Terms & Conditions

These Terms & Conditions govern access to and use of Truce.ai — the website at www.truce.ai, the Truce platform, its modules, agents, APIs, connectors and clients, trials, sandboxes, proofs of concept, and any related documentation and services.

By accessing the website, signing an Order Form, clicking to accept, or using the platform, you agree to these terms. If you accept on behalf of an organisation, you confirm you have authority to bind it, and "you" and "Customer" then mean that organisation.

Throughout our website, contracts and documentation, Truce and Truce.ai are used interchangeably and refer to the same product and the same provider. Where these terms say "we", "us" or "our", they mean Truce.ai as operated by Virtuos Digital Limited — Futuristry Division.

If you do not agree to these terms, do not use the platform.

These terms incorporate by reference the Privacy Policy, the Safe Harbour Policy and the Data Protection, Security & Compliance Policy published at www.truce.ai, each as amended from time to time.

Truce.ai is a trademark of Virtuos Digital Limited, operated through its Futuristry Division. Futuristry is a Strategic Business Unit (SBU) at Virtuos, established under the Virtuos Transformation Economy initiative, which exists to build AI-native products rather than to add intelligence to legacy systems after the fact.

Truce is an Accord Lifecycle Intelligence (ALI) platform. It governs the whole life of an accord: the intent that gives rise to it, its drafting and negotiation, its execution, the obligations and entitlements it creates, the performance of those obligations, its variation, renewal, dispute and closure — with machine intelligence applied throughout.

Accord Lifecycle Intelligence is a different category from traditional Contract Lifecycle Management. The two overlap — both handle authoring, templates, clause libraries, approval routing, repositories, e-signature and renewal alerts — and a Customer replacing a CLM system will find those functions present in Truce. Beyond that overlap the categories diverge.

We chose .ai deliberately. The whole of Accord Lifecycle Intelligence is built on frontier models. Truce is AI-first and AI-born — designed from origin around machine reasoning rather than retrofitted with it. The extension is a statement about architecture, and it carries consequences for these terms: clause 12 sets out how AI output must be treated, and clause 21 disclaims warranties of accuracy that no probabilistic system can honestly give.

The platform is for organisational use by adults acting in a professional capacity. It is not offered to consumers or to anyone under 18.

You must provide accurate registration information and keep it current. Accounts are issued to named individuals; credentials must not be shared, transferred, sold or used concurrently by more than one person. A named user account may be reassigned to a replacement individual when the original holder leaves the role.

You are responsible for all activity under your accounts, for maintaining the confidentiality of credentials, and for enabling and enforcing multi-factor authentication and single sign-on where we make them available. You must notify us at security@truce.ai without delay on becoming aware of unauthorised access.

You are responsible for your Authorised Users' compliance with this Agreement, and any act or omission of an Authorised User that would breach it is treated as your breach.

You must promptly deprovision users who leave your organisation or change role. We provide the administrative tooling; the obligation to use it is yours.

The platform is supplied on subscription. Each Order Form records the modules, entitlements, user counts or capacity, hosting region, term and fees. Entitlements are specific to what is ordered; modules not listed are not licensed.

Trials, sandboxes, pilots, proofs of concept and preview features are provided for evaluation only, may be withdrawn or changed at any time, carry no service level commitment, and are supplied on an "as is" basis with clause 21 applying in full. Do not place production or sensitive data in them.

Subscriptions renew for successive periods equal to the expiring term unless either party gives written notice of non-renewal at least 60 days before the term ends, or unless the Order Form or the applicable public procurement contract says otherwise.

Additional users, capacity or modules may be added mid-term by a written order, charged at the rates in the current Order Form and co-terminating with the existing term unless agreed otherwise.

Where documents conflict, they take effect in this order, highest first:

1. A negotiated and signed Master Services Agreement or government contract between the parties
2. The Data Processing Agreement
3. The applicable Order Form or statement of work
4. The Service Level Agreement
5. These Terms & Conditions
6. The Safe Harbour Policy, the Privacy Policy and the Data Protection, Security & Compliance Policy
7. The Documentation

Two exceptions: the Data Processing Agreement prevails over everything on matters of personal data processing, and the Safe Harbour Policy prevails over any statement about future functionality wherever that statement appears.

