Terms of Service

In short

1. The agreement

These Terms of Service ("Terms") are a contract between Xelentor Technologies Private Limited, a company based in India ("VERICONA", "we", "us") and the company on whose behalf you use the service ("Customer", "you"). They apply to the VERICONA platform at app.vericona.com, this website and any related support.

You accept these Terms by registering an account, accepting an invitation, ticking the agreement box on a registration form or using the service. If you accept for a company, you confirm that you have authority to bind it. If you do not agree, do not use the service.

If the Customer has signed a separate order form or master agreement with us, that document takes priority where it conflicts with these Terms.

2. Definitions

• Client: a Customer that sets up sites and requirements and invites contractors.
• Contractor: a Customer that accepts a Client's invitation and submits compliance evidence. A company may be both.
• User: an individual with a login that belongs to a Customer. This includes invited teammates and contractor employees.
• Customer Data: everything a Customer or its Users enter into or upload to the service. This includes company profiles, employee records, documents, field values, assessment answers, ratings and notes.
• Requirements: the document and knowledge assessment rules a Client defines.
• AI Features: the AI assistant and the MCP server described in section 6.

3. Accounts and access

• Accounts are created only through invitations. Each email address can hold one login that belongs to one Customer.
• Unless the service lets you assign restricted roles, every User in a Customer has full access to that Customer's data. You are responsible for deciding whom to invite, for assigning any roles and for deactivating Users who should no longer have access.
• You are responsible for all activity under your Users' logins. Keep passwords confidential and tell us promptly at hello@vericona.com if you suspect unauthorized access. We are not responsible for loss caused by unauthorized use of your Users' logins unless it results from our breach of these Terms.
• Sign-in is provided through Microsoft Entra. Microsoft's terms apply to that sign-in experience.
• You must give accurate company and contact details and keep them current. Reminder emails may go to your company email address if you have no active Users.

4. Clients and contractors

VERICONA is a tool that records and scores compliance evidence. It does not create a contract between a Client and a Contractor and it does not make VERICONA a party to their relationship.

• Clients decide what to require. A Client is solely responsible for the Requirements it sets. It must make sure they are lawful and proportionate and that it has a lawful basis to collect the personal data its Requirements ask contractors and employees to provide.
• Contractors are responsible for what they submit. A Contractor confirms that documents and answers submitted through the service are genuine and current. It must also have the permission of any individual they concern.
• Scores are arithmetic, not judgment. A compliance score shows which required items have been submitted and passed the validation rules the Client set. VERICONA does not verify that a document is authentic or that a certificate was genuinely issued. It does not assess whether a worker is competent or safe. A score of 100% is not a guarantee of compliance with any law or standard.
• Site access decisions are yours. Whether a contractor or worker may enter a site remains the Client's decision and responsibility.
• By accepting an invitation, a Contractor agrees that the inviting Client may view the Contractor's company profile, the employees assigned to the Client's sites and the submissions made against the Client's Requirements. This lasts while the relationship is active and afterwards as described in the Privacy Policy.

5. Customer data

• You own it. Customer Data remains the property of the Customer that entered it or of the individuals it concerns. We claim no rights in it beyond those needed to run the service.
• Our license. You give us a non-exclusive, worldwide license to host, copy, process, transmit and display Customer Data solely to provide, secure and support the service. We may also use it to produce aggregated statistics that do not identify any Customer or individual.
• Sharing between Customers happens only through invitations you send or accept as described in section 4.
• Data protection. Where Customer Data contains personal data, we process it as your processor under the Privacy Policy, which forms part of these Terms. We will sign a separate data processing agreement on request.
• Exports. You can export contractor, employee and site lists at any time. When the agreement ends, we will provide a full export on request within 30 days. After that we delete Customer Data as described in the Privacy Policy. We have no duty to keep Customer Data after that.
• Your rights. You confirm that you have all rights and permissions needed to enter Customer Data and to give us the license above.
• Your obligations. You will not enter data you have no right to enter. You will not ask contractors to upload types of data that it is unlawful to collect in your jurisdiction.

