Terms & Conditions

The Service is provided by CodeLogicX Technologies Private Limited, CIN U72300WB2013PTC191145, a company incorporated in India with its registered office at 6th Floor Webel IT Park, BN-9 Sector V, Sech Bhawan, North 24 Parganas, Saltlake, West Bengal, India, 700091 ("CodeLogicX", "we", "us", "our").

FieldTrace is the field-workforce module set of the TeamTrace platform, and both are CodeLogicX products. Section 1 of our Privacy Policy explains that structure and its practical consequences. Accounts, authentication, and billing run through the shared platform, so you will encounter the TeamTrace name in the interface and on invoices.

Who is bound. These Terms form a binding agreement between CodeLogicX and the organization that subscribes to the Service (the "Customer"). Where an individual accepts these Terms, creates an account, that individual confirms they have authority to bind the Customer. Individuals granted access by a Customer ("Authorized Users") must also comply with these Terms, and the Customer is responsible for their acts and omissions.

Business use only. The Service is sold to businesses and other organizations for use in their trade or profession. It is not offered to consumers, and it is not intended for personal, household, or domestic purposes.

Order of precedence. Where a signed order form, subscription agreement, master services agreement or statement of work ("Order Form") exists between us, and it conflicts with these Terms, the Order Form prevails on the point of conflict. Our Data Processing Agreement prevails over both on matters of personal data processing. These Terms otherwise apply in full.

Acceptance. Creating an account, accessing the Service, or paying an invoice constitutes acceptance. If you do not agree, do not use the Service.

Terms defined in our Privacy Policy — including Workforce Data, Account Data, Usage Data, Data Fiduciary, Data Processor and Authorized User roles — carry the same meaning here and are not repeated. In addition:

What we provide. During the Subscription Term we grant the Customer a non-exclusive, non-transferable, non-sublicensable right to access and use the FieldTrace modules stated in the Order Form or selected at sign-up, for its internal business purposes, up to the number of Authorized Users purchased.

Modules and configuration. Not every module is enabled for every Customer. The Customer configures the Service — including which modules operate, tracking windows, retention periods within the supported ranges, geo-fences, alerts and permission roles. Those configuration choices are the Customer's decisions and its responsibility, as Section 6 sets out.

Changes to the Service. We improve the Platform continuously and may add, modify or remove features. We will not materially degrade the core functionality the Customer has paid for during a Subscription Term without giving at least 30 days' notice. If a change materially and adversely affects the Customer's use, the Customer may terminate the affected subscription on written notice within 30 days of our notice and receive a pro-rata refund of prepaid fees for the unused period.

Beta and preview features. Features labelled beta, preview, pilot or early access are provided for evaluation, may be withdrawn or changed at any time, are excluded from any availability or support commitment, and are supplied without warranty of any kind. Do not rely on them for operational or payroll-critical processes.

The Customer must provide accurate registration and billing information and keep it current. Administrators, the Customer designates, can create, modify and remove Authorized Users, set permissions and change configuration. We act on administrator instructions and are not required to verify them against the Customer's internal policies.

Authorized User accounts are individual and must not be shared. A license may be reassigned to a replacement individual when the original ceases to require access but must not be used concurrently by more than one person.

The Customer is responsible for safeguarding credentials, for enabling the access controls we make available, and for all activity under its account. Notify us at support@teamtrace.app promptly on discovering any unauthorized access or credential compromise. We may require a password reset or suspend affected accounts where we reasonably believe credentials have been compromised.

The Customer must not, and must not permit any Authorized User or third party to:

Enforcement. Where we reasonably believe any use breaches this Section and the breach is causing or is likely to cause harm to us, another customer, a monitored individual or the Platform, we may suspend the affected access or feature. Except where the breach is unlawful, poses a security risk or involves the covert or unlawful monitoring of individuals, we will give notice and a reasonable opportunity to cure before suspending. Suspension does not relieve the Customer of payment obligations for the Subscription Term.

The Service places the Customer in control of what is monitored, and in law the Customer is the Data Fiduciary for Workforce Data. Accordingly:

The obligations set out in Section 19 of our Privacy Policy are incorporated into these Terms as binding covenants of the Customer. They cover establishing and documenting a lawful basis for each monitoring activity, assessing necessity and proportionality, informing the workforce before monitoring starts, configuring tracking windows and retention appropriately, offering a non-biometric alternative where face verification is enabled, handling employees' rights requests, completing impact assessments where required, and meeting the jurisdiction-specific duties applicable to the Customer. They are not repeated here.