Terms printed on a purchase order, vendor portal, invoice or procurement portal do not bind us unless we accept them in a document signed by our authorised signatory.

Subject to this Agreement and payment of fees, we grant you a non-exclusive, non-transferable, non-sublicensable, revocable, worldwide right for the subscription term to access and use the platform and Documentation for your internal business or governmental purposes, up to the entitlements in your Order Form.

"Internal purposes" includes use for the benefit of your subsidiaries and, for a government customer, for the attached departments, directorates and offices identified in the Order Form. It does not include operating the platform as a service for third parties.

The platform is licensed, not sold. All rights not expressly granted are reserved. This licence is a right of access to a hosted service; no copy of the software is delivered to you and no right in the source code is granted.

The licence ends automatically on expiry or termination of the subscription, subject only to the export rights at clause 17.

You must not, and must not permit any person to:

• copy, modify, translate or create derivative works of the platform;
• reverse engineer, decompile, disassemble or otherwise attempt to derive source code, model weights, architecture, prompts, orchestration logic or training methods, except to the extent this restriction is unenforceable under applicable law;
• rent, lease, lend, resell, sublicense, distribute, time-share or operate the platform as a bureau or managed service for third parties, unless an Order Form expressly permits it;
• use the platform to build, train or improve a competing product or model, or to extract data for that purpose;
• use automated means to scrape, harvest or systematically extract data or Output beyond documented API entitlements;
• benchmark the platform and publish the results without our prior written consent, which we will not unreasonably withhold where the methodology is disclosed to us in advance;
• circumvent or attempt to circumvent usage limits, entitlement controls, authentication, rate limits or security measures;
• conduct penetration testing, vulnerability scanning or load testing without our prior written consent and an agreed rules-of-engagement document;
• remove, obscure or alter proprietary notices, watermarks or attributions;
• introduce malware, or interfere with the integrity, availability or performance of the platform or the data of other customers;
• access the platform to monitor its availability or functionality for a competitor.

We may monitor use to verify compliance with entitlements. Where use materially exceeds entitlements we will tell you and give you 30 days to true up or reduce usage before charging for the excess.

You must not use the platform to store, process or transmit content, or to pursue an outcome, that is unlawful, defamatory, harassing, obscene, infringing, or that discloses another person's data without a lawful basis.

You must not use the platform to develop, procure or administer weapons of mass destruction, to facilitate terrorism, human trafficking, forced labour, or the exploitation of children, or to conduct unlawful surveillance of individuals.

You must not use the platform in a manner that produces unlawful discrimination against individuals or groups, or that determines a person's access to employment, credit, housing, education, insurance, welfare or an essential public service without meaningful human review of the outcome.

You must not deliberately manipulate AI features to generate content that is deceptive, that impersonates a real person or authority without their consent, or that is presented as the verified output of a person or body that did not produce it.

You must not place in the platform: payment card data; government-issued identity numbers, biometric data or health data beyond what is intrinsic to an accord and permitted by your own lawful basis; classified material beyond the classification level agreed in writing for your deployment; or any data whose presence would place us under a regulatory obligation not addressed in your Order Form.

Where we reasonably believe use breaches this clause we may suspend the affected use under clause 16. We will tell you what triggered the suspension and give you a route to remedy where the circumstances allow it.

Customer Data belongs to you. As between the parties, you retain all right, title and interest in and to Customer Data, including all accords, attachments, metadata, comments, audit records and Derived Insight generated from your data within your tenant. We acquire no ownership in it.

You grant us a limited, non-exclusive, worldwide, royalty-free licence to host, store, transmit, index, display, process and make derived representations of Customer Data solely to provide, secure, support and maintain the platform for you, and as your written instructions direct. That licence lasts only for the term and the deletion periods that follow it.

We do not use Customer Data to train, fine-tune or improve any foundation or frontier model, ours or a third party's. Our agreements with model providers prohibit them from doing so with data we submit. The sole exception is a bespoke model a Customer specifically orders for its own exclusive use under a statement of work, which is never made available to any other customer.

We may generate and use aggregated, statistical and de-identified information about platform operation and usage — volumes, latencies, error rates, feature adoption — to run, secure, benchmark and improve the platform. This information cannot reasonably identify you, your counterparties or any individual, contains no accord content, and we will not attempt to re-identify it.

