Terms of Service

These Terms of Service ("Terms") constitute a legally binding agreement between NeramIQ Technologies Pvt. Ltd. ("NeramIQ", "we", "our", or "us") and the educational institution or organisation ("School" or "Customer") that accesses or uses the NeramIQ platform, APIs, and related services (collectively, the "Services").

By signing an Order Form, clicking "I Agree", or otherwise accessing or using the Services, the School represents that it has the legal authority to enter into these Terms, and that it accepts and is bound by them in full.

If you are accessing the Services on behalf of an institution, you represent that you have the authority to bind that institution to these Terms. If you do not have such authority, you may not accept these Terms or use the Services.

NeramIQ is a business-to-business (B2B) SaaS platform designed exclusively for educational institutions. The Services include AI-assisted timetabling, real-time substitution management, multi-campus visibility, attendance tracking, and analytics — provided on a subscription basis via the internet.

Schools — not individual students or parents — are the contracting party and the legal entity responsible for all obligations under these Terms. Individual end users (teachers, administrators, staff) access the Services under a licence granted by the School, not directly by NeramIQ.

NeramIQ reserves the right to modify, update, or discontinue any feature of the Services with reasonable notice. Material changes that reduce functionality will be communicated at least 30 days in advance via email to the School's registered administrator.

Schools are granted a non-exclusive, non-transferable, revocable licence to access and use the Services during the subscription term, subject to these Terms and the applicable Order Form.

• User management responsibility — the School is solely responsible for creating, maintaining, and deactivating user accounts for its staff. NeramIQ is not responsible for unauthorised access resulting from the School's failure to manage access credentials.
• Role-Based Access Control (RBAC) — the School's designated system administrator must implement appropriate role assignments within the platform to ensure users have access only to data and functions appropriate to their role.
• Credential security — Schools must ensure all user credentials are kept confidential. Sharing login credentials between multiple individuals is prohibited. The School must notify NeramIQ immediately if it suspects any unauthorised access.
• Not for personal use — the Services are licensed to educational institutions for institutional purposes only. Use of the Services for personal, commercial-for-profit, or non-educational purposes is not permitted under this licence.
• Seat limits — the number of active user accounts may not exceed the seat count specified in the Order Form without purchasing additional licences.

Permitted Uses

• Managing timetabling, scheduling, and academic calendars for the contracted institution.
• Recording and analysing attendance, substitutions, and staff availability.
• Communicating with parents and guardians through integrated notification channels.
• Generating reports and exporting data for institutional planning and compliance purposes.

Prohibited Activities

The following activities are strictly prohibited:

• Reverse engineering, decompiling, or disassembling any component of the Services.
• Reselling, sublicensing, or providing the Services to third parties outside the contracted institution without written consent from NeramIQ.
• Scraping, crawling, or systematically extracting data from the platform through automated means.
• Using the Services for or on behalf of non-educational commercial institutions.
• Uploading malicious code, conducting security attacks, or attempting to gain unauthorised access to other Schools' data.
• Using student or staff data for any purpose other than the contracted educational purpose.
• Interfering with the integrity or performance of the Services or its underlying infrastructure.

Violation of this Acceptable Use Policy may result in immediate suspension or termination of the Services without liability to NeramIQ.

Schools retain full and exclusive ownership of all data they upload, input, or generate through use of the Services ("School Data"). Nothing in these Terms transfers any intellectual property or ownership rights in School Data to NeramIQ.

• Processor, not controller — NeramIQ processes School Data solely as a data processor, acting on the documented instructions of the School as data controller. NeramIQ will not process School Data for any purpose other than providing and improving the contracted Services.
• Licence to process — by using the Services, the School grants NeramIQ a limited, non-exclusive, worldwide licence to store, copy, process, and display School Data solely as necessary to provide the Services.
• No data monetisation — NeramIQ will not sell, rent, licence, or disclose School Data to any third party for marketing, advertising, or commercial purposes.
• Data portability — Schools may export their data at any time during the active subscription term using the built-in export tools. NeramIQ will assist with bulk exports upon reasonable written request.

NeramIQ targets a monthly uptime of 99.9% for the core platform (timetabling, attendance, substitution engine, and dashboard), measured on a calendar-month basis and excluding scheduled maintenance windows communicated at least 48 hours in advance.

• Uptime calculation — Uptime % = ((Total minutes in month − Downtime minutes) / Total minutes in month) × 100. Downtime is defined as the Services being unavailable for more than one consecutive minute to a majority of users.
• 99.9% – 99.0% uptime — Service credit of 10% of the monthly subscription fee for the affected month.
• 99.0% – 95.0% uptime — Service credit of 25% of the monthly subscription fee.
• Below 95.0% uptime — Service credit of 50% of the monthly subscription fee.
• Credits are applied to the next invoice. Credits are the School's sole and exclusive remedy for downtime and do not entitle the School to a cash refund.
• Full details, exclusions, and credit request procedures are set out in Appendix A of the Order Form.