6. AI assistant and MCP server

• The AI assistant answers questions using your Customer Data. It runs on Microsoft Azure AI models hosted on servers in Europe. Answers are generated automatically and can be wrong or incomplete. Check important answers against the source records before you rely on them.
• The MCP server lets you connect an AI assistant of your choice to your VERICONA account. The connected assistant has the same access as the User who connected it. Actions it takes, for example creating requirements or uploading documents, are treated as actions of that User.
• Third-party assistants. You choose which assistant to connect and you are responsible for it. Data a connected assistant receives is handled by its provider under your agreement with them and not by us. We are not responsible for the provider or its assistant.
• We do not use Customer Data to train machine-learning models.
• We may limit or suspend a connection if it threatens the security or stability of the service.

7. Acceptable use

You must not and must not allow your Users to:

• upload forged, altered or misleading documents or submit assessment answers for someone else without authority
• use the service to discriminate unlawfully against any contractor or worker
• try to access another Customer's data or probe or test the security of the service without written permission
• interfere with the operation of the service
• upload malware or content that is unlawful, defamatory or infringes anyone's rights
• resell or sublicense the service or provide it to anyone other than your own contractors through the invitation feature
• copy or reverse-engineer the service or use it to build a competing product
• use the service in breach of sanctions or export control laws
• send invitations or reminders to people who have no connection to your sites or use the service to send unsolicited messages

We may suspend or restrict access immediately if we reasonably think it is needed to comply with the law, protect the service or other Customers or respond to a breach. We will tell you why where we can.

8. Fees and payment

• Who pays. Whether the Client or the Contractor pays for the service depends on the country in which it is used. The fees and who pays them are set out in the order form or the quotation or in the terms shown at sign-up.
• Where the Client pays, the fees are those in its order form or quotation. Where no order form exists, use during a trial or early-access period is free until we agree pricing in writing. Contractors and their employees then use the service at no charge.
• Where the Contractor pays, the fees are shown to the Contractor before it accepts an invitation.
• Fees exclude taxes, including GST. If the law requires you to withhold tax, you will pay an extra amount so that we receive the full fee. Invoices are payable within 30 days unless the order form says otherwise. Overdue amounts carry interest at 1% per month or the highest rate the law allows if that is lower. We may suspend a paying Customer's account after 14 days' written notice of non-payment.
• We may change fees at the end of a subscription term with at least 60 days' notice.
• Fees are non-refundable except where these Terms say otherwise.
• You must pay all fees in full without set-off or deduction.

9. Availability and support

• We aim to keep the service available 24 hours a day, but we do not guarantee uninterrupted availability. We may take it offline for maintenance, usually outside working hours and with notice where practical.
• Support is provided by email on business days as described on the Support page. We offer no service levels unless we agree them in writing.
• We back up the database daily. Backups are for disaster recovery. They are not a substitute for your own exports.
• The service depends on third parties, notably Microsoft for sign-in and email. We are not responsible for outages in those services.
• We may set reasonable usage limits, such as storage and request limits, to protect the service.
• Trial and early-access features are provided as is. We may change or withdraw them at any time.

10. Intellectual property

The service belongs to us or our licensors. This includes its software, design, requirement templates, documentation and the VERICONA name and logo. These Terms give you a limited, non-exclusive, non-transferable right to use the service for your internal business purposes during the term. If you give us feedback or suggestions, we may use them without any obligation to you.

11. Confidentiality

Each party will keep the other's non-public information confidential and use it only for the purposes of these Terms. On our side this includes Customer Data. On yours it includes pricing, product roadmaps and security details. The duty does not apply to information that is public, already known or independently developed. It also does not apply to information the law requires to be disclosed. It lasts for three years after the agreement ends. Information shared between a Client and a Contractor through the service is governed by their own arrangements.

12. Warranties and disclaimers

We warrant that we will provide the service with reasonable skill and care and substantially as described in the documentation we make available to Customers. Beyond that, the service is provided "as is". To the fullest extent the law allows, we disclaim all other warranties, express or implied, including fitness for a particular purpose and non-infringement.

In particular, we do not warrant that using the service will make you compliant with any health and safety, employment, immigration or other law. We do not warrant that any document submitted through the service is genuine or that AI Features will give accurate answers. Nothing in the service is legal advice.