You warrant that you have all rights, consents, authorisations and lawful bases necessary for us to process Customer Data as contemplated by this Agreement, and that Customer Data does not infringe any third party's rights.

You are responsible for the accuracy, quality, legality and appropriateness of Customer Data, and for deciding what to place in the platform.

Confidential Customer Data is also protected as Confidential Information under clause 19.

This clause states the ownership position plainly, because it is the clause most often asked about in procurement.

The stack built on Truce.ai belongs to Truce, 100%. All right, title and interest in and to the platform — its software, source code, architecture, data models, schemas, algorithms, model orchestration, retrieval logic, system prompts and instruction design, evaluation frameworks, user interfaces, standard templates and clause libraries we supply, APIs, connectors, Documentation, know-how, methodologies, designs, and the Truce and Truce.ai names, logos and trademarks — is and remains the exclusive property of Virtuos Digital Limited — Futuristry Division and its licensors.

This applies regardless of who paid for the development, of whether a feature was first conceived while serving a particular customer, and of whether a customer's requirement, tender specification or feedback prompted it. Payment of subscription or professional services fees buys the right to use the platform, not a share of it.

All improvements, enhancements, bug fixes, optimisations and extensions to the platform itself, however arising, vest in us. Where any right in such an improvement would otherwise vest in you by operation of law, you assign it to us on creation, and will execute any document reasonably needed to give effect to that assignment.

Any Configuration or specific IP-related solution configured on Truce.ai belongs to the client. You own your Customer Data, your Derived Insight, your own templates, clause libraries, playbooks, negotiation positions, workflow designs, data models, prompts, rules, reports, dashboards and integration mappings that you or we create specifically for you in your tenant, and any pre-existing intellectual property you bring to the engagement.

Where we create Configuration for you under a paid professional services engagement, that Configuration is yours on payment, and we grant you the licence to the underlying platform needed to use it. Your ownership of Configuration does not give you rights in the platform capabilities that make the Configuration work.

The boundary is this: the machinery is ours; the way you have set it up, and what you have put into it, is yours. Neither party may claim the other's side of that line.

You grant us no licence to your Configuration beyond what is needed to operate and support your tenant, and we will not port your Configuration to another customer.

If you give us feedback, suggestions, feature requests or ideas about the platform, you grant us a perpetual, irrevocable, worldwide, royalty-free right to use and incorporate them into the platform without obligation, attribution or compensation. Feedback is given voluntarily and is not Confidential Information unless you mark it as such and we accept the marking in writing.

The platform includes third-party and open-source components licensed under their own terms, which prevail over this clause to the extent of any conflict. A notices file listing them is available on request.

No exclusivity over any platform function is granted to any customer, ever. No customer — regardless of size, sector, contract value, order of arrival, or the fact that its requirement prompted a capability — acquires any exclusive, preferential or restrictive right over any feature, module, capability, model behaviour, integration, template, algorithm or roadmap item of the Truce platform.

We are free to develop, market, license and supply the platform and every part of it to any other customer, including a customer in your industry, your territory or in competition with you, without notice, restriction or compensation.

We will not agree to non-compete, industry-lockout, territory-exclusivity, first-refusal or most-favoured-feature arrangements over platform functionality. Any such provision in a purchase order, tender document, vendor portal or counter-signed instrument is void as against us unless expressly accepted in writing signed by our authorised signatory.

This does not touch your side of the line. Your Configuration remains exclusively yours under clause 10; we will not replicate your specific configuration, playbook content, negotiation positions or data model for another customer. What we retain is the freedom to make the underlying platform capability available to everyone.

A capability first built while serving you, and paid for by you as a professional services engagement, does not become exclusive to you. Unless the Order Form or statement of work expressly says otherwise, the platform capability enters the general product; what you own is your Configuration of it.

Truce is AI-first and AI-born, built on frontier models. This clause governs what that means for you in practice, and you should read it before deploying the platform in any decision-making process.

Output can be wrong. AI systems are probabilistic. They can produce confident statements that are inaccurate, incomplete, outdated, internally inconsistent or fabricated. They can miss an obligation that is present and assert one that is not. Identical inputs may produce different outputs on different occasions.