Credits must be claimed within 30 days of the end of the affected month by submitting a written request to support@neramiq.com with evidence of the downtime event.

• Billing cycles — subscriptions are billed annually (12 months, invoiced upfront) or monthly, as elected in the Order Form.
• Enterprise billing — Schools on Enterprise plans may request NET-30 payment terms (payment due 30 days from the invoice date), subject to credit approval.
• Late payment — amounts not paid by the due date accrue interest at 1.5% per month (18% per annum), compounded monthly, from the due date until the date of full payment.
• Taxes — subscription fees are exclusive of applicable taxes (GST, VAT, or withholding taxes). Schools are responsible for all such taxes, except taxes assessed on NeramIQ's net income.
• Auto-renewal — subscriptions renew automatically at the end of each billing cycle at the then-current pricing, unless the School provides written notice of non-renewal at least 30 days before the renewal date.
• Price changes — NeramIQ will provide at least 60 days' notice of any pricing changes before they take effect at the next renewal.
• No refunds — fees paid for the current billing period are non-refundable, except as expressly provided in these Terms or required by applicable law.

Termination for Convenience

Either party may terminate the subscription agreement with at least 30 days' written notice prior to the end of the then-current billing period. No partial-period refunds are provided.

Termination for Cause

NeramIQ may suspend or terminate the Services immediately and without prior notice if the School:

• Materially breaches these Terms and fails to cure the breach within 14 days of written notice.
• Engages in any Prohibited Activity as defined in Section 4.
• Becomes insolvent, enters liquidation, or ceases to operate as a going concern.
• Fails to pay overdue invoices within 30 days of a payment reminder.

Effect of Termination

• Data export window — following termination or expiry, the School has 60 days to export its data using the platform's self-service export tools or by requesting a bulk export from NeramIQ.
• Post-window deletion — after the 60-day window, NeramIQ will permanently delete School Data in accordance with the data retention policy in our Privacy Policy.
• Survival — provisions that by their nature should survive termination (including but not limited to Sections 4, 5, 9, and 10) will continue in force after termination.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE FOLLOWING LIMITATIONS APPLY TO ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR OTHERWISE:

• Liability cap — NeramIQ's total aggregate liability to the School in any 12-month period shall not exceed the total fees paid by the School to NeramIQ in the 12 months immediately preceding the event giving rise to the claim.
• Exclusion of indirect damages — In no event will NeramIQ be liable for any indirect, incidental, special, consequential, punitive, or exemplary damages, including loss of profits, loss of revenue, loss of data, or loss of business, even if NeramIQ has been advised of the possibility of such damages.
• Essential basis — the parties acknowledge that the limitations of liability in this section reflect a reasonable allocation of risk and are an essential element of the bargain between the parties without which NeramIQ would not have entered into these Terms.

Nothing in these Terms limits or excludes liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any other liability that cannot be limited or excluded by applicable law.

These Terms and any dispute or claim arising out of or in connection with them (including non-contractual disputes or claims) are governed by and construed in accordance with the laws of the Republic of India, without regard to its conflict-of-law provisions.

• Domestic jurisdiction — for disputes between Indian parties, the courts of Chennai, Tamil Nadu, India shall have exclusive jurisdiction.
• International disputes — for disputes involving parties outside India, the parties agree to resolve disputes through binding arbitration under the UNCITRAL Arbitration Rules. The seat of arbitration shall be Chennai, India. The language of arbitration shall be English.
• Injunctive relief — notwithstanding the foregoing, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to prevent imminent harm, particularly in cases involving intellectual property infringement or data security breaches.

NeramIQ reserves the right to update or modify these Terms at any time. The nature of the change determines the notice period:

• Material changes — any change that materially affects the School's rights or obligations (including pricing, data use, liability caps, or governing law) will be communicated by email to the School's registered administrator at least 30 days before the change takes effect.
• Minor changes — non-material changes (such as clarifications, formatting corrections, or updates to contact details) may be made without prior notice. The updated date at the top of this page will reflect the most recent revision.
• Continued use — the School's continued use of the Services after the effective date of any change constitutes acceptance of the updated Terms. If the School does not accept a material change, it may terminate its subscription in accordance with Section 8.

We encourage Schools to review these Terms periodically. Archived versions of these Terms are available on request by contacting legal@neramiq.com.