The Customer further warrants that it has the right to submit all Customer Data to the Service and to have it processed as configured, and that doing so will not infringe any third party's rights or breach any law or contract.

We do not advise on your monitoring programme. Nothing we provide — documentation, onboarding, configuration guidance, templates or support — is legal advice. The Customer is responsible for obtaining its own advice on the lawfulness of its monitoring in each jurisdiction where it operates.

Fees are as stated in the Order Form or at sign-up and are charged in the currency and cycle stated there. Unless the Order Form says otherwise, fees are based on the number of Authorized Users purchased and are non-refundable except where these Terms expressly provide otherwise. By subscribing, the Customer authorizes us to charge the fees due for each billing period to the payment method it has on file, in advance of that period.

Adding users. A user added at any point during a billing period is charged the full fee for that entire billing period, regardless of how many days remain in it — fees for added users are not pro-rated. For example, a user added on the 28th of the month is charged the full month's fee for that user, even though the next renewal falls on the 1st. That charge is collected immediately from the payment method on file, and the user is then billed at the standard rate from each subsequent renewal. Reducing user counts mid-term does not generate a refund or credit but takes effect at renewal.

Payment and invoicing. Fees are collected automatically from the Customer's payment method on file — on each renewal date, and immediately whenever a user is added. We issue an invoice for each billing period only once the corresponding payment has been successfully collected, as a record of that payment. It is not a demand for payment due. Enterprise Customers with an Order Form specifying a different payment arrangement — for example invoicing in advance of payment, against a purchase order — are governed by that Order Form instead.

Failed or declined payments. If an attempted charge fails — for example the card on file is declined, expired, or the payment method has insufficient funds or has been revoked — no invoice is issued for that attempt, since no payment has been received. We will send a written reminder asking the Customer to update its payment method or retry payment. If payment is not successfully collected within 1 day of that reminder, we may suspend access to the mobile application and desktop platform immediately and without further notice, until payment is received in full. We do not charge interest on amounts that remain outstanding. Suspension for non-payment does not extend the Subscription Term or reduce the fees payable, which continue to accrue and fall due until paid, or the subscription is terminated under Section 17.

Taxes. Fees are exclusive of GST and all other taxes, levies and duties, which the Customer must pay in addition. Where the Customer is required to withhold tax on a payment, it must gross up so that we receive the full amount due and provide withholding certificates promptly. Each party bears its own income taxes.

Price changes. We may change fees for a renewal term on at least 30 days' written notice before the renewal date. If the Customer does not accept the change, they may elect not to renew under Section 15.

Disputes. If the Customer believes a charge was collected in error, they must notify us in writing within 15 days of the invoice date, with reasons. We will investigate promptly and refund any amount found to have been charged incorrectly.

Where we offer a free trial, it runs for the period we state and may be modified or ended at any time. Trials are provided as-is, without warranty. Configuration and data from a trial may be deleted if the trial is not converted to a paid subscription — see Section 14 of the Privacy Policy for the applicable deletion timing. Trials are for genuine evaluation. Creating multiple accounts to extend a trial is a breach of Section 5.

Even during a trial, Sections 5, 6 and 11 apply in full. A trial does not license unlawful monitoring.

Ours. The Platform, and all software, designs, interfaces, documentation, trademarks and know-how in it, together with all improvements and derivative works, are and remain the exclusive property of CodeLogicX and its licensors. These Terms grant a right to use the Service as a hosted service for the Subscription Term. No other rights are granted, expressly or by implication. "FieldTrace", "TeamTrace", "CodeLogicX" and associated logos are our marks and may not be used without prior written consent, except that the Customer may state factually that it uses FieldTrace.

Yours. The Customer retains all rights, title, and interest in Customer Data. We claim no ownership of it. The Customer grants us a worldwide, non-exclusive, royalty-free license to host, store, copy, transmit, process, display and adapt Customer Data solely to the extent necessary to provide, secure, support, maintain and improve the Service for the Customer, and to comply with law. This license ends when the Customer Data is deleted, subject to backup cycles.

Aggregated data. We may generate and use aggregated, de-identified statistics from use of the Service on the basis and within the limits stated in Section 10 of the Privacy Policy. We will not publish anything that identifies the Customer, a Workspace or any individual without prior written consent.

Feedback. If the Customer or an Authorized User gives us suggestions, feature requests or feedback, we may use it without restriction, attribution or compensation, and any resulting improvements belong to us. Do not send us feedback containing your confidential information or third-party proprietary material.