Output is not legal advice. Nothing the platform produces constitutes legal, financial, tax, regulatory or professional advice, and no lawyer–client or advisory relationship arises from its use. Truce is a tool used by professionals; it does not replace them.

You must review Output before relying on it. You are responsible for verifying Output before executing an accord, accepting or waiving an obligation, making a payment or claim, taking or refraining from enforcement action, or making any decision with legal, financial or operational consequence. Qualified human review is a condition of your use.

Human oversight is mandatory for decisions about people. Where an outcome affects a person's rights, entitlements, employment, benefits, licences, legal position or access to a public service, you must keep meaningful human involvement in the decision and give the affected person a route to human review.

As between the parties, Output generated from your Customer Data within your tenant is yours, and forms part of your Customer Data. We make no representation that Output is unique; similar inputs from different customers may produce similar Output, and we grant no exclusivity over it.

You are responsible for checking that Output you use externally does not infringe a third party's rights, and for complying with any disclosure or labelling obligation your jurisdiction imposes on AI-generated content.

The platform depends on frontier models supplied by third parties. Model versions, capabilities, behaviour, availability and pricing are outside our control and change. We may substitute, upgrade or retire a model where needed to maintain security, quality, compliance or continuity. Where a change would materially reduce a capability you rely on, we will give reasonable notice and, where we can, an alternative.

Where the EU AI Act or a comparable regime applies, we act as provider of the platform and you act as deployer. We supply the technical documentation, logging, accuracy information and oversight capability a deployer reasonably needs. Classifying your use case, and meeting the obligations that follow from it, is your responsibility.

Statements about future AI capability are governed entirely by the Safe Harbour Policy. Buy on what the platform does today.

The platform can connect to third-party services — identity providers, ERP, CRM, procurement suites, e-signature, government e-procurement portals, storage, and communication tools. Those services are provided by their own vendors under their own terms and privacy policies.

When you enable an integration, you authorise the flow of data between Truce and that service. We are not responsible for the third party's availability, security, accuracy or handling of data once it leaves the platform on your instruction, and their failure is not our breach.

A third party may change or withdraw its API. If that breaks an integration, we will tell you and use reasonable efforts to restore or replace it, but we do not warrant continued interoperability.

You are responsible for holding valid licences to the third-party services you connect, and for the lawfulness of the data flows you enable.

You may revoke an integration at any time in the administration console. Revocation stops future flows; it does not retrieve data already transferred.

Implementation, configuration, data migration, integration, training, change management and advisory services are supplied under a statement of work that records scope, deliverables, acceptance criteria, assumptions, dependencies, timeline and fees.

Professional services are supplied on a time-and-materials basis unless the statement of work says fixed price. Estimates are estimates, not commitments, and are given in good faith on the information available.

Delivery depends on your cooperation — timely access to systems and data, availability of your subject-matter experts, decisions taken when required, and the accuracy of information you provide. Where a delay is caused by you, timelines and fees adjust accordingly.

Deliverables are deemed accepted on the date recorded in the statement of work, or 10 business days after delivery if no acceptance process is agreed and you have raised no written objection.

Ownership of what professional services produce follows clause 10: your Configuration is yours; the platform capability it runs on remains ours. Reusable methodologies, accelerators, frameworks and know-how we apply remain ours.

Where you order a module or capability that does not yet exist, it is built to a signed statement of work with its own scope, price and timeline, and clause 6 of the Safe Harbour Policy applies. It is not part of your subscription entitlement until delivered and accepted.

Fees are those stated in the Order Form. Subscription fees are payable in advance for each billing period unless the Order Form or the applicable public procurement contract says otherwise.

Invoices are payable within 30 days of the invoice date, or within the period the applicable government payment rules prescribe, whichever the Order Form specifies.

Fees exclude taxes. You are responsible for all applicable taxes, duties, levies and cess, including GST, VAT and equivalents, other than taxes on our net income. Where you are required to withhold tax, you will pay the amount withheld to the appropriate authority and provide us the certificate of deduction within the statutory timeline.

Subscription fees are non-refundable and entitlements are non-cancellable during a term, except where these terms expressly provide otherwise — including termination for our uncured material breach at clause 16 and objection to a sub-processor as described in the Privacy Policy.