We do not warrant that the service will be uninterrupted or error-free or that it will meet your needs. We are not responsible for third-party services. This includes Microsoft sign-in and email and the AI assistants you connect.

If we breach the warranty in this section, your only remedy is that we fix the problem or refund the fees for the affected period.

13. Limitation of liability

• Neither party is liable to the other for indirect or consequential loss or loss of profit or business. Neither is liable for loss of data that could have been avoided by using the export features.
• Our total liability for all claims under these Terms combined is limited to the fees the Customer paid to us in the 12 months before the event that gave rise to the first claim or INR 1,00,000 if no fees were paid.
• We are not liable for loss that comes from Customer Data, Requirements, a Client's decisions, third-party services or AI Features. We are also not liable for loss that comes from your failure to use the export features.
• Any claim must be brought within 12 months of the event that gave rise to it.
• Nothing in these Terms limits liability for death or personal injury caused by negligence, for fraud or for anything the law does not allow to be limited.
• For clarity: a Client's decision to admit a worker to a site is the Client's responsibility. So is any injury or loss or regulatory penalty that follows from that decision.

14. Indemnity

You will defend and indemnify us and our officers and employees against third-party claims and the resulting losses and costs. This covers claims that arise from Customer Data you entered, Requirements you set, your use of the service in breach of these Terms or the law, the AI assistants you connect or a breach by you of section 4, 5 or 7.

We will defend you against third-party claims that the service infringes their intellectual property rights when used as permitted. We will pay the damages a court finally awards or that we agree in settlement. We have no obligation for claims that arise from Customer Data, changes you make to the service, combining it with other products or use these Terms do not permit. If such a claim is made or looks likely, we may change the service, obtain a license or end the affected feature and refund any prepaid fees for it. This is your only remedy for intellectual property claims. The indemnified party must give prompt notice and reasonable cooperation. The indemnifying party controls the defense.

15. Term and termination

• These Terms apply from the moment you first use the service until your account is closed.
• A paying Customer's subscription runs for the term in its order form. It renews automatically unless either party gives 30 days' notice before renewal.
• A Contractor may stop using the service at any time by asking the Client to remove the relationship or by emailing us to close the account.
• If you end a paid subscription early, you still owe the fees for the rest of the term. This does not apply if you end it because of our breach that we fail to fix.
• We may end a free or trial account at any time. We may end a paying Customer's subscription for convenience with 60 days' written notice and will refund prepaid fees for the unused period.
• Either party may end the agreement immediately if the other materially breaches these Terms and does not fix the breach within 30 days of written notice. The same applies if the other becomes insolvent.
• When the agreement ends, access stops. You may ask for an export within 30 days and we then delete Customer Data as described in the Privacy Policy. Sections 5, 10 to 14, 17 and 18 continue to apply.

16. Changes to the service or terms

We improve the service continuously and may add, change or retire features. We will give reasonable notice when we retire a core feature. We may update these Terms by posting a new version with a new effective date. For material changes, we will email the main contact of each Customer at least 14 days in advance. Continuing to use the service after the effective date means you accept the update.

17. General

• Entire agreement. These Terms, the Privacy Policy and any order form are the whole agreement and replace earlier discussions.
• Assignment. You may not assign these Terms without our consent. We may assign them to a successor of our business and we will tell you.
• No waiver. Not enforcing a term does not mean we give it up.
• Severability. If a term cannot be enforced, the rest stays in force.
• Events beyond control. Neither party is liable for delay caused by events beyond its reasonable control.
• Subcontractors. We may use subcontractors and sub-processors to provide the service.
• Naming you. Unless you tell us not to, we may name you as a customer and use your company name and logo for that purpose.
• No third-party rights. Only the parties to these Terms can enforce them.
• Notices to us go to the address in section 19. Notices to you go to your main contact's email.

18. Governing law

These Terms are governed by the laws of India. The competent courts in India have exclusive jurisdiction. Before starting court action, the parties will try in good faith to settle the dispute for 30 days after written notice. Either party may ask any court for an injunction to protect its intellectual property or confidential information.

19. Contact

Xelentor Technologies Private Limited
A company based in India
hello@vericona.com