Reservation. Nothing in these Terms transfers or licenses either party's pre-existing intellectual property to the other.

Each party may receive the other's non-public business, technical or commercial information ("Confidential Information"), including in our case the Platform's non-public features, security documentation and pricing, and in the Customer's case Customer Data and its business plans.

The receiving party will use Confidential Information only to perform under these Terms, protect it with at least the care it applies to its own confidential information and no less than reasonable care, and disclose it only to personnel and professional advisers who need it and are bound by equivalent confidentiality obligations.

These obligations do not apply to information that is or becomes public through no fault of the receiving party, was rightfully known before disclosure, is independently developed without use of the Confidential Information, or is rightfully received from a third party without restriction.

Compelled disclosure. A party may disclose Confidential Information where legally required, provided it gives prompt notice where lawful, so the other party can seek protective relief, and discloses only what is required. Our practice on legal requests concerning personal data is in Section 11.3 of the Privacy Policy.

These obligations survive for three years after termination, and indefinitely for Customer Data and for anything constituting a trade secret.

Our processing of personal data is governed by our Privacy Policy, which forms part of these Terms, and — where the Customer requires one, or where the GDPR or another law mandates one — by our Data Processing Agreement, which prevails over these Terms on that subject.

To avoid inconsistency, these Terms deliberately do not restate what those documents cover. Refer to the Privacy Policy for what data is collected and why, the allocation of Data Fiduciary and Data Processor roles, sub-processors, hosting location and cross-border transfer mechanisms, security measures and certifications, retention and deletion, individuals' rights and how to exercise them, breach notification, and the Customer's own data-protection duties.

Request a Data Processing Agreement, our sub-processor register, security documentation or a transfer impact assessment at support@teamtrace.app.

Integrations. Where the Customer connects the Service to a third-party system, it does so at its own risk and under that provider's terms. We do not warrant third-party services, are not responsible for their acts, omissions, availability or security, and may cease supporting an integration if the third-party changes or withdraws its interface. See Section 21 of the Privacy Policy for the data-flow position.

Mobile applications. The mobile applications are licensed, not sold, for use on devices the Customer or Authorized User owns or controls, subject to the applicable app store's terms.

Where an application is obtained from the Apple App Store, the following apply: this agreement is between the Customer and CodeLogicX only, not with Apple, and CodeLogicX alone is responsible for the application and its content. Apple has no obligation to furnish maintenance or support. In the event the application fails to conform to any applicable warranty, the Customer may notify Apple and Apple will refund the purchase price, and to the maximum extent permitted by law Apple has no other warranty obligation. CodeLogicX, not Apple, is responsible for addressing any claim relating to the application, including product liability, legal or regulatory non-compliance, and intellectual property infringement claims. Apple and its subsidiaries are third-party beneficiaries of this Section and may enforce it directly.

Location, camera, notification, and background-activity permissions are granted at the device level and can be withdrawn there, with the consequences described in Section 7 of the Privacy Policy.

We aim to keep the Service available at all times and operate it on the infrastructure and under the security programme described in the Privacy Policy. These Terms do not include a guaranteed uptime commitment or service credits. Where an Order Form incorporates a service level agreement, that document governs availability, measurement and remedies, and those remedies are the Customer's exclusive remedy for unavailability.

We perform planned maintenance in low-usage windows where practicable and give advance notice of maintenance likely to cause material interruption. Emergency maintenance to protect security, data integrity, or platform stability may be performed without notice.

Support is provided in English through the channels and during the hours we publish, at support@teamtrace.app. Support covers the Service as supplied. It does not include advice on the lawfulness of the Customer's monitoring programme, its employment decisions, or its own systems, devices, and networks.

The Customer is responsible for its own operating environment — devices, operating systems, mobile network connectivity, battery and power management settings, and device-level permissions. Location and attendance features depend on factors outside our control, including GPS signal quality, network coverage, device hardware, and operating-system power-saving behavior that may restrict background activity. We do not warrant that location, or attendance records will be complete, continuous or accurate in all conditions, and records from the Service should not be treated as the sole basis for any disciplinary or dismissal decision.

We warrant that we will provide the Service with reasonable skill and care, in accordance with these Terms and applicable law, and that we have the right to grant the rights we grant here.

Except as expressly stated, the Service is provided "as is" and "as available". To the maximum extent permitted by law we disclaim all other warranties, conditions and representations, express, implied or statutory, including implied warranties of merchantability, fitness for a particular purpose, non-infringement, and any warranty that the Service will be uninterrupted, error-free, secure against every threat, or that all defects will be corrected.