Undisputed overdue amounts accrue interest at 1.5% per month or the maximum permitted by law, whichever is lower. We will not charge interest on an amount disputed in good faith and notified to us in writing before the due date, provided the undisputed balance is paid on time.

We may increase fees on renewal by giving at least 60 days' written notice before the renewal date. Mid-term increases apply only to newly ordered entitlements.

Where the Order Form is issued under a public tender, the payment terms, price variation clauses, performance security, liquidated damages and price-escalation rules of that tender apply to the extent they conflict with this clause.

This Agreement starts on the effective date of the first Order Form, or on your first use of the platform, and continues until all Order Forms have expired or been terminated.

We may suspend access, in whole or in part, where: your use presents a material security risk to the platform or to other customers; your use is unlawful or breaches clause 8; a payment is more than 30 days overdue and remains unpaid 10 business days after a written reminder; or we are legally required to suspend.

We will give you notice before suspending wherever circumstances allow, limit any suspension to what is necessary, and restore access promptly once the cause is resolved. Suspension does not relieve you of the obligation to pay fees for the suspended period unless the suspension was our fault.

Either party may terminate for material breach by written notice, if the breach is not cured within 30 days of written notice describing it, or immediately where the breach is incapable of cure.

Either party may terminate immediately if the other becomes insolvent, enters liquidation, administration or an equivalent proceeding, or ceases to carry on business.

You may terminate immediately where we materially fail to meet a data protection or security obligation and do not remedy it within the period the Data Processing Agreement allows.

We may terminate on 90 days' notice where we withdraw the platform or a module from general availability, refunding prepaid fees for the unused portion of the term.

Where you are a government or public sector body with a statutory right of termination for convenience, that right applies on the terms of your procurement contract.

On termination, your licence ends, access is disabled after the export window at clause 17, and all unpaid fees for the remainder of a committed term fall due — except where you terminated for our material breach or insolvency, in which case we refund prepaid fees for the unused portion.

We do not hold data hostage. For 30 days after expiry or termination — longer where your Order Form provides — you retain the ability to export Customer Data in the platform's supported formats, and we will assist with a reasonable export request.

Export formats include structured data in a machine-readable form together with source documents and audit records. We will describe the export schema in advance on request so you can plan your migration.

Extended exit assistance — bulk extraction, format transformation, migration support, transition to a successor supplier, or knowledge transfer — is available as a chargeable professional service under a statement of work. For government and PSU contracts, exit management obligations recorded in the tender or contract apply and take precedence.

After the export window, we delete Customer Data from production systems within 30 days and from backups within a further 90 days as backup cycles expire, except where retention is required by law, by a litigation hold, or by a public records obligation. A certificate of deletion is provided on written request.

Exit does not transfer any Platform IP. You take your data and your Configuration; the platform stays with us.

Availability commitments, support hours, severity definitions, response and restoration targets and any service credits are set out in the Service Level Agreement applicable to your Order Form. Where no Service Level Agreement is in force, the platform is provided on a commercially reasonable efforts basis.

Availability excludes scheduled maintenance notified in advance, emergency maintenance needed to protect security or integrity, force majeure, failures in your systems or connectivity, third-party services outside our control, and use that breaches this Agreement.

We improve the platform continuously. We may add, modify or remove features. We will not make a change that materially degrades a core function you are subscribed to without at least 90 days' written notice, and where a deprecation materially and adversely affects you and we cannot offer a reasonable alternative, you may terminate the affected module and receive a pro-rata refund of prepaid fees.

We may change these terms. For material changes we give at least 30 days' notice by email to account administrators and by publication at www.truce.ai. If a material change is materially adverse to you and you object in writing within the notice period, we will discuss it in good faith; failing resolution you may terminate the affected subscription and receive a pro-rata refund. Changes required by law take effect as the law requires.

Nothing in this clause allows us to reduce a commitment expressly recorded in a signed Order Form, Master Services Agreement or government contract during its term.

"Confidential Information" means non-public information disclosed by one party to the other that is marked confidential or that a reasonable person would understand to be confidential from its nature or the circumstances. Customer Data is your Confidential Information. The platform's non-public architecture, security documentation, pricing and roadmap are ours.

Each party will protect the other's Confidential Information with at least the care it applies to its own, and no less than reasonable care; will use it only to perform this Agreement; and will disclose it only to personnel, affiliates and advisers who need it and are bound by equivalent obligations.

