subject Request and Grievance Procedure. If they conflict, the Data Processing Addendum prevails for personal data in Customer Content, and these Terms prevail for everything else.