We do not warrant that the Service will cause the Customer to comply with any law. Compliance depends on how the Customer configures and uses it.

Each party warrants that it has capacity and authority to enter into these Terms, and that it will comply with applicable anti-bribery, anti-corruption, sanctions and export control laws in performing them.

By the Customer. The Customer will indemnify, defend and hold harmless CodeLogicX, its officers, employees and contractors against all claims, proceedings, losses, damages, fines, penalties and reasonable legal costs arising from:

By us. We will indemnify, defend and hold harmless the Customer against third-party claims that the Platform, as supplied by us and used in accordance with these Terms, infringes that third party's intellectual property rights, and will pay damages and costs finally awarded or agreed in settlement. This does not apply to claims arising from Customer Data, from modification of the Platform by anyone other than us, from combination with anything we did not supply, or from continued use after we have provided a non-infringing alternative. Our options are to procure the right to continue, modify or replace the affected functionality, or — if neither is commercially reasonable — terminate the affected subscription and refund prepaid fees for the unused period.

Conditions. The indemnified party must notify the indemnifying party promptly in writing, allow it sole control of the defence and settlement (except that no settlement imposing a non-financial obligation or admission on the indemnified party may be made without consent), and provide reasonable cooperation at the indemnifying party's expense. These indemnities are each party's sole remedy for the matters they cover.

Nothing in these Terms limits or excludes either party's liability for fraud or fraudulent misrepresentation, death or personal injury caused by negligence, willful misconduct, a party's indemnity obligations under Section 15, the Customer's obligation to pay fees, or any liability that cannot lawfully be limited.

Subject to that:

The Customer acknowledges that the fees reflect this allocation of risk, and that we would not provide the Service on these commercial terms without it. Claims must be brought within one year of the Customer becoming aware of the circumstances giving rise to them, or within the shortest period the law permits if longer.

Term. These Terms apply from first access and continue for the Subscription Term. Unless the Order Form states otherwise, subscriptions renew automatically for successive periods equal to the preceding term.

Non-renewal. Either party may prevent renewal by giving written notice at least 15 days before the end of the current Subscription Term. Where the subscription is monthly, at least 7 days' notice is required.

Termination for cause. Either party may terminate immediately on written notice if the other commits a material breach and fails to cure it within 30 days of written notice specifying the breach, or becomes insolvent, enters liquidation or administration, or ceases to carry on business.

Immediate termination or suspension by us. We may suspend or terminate access immediately, without the cure period, where the Customer's use is unlawful, poses a security or data-integrity risk, involves covert or unlawful monitoring of individuals, breaches Section 5 in a way that risks harm to a monitored person, or where we are required to do so by law or by a competent authority. We will tell the Customer what has happened and why, unless legally prohibited.

Effect of termination. All rights to access the Service cease. The Customer must pay all fees accrued to the effective date. Fees for the remainder of a terminated Subscription Term remain payable except where the Customer terminated for our material breach or under Section 3, in which case we refund prepaid fees for the unused period pro-rata.

Your data on exit. Export the Customer Data before access ends. The export window, deletion timetable and backup purge cycle are in Section 14 of the Privacy Policy. We are not obliged to retain Customer Data beyond those periods and cannot restore data once purged.

Survival. Sections 2, 9, 10, 11, 14, 15, 16, 17 (effect of termination), 18, 19 and 20 survive termination, together with any provision that by its nature should.

To the extent we store or transmit Customer Data at the Customer's direction, we act as an intermediary under Section 2(1)(w) of the Information Technology Act, 2000, and observe the due diligence required by the Information Technology (Intermediary Guidelines and Digital Media Ethics Code) Rules, 2021. Section 5 sets out the content that must not be submitted to the Service. Publication of that list forms part of that due diligence.

Takedown. On receiving actual knowledge through a court order or a notification by an appropriate government agency that specified information hosted in the Service is unlawful, we will remove or disable access to it within 36 hours and preserve the information and associated records for 180 days for investigation purposes, or longer where a court or agency requires. Where a complaint concerns non-consensual sexual imagery or material of that nature, we will act within 24 hours of the complaint. Consistent with Shreya Singhal v. Union of India, a private complaint alone does not oblige us to remove content, but we will assess it under Section 19.

We will notify the affected Customer of any takedown and its basis unless legally prohibited. We do not monitor, review or moderate Customer Data proactively, and we do not select or modify the content a Customer submits.