Confidentiality does not apply to information that is or becomes public without breach, was already lawfully known to the recipient, is lawfully received from a third party without restriction, or is independently developed without use of the disclosing party's information.

A party compelled by law, court, regulator or a right-to-information obligation to disclose Confidential Information may do so, provided it gives prompt notice where legally permitted, discloses only what is required, and cooperates in seeking protective treatment.

Confidentiality obligations survive termination for 5 years, and indefinitely for trade secrets and for personal data.

Each party acknowledges that breach of this clause may cause irreparable harm for which damages are inadequate, and that injunctive relief may be sought without needing to prove actual damage or post security.

Our handling of personal data is governed by the Privacy Policy and, for Customer Data, by the Data Processing Agreement between the parties. Where the Data Processing Agreement conflicts with these terms on personal data, it prevails.

For Customer Data you are the controller — the Data Fiduciary under India's DPDP Act, 2023 — and we are the processor. We process on your documented instructions and do not determine the purposes of that processing.

The platform is hosted exclusively on Amazon Web Services, Microsoft Azure and Google Cloud. We operate no data centres of our own.

We strictly observe local data residency requirements and the laws governing them, including the GDPR. Your tenant is provisioned in the region recorded in your Order Form and your Customer Data — primary storage, backups, indexes, Derived Insight and, wherever regionally available, model inference — stays within it. Where a tender or statute requires an in-country sovereign region, an empanelled cloud, a segregated deployment, or hosting inside your own subscription or data centre, we accommodate it by agreement and record it in the Order Form.

Cross-border transfer, where it occurs at all, is made under adequacy decisions, Standard Contractual Clauses, the UK International Data Transfer Addendum and a documented transfer impact assessment, with the technical safeguards described in the Data Protection, Security & Compliance Policy. You may require that no access occur from outside your region.

We maintain the security measures described in the Data Protection, Security & Compliance Policy and will not materially reduce them during your term.

You are responsible for your side of the shared responsibility model: user provisioning and deprovisioning, permission design, authentication policy, what data you place in the platform, your retention configuration, your lawful basis, and the security of your own endpoints and networks.

We notify you of a personal data breach affecting your data without undue delay and in any event within 48 hours of becoming aware, and we report qualifying incidents to CERT-In within six hours where those directions apply.

Each party warrants that it has the authority to enter this Agreement and that doing so does not breach any other obligation binding on it.

We warrant that the platform will perform materially in accordance with the Documentation during your subscription term; that we will provide the services with reasonable skill and care using appropriately qualified personnel; that we will not knowingly introduce malicious code; and that we will comply with the laws applicable to us as a supplier of the platform.

Your exclusive remedy for breach of the performance warranty is that we will correct the non-conformity within a reasonable time or, if we cannot, terminate the affected subscription and refund prepaid fees for the unused portion of the term.

Where law grants you a warranty or right that cannot be excluded, the disclaimer above applies only to the extent permitted, and our liability for that non-excludable right is limited to the maximum extent the law allows.

We will defend you against a third-party claim that the platform, as provided by us and used in accordance with this Agreement, infringes that third party's patent, copyright, trademark or trade secret, and we will pay damages and costs finally awarded or agreed in settlement.

If such a claim arises, or we reasonably believe one may, we may at our option and expense procure the right for you to continue using the platform, modify or replace it so it is non-infringing while materially preserving its function, or, if neither is commercially reasonable, terminate the affected subscription and refund prepaid fees for the unused portion.

Our indemnity does not apply to a claim arising from: Customer Data or Configuration; your combination of the platform with anything not supplied by us, where the claim would not have arisen but for the combination; your modification of the platform; your use after we told you to stop to avoid infringement; use in breach of this Agreement; a free trial, sandbox or preview feature; or a third-party service you connected.

You will defend and indemnify us against third-party claims arising from Customer Data, including claims that it infringes rights or was processed without a lawful basis; from your use of the platform in breach of clause 7 or 8 or of applicable law; from your reliance on Output without the human review required by clause 12; and from a decision you took affecting an individual's rights using the platform.