Assistance to authorities. We will provide information within our control to an authorized government agency within 72 hours of a lawful written order, for the purposes permitted by the Rules. Our practice on such requests, including narrowing overbroad demands and notifying the Customer, is in Section 11.3 of the Privacy Policy.

Our Grievance Officer receives complaints under these Terms, under the IT Rules 2021, and under the data protection instruments referenced in the Privacy Policy:

Grievance Officer — Anjishnu Pramanik
Email: grievance@teamtrace.app
Address:CodeLogicX Technologies Private Limited, 6th Floor Webel IT Park, BN-9 Sector V, Sech Bhawan, North 24 Parganas, Saltlake, West Bengal, India, 700091.

Complaints are acknowledged within 24 hours and resolved within 15 days of receipt, as the IT Rules 2021 require. Complaints about personal data follow the timelines in Section 15.3 of the Privacy Policy, whichever is shorter.

A person aggrieved by a decision of the Grievance Officer under the IT Rules 2021 may appeal to a Grievance Appellate Committee constituted under those Rules within 30 days of receiving that decision.

These Terms and any dispute arising out of or in connection with them, including their existence, validity or termination, are governed by the laws of India.

Escalation. The parties will first attempt to resolve any dispute in good faith through discussion between senior representatives for 30 days from written notice of the dispute.

Arbitration. Disputes not resolved within that period will be referred to and finally resolved by arbitration under the Arbitration and Conciliation Act, 1996, before a sole arbitrator appointed by agreement or, failing agreement within 30 days, in accordance with that Act. The seat and venue of arbitration is Kolkata, West Bengal, India, the language is English, and the award is final and binding.

Courts. Nothing prevents either party from applying to a court for urgent interim or injunctive relief, including to protect Confidential Information or intellectual property. Subject to the arbitration provision, the courts at Kolkata, West Bengal, India have exclusive jurisdiction.

Consumer protection and data protection rights that cannot be waived under the law of the Customer's or an individual's own country are unaffected, and complaints may still be made to the regulators listed in Section 16.2 of the Privacy Policy.

Neither party is liable for failure or delay in performance caused by events beyond its reasonable control, including natural disaster, epidemic, war, civil unrest, terrorism, strike, government action, failure of public telecommunications or internet infrastructure, power failure, or the failure of a cloud or utility provider not caused by that party's own negligence. Payment obligations are not excused. The affected party will notify the other promptly and use reasonable efforts to mitigate. Where the event continues 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 period.

We may update these Terms to reflect changes in the Service, our operations or the law. The current version is always published at www.fieldtrace.ai.

For changes that materially reduce the Customer's rights or materially increase its obligations, we will give at least 30 days' written notice to account administrators before they take effect. If the Customer does not accept such a change, they may terminate the affected subscription by written notice before the change takes effect and receive a pro-rata refund of prepaid fees for the unused period. Continued use after the effective date constitutes acceptance.

Other changes — corrections, clarifications and changes required by law — take effect on publication. Changes to fees are governed by Section 7.

Notices. Notices to us go to support@teamtrace.app and, for formal notices, by courier to our registered office. Notices to the Customer go to the email address of its account administrators and any notice address in the Order Form. Notices are deemed received on the next business day after sending by email, or on delivery by courier.

Assignment. Neither party may assign or novate these Terms without the other's written consent, except that either may assign to an affiliate or to a successor in a merger, acquisition or sale of substantially all assets, on written notice. We may subcontract performance and remain responsible for our subcontractors.

Entire agreement. These Terms, the Privacy Policy, any Data Processing Agreement and any Order Form together form the entire agreement, and supersede all prior discussions, proposals and representations on their subject matter. Neither party relies on any statement not set out in them, though nothing excludes liability for fraudulent misrepresentation.

Waiver and severability. Failure or delay in enforcing a right is not a waiver of it. If a provision is held unenforceable, it is modified to the minimum extent necessary to make it enforceable, or severed, and the remainder continues in force.

No partnership. Nothing creates a partnership, joint venture, agency, or employment relationship between the parties.

Publicity. Neither party will use the other's name or marks in publicity without prior written consent, except that we may identify the Customer as a customer in a factual list of customers, which the Customer may withdraw by writing to us.

Language. These Terms are made in English. Where we supply a translation, the English version governs in the event of conflict.

CodeLogicX Technologies Private Limited · CIN U72300WB2013PTC191145

Registered Office: 6th Floor Webel IT Park, BN-9 Sector V, Sech Bhawan, North 24 Parganas, Saltlake, West Bengal, India, 700091