The indemnified party must notify the other promptly of the claim, give the indemnifying party sole control of the defence and settlement — provided no settlement admits liability or imposes a non-monetary obligation on the indemnified party without its consent — and give reasonable cooperation at the indemnifying party's expense.

These indemnities are each party's sole remedy for the claims they cover.

Neither party is liable to the other for indirect, incidental, special, consequential, exemplary or punitive damages, or for loss of profit, revenue, anticipated savings, business, goodwill, opportunity, or for loss or corruption of data to the extent it could have been avoided by the other party's reasonable backup practice — regardless of the theory of liability and even if the party was advised the loss was possible.

Each party's total aggregate liability arising out of or related to this Agreement is limited to the total fees paid or payable by you under the applicable Order Form in the 12 months immediately preceding the first event giving rise to liability.

A separate, higher cap may be agreed in a signed Order Form or Master Services Agreement — for example for a data protection breach or for a public sector contract with a statutory minimum — and where so agreed it prevails over this clause for the matters it covers.

Neither party's liability is limited or excluded for: death or personal injury caused by negligence; fraud or fraudulent misrepresentation; a party's wilful misconduct; your obligation to pay fees due; breach of clause 7 or clause 10; or any liability that cannot lawfully be limited.

Where liability arises from a failure to protect personal data, the limits agreed in the Data Processing Agreement apply in place of this clause to the extent the Data Processing Agreement so provides.

The limitations in this clause apply notwithstanding the failure of any limited remedy of its essential purpose, and reflect the allocation of risk on which the fees are based. Both parties acknowledge the fees would be materially higher without them.

Claims must be brought within 12 months of the date the claiming party knew or ought reasonably to have known of the facts giving rise to the claim, except where a longer period is mandatory under applicable law.

We supply Truce to governments, ministries, statutory bodies, regulators, municipal corporations and Public Sector Undertakings. The following applies where you are such a body.

Where the platform is supplied under a tender, RFP, GeM contract, rate contract, letter of award or framework agreement, the terms of that instrument apply and prevail over these terms to the extent of conflict, provided they were part of the tender documents or were expressly accepted by us in writing. Terms introduced unilaterally after award do not bind us.

Statements in our bid, technical response, presentation or demonstration about capabilities not yet generally available are forward-looking and governed by the Safe Harbour Policy. Evaluation and award should rest on what the platform demonstrably does at the time of bid. Where our bid commits to build a specific module, that commitment is honoured on the terms of the resulting contract and statement of work, not as an existing entitlement.

We accept audit and inspection rights consistent with the contracting instrument, including audit by the Comptroller and Auditor General, internal audit, vigilance and any regulator with jurisdiction, on reasonable notice, during business hours, subject to confidentiality and to our other customers' security not being compromised.

We support the compliance requirements common to public procurement, as recorded in the applicable contract: in-country hosting in a nominated or empanelled region; segregated or single-tenant deployment; in-country support personnel; background verification of named personnel to the extent lawful; retention aligned to public records law; and incident reporting to CERT-In and to the department within prescribed timelines.

Where you are subject to right-to-information or freedom-of-information law, we will assist you in locating and producing records held in the platform, and will not assert confidentiality over your own records to obstruct a lawful disclosure obligation. We ask that our genuinely proprietary technical and commercial information be handled under the exemptions the relevant statute provides.

Performance security, liquidated damages, price variation, arbitration and dispute-resolution provisions of the procurement contract apply as written in that contract.

Clause 11 applies without exception in the public sector: no department, ministry, PSU or agency acquires exclusivity over any platform function, however the requirement arose or was funded.

Each party will comply with the laws applicable to it in performing this Agreement.

Each party will comply with applicable anti-bribery and anti-corruption law, including the Prevention of Corruption Act, 1988, the UK Bribery Act 2010 and the US Foreign Corrupt Practices Act, and will not offer, give, request or accept any improper advantage in connection with this Agreement.

Each party will comply with applicable export control, trade and economic sanctions law. You confirm you are not, and are not owned or controlled by, a person subject to sanctions, and that you will not make the platform available to such a person or use it in a sanctioned territory in breach of law.

Each party will comply with applicable modern slavery, forced labour and anti-money-laundering law, and with applicable law on conflict of interest in public procurement.

Concerns about conduct under this Agreement may be raised confidentially at legal@truce.ai. We do not retaliate against anyone who raises a concern in good faith.

Neither party is liable for a failure or delay in performance — other than a payment obligation — caused by an event beyond its reasonable control, including natural disaster, epidemic, war, terrorism, civil disturbance, strike beyond its own workforce, failure of public telecommunications or power, act of government, or a widespread failure of internet or cloud infrastructure.

The affected party must notify the other promptly, use reasonable efforts to mitigate, and resume performance as soon as practicable.

If a force majeure event prevents performance 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.

Neither party may use the other's name, logo or trademarks in publicity without prior written consent, except that we may include your name and logo in a factual list of customers, and you may state factually that you use Truce.ai.

Case studies, press releases, joint announcements, award submissions and reference calls require your prior written approval of the specific content, which you may withdraw for future use on reasonable notice.

Public sector customers may decline all publicity, and we will treat the engagement as confidential where the contract or department policy requires it.

Truce, Truce.ai, Accord Lifecycle Intelligence, ALI, Futuristry and Virtuos are trademarks of Virtuos Digital Limited. Nothing in this Agreement grants you a licence to use them beyond the factual statement of use described above.

Formal notices under this Agreement must be in writing and sent to the addresses in clause 31, or to the notice addresses recorded in the Order Form.

Notices of breach, termination, indemnity claims and disputes must be sent by registered post or courier with a copy by email to legal@truce.ai. Notice by email alone is not sufficient for these.

Operational communications — maintenance windows, feature changes, security advisories, sub-processor updates, policy version changes — are given by email to your nominated administrators and by publication at www.truce.ai or in-product. Keep your administrator contact details current; a notice sent to a stale address you failed to update is still validly given.

A notice is deemed given on delivery if by hand or courier, on the fifth business day after posting if by registered post, and on the day of transmission if by email before 17:00 in the recipient's local time on a business day.

This Agreement is governed by the laws of India, without regard to conflict of law rules, unless the Order Form or Master Services Agreement specifies another governing law for your region.

The parties will first attempt to resolve any dispute in good faith through escalation: within 15 days to the respective engagement leads, and within a further 15 days to senior executives with authority to settle.

A dispute not resolved through escalation within 30 days will be referred to arbitration under the Arbitration and Conciliation Act, 1996, before a sole arbitrator appointed by agreement, with the seat and venue at [City], India, in English. The award is final and binding.

Nothing prevents either party from seeking interim or injunctive relief from a court of competent jurisdiction to protect confidential information, intellectual property or personal data.

Where you are a government or public sector body, the dispute resolution mechanism prescribed in your procurement contract — including any statutory conciliation, departmental arbitration or administrative mechanism — applies in place of this clause.

The United Nations Convention on Contracts for the International Sale of Goods does not apply.

Entire agreement. This Agreement is the entire agreement between the parties on its subject matter and supersedes all prior proposals, presentations, demonstrations, marketing statements and understandings. Neither party has relied on any statement not recorded in it. This does not exclude liability for fraudulent misrepresentation.

Amendment. Amendments to a signed Order Form or Master Services Agreement require a written instrument signed by both parties. Changes to these published terms are made under clause 18.5.

Assignment. Neither party may assign this Agreement without the other's written consent, not to be unreasonably withheld, except that either party may assign it in whole 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 perform our obligations, and remain responsible for their performance. Sub-processor engagement follows the Privacy Policy and the Data Processing Agreement.

Severability. If a provision is held invalid or unenforceable, it is modified to the minimum extent needed to make it enforceable, or severed if it cannot be, and the rest of the Agreement continues in 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.

No partnership. The parties are independent contractors. Nothing creates a partnership, joint venture, agency, franchise or employment relationship.

No third-party rights. No person who is not a party has any right to enforce this Agreement, except an indemnified affiliate under clause 22.

Survival. Clauses 9, 10, 11, 17, 19, 21, 22, 23, 25, 27, 28, 29 and 30 survive termination, together with any provision that by its nature should survive.

Counterparts and signature. An Order Form may be signed in counterparts and by electronic signature, each of which is an original and together one instrument.

Language. This Agreement is made in English. A translation is for convenience only, and the English text prevails.

Headings. Headings are for navigation and do not affect interpretation.

We acknowledge legal correspondence within 5 business days.