Terms & Conditions

Welcome to Paranu. These Terms & Conditions constitute a legally binding agreement between you and Paranu Pvt Ltd, a company incorporated under the laws of India, and govern your engagement with our services and your use of the Paranu platform.

Two service models, one set of Terms. Paranu offers -(a) Managed Delivery — we build and deliver software for you.(b) Platform Access — authorised agency partners operate Paranu's AI engine to build for their own clients.Some sections apply to both; some apply only to one. Each section indicates its scope clearly.

Capitalised terms used in these Terms have the meanings set out below.

By executing an SOW, accessing the Platform, or instructing Paranu to begin work, you acknowledge that you have read, understood, and agreed to be bound by these Terms and our Privacy Policy.

You represent and warrant that:

• You are at least 18 years of age and have legal capacity to enter into binding contracts.
• If engaging on behalf of an organisation, you are authorised to bind that organisation to these Terms.
• You are not located in, or a national of, a country subject to economic sanctions that would prohibit Paranu from providing services to you.
• The information you provide to Paranu is accurate, complete, and not misleading.

Paranu provides AI-orchestrated software delivery through two distinct models. The applicable model is specified in your SOW or onboarding documentation.

4.1 Managed Delivery

Under Managed Delivery, Paranu undertakes end-to-end software development, including:

• Requirement & Scoping : Product specification, architecture, screens, user flows, and acceptance criteria.
• Design & Development : AI-orchestrated full-stack build, supervised by Paranu engineers.
• Testing & Security : Automated tests, security scans, and performance benchmarks.
• Deployment & Handover : Live deployment, full source code, infrastructure access, and documentation.

4.2 Platform Access (Agency Partners only)

Platform Access enables qualifying Agency Partners to operate the Paranu Platform to deliver software to their own clients, subject to a separately executed Engine Access & Use Agreement. Platform Access is not available to Direct Clients except by express written waiver from Paranu.

4.3 Scope and Limitations

Specific deliverables, timelines, fees, and acceptance criteria are governed by the applicable SOW. In the event of a conflict between these Terms and an SOW, the SOW prevails solely with respect to the commercial terms expressly set out in it; these Terms otherwise apply.

Each Managed Delivery engagement follows a structured, milestone-based workflow. The exact stages, durations, and acceptance gates are recorded in the SOW.

5.1 Scoping & Specification

Paranu produces a detailed specification covering scope, architecture, screens, user flows, acceptance criteria, milestones, and timelines. Work commences only after Client sign-off.

5.2 Build, Test & Deploy

Paranu's multi-agent system executes the build under engineering supervision. The Client receives live previews at agreed milestones. Automated tests, security scans, and performance benchmarks run as part of the build process.

5.3 Review & Acceptance

On delivery of each milestone, the Client receives access to the working software for review against the agreed acceptance criteria. See Section 06 for review obligations.

5.4 Handover

On final acceptance and full payment, Paranu transfers source code via Git export, deployment infrastructure access, and accompanying documentation to the Client per Section 08.

6.1 Fees

All fees, billing milestones, payment methods, currencies, and applicable taxes are set out in the SOW. Unless stated otherwise, fees are exclusive of GST, withholding taxes, and similar levies, which are payable by the Client in addition.

6.2 Pay-on-Approval (Managed Delivery)

Not with standing the above, the Client agrees to pay (a) any non-refundable engagement, scoping, or onboarding fees expressly stated in the SOW, and (b) any milestone deemed accepted under Section 7.4.

6.3 Subscription / Platform Access Fees

For Platform Access engagements, fees are charged on a recurring basis (monthly or annually) and are payable in advance per the Engine Access & Use Agreement.

6.4 Late Payment

Undisputed invoices unpaid 15 days past their due date may attract interest at 1.5% per month (or the maximum rate permitted by law, whichever is lower). Paranu may suspend ongoing work, withhold deliverables, or pause Platform Access until payment is received.

6.5 Refunds

Given the acceptance-gated nature of Managed Delivery, fees paid following Client acceptance are non-refundable. Refunds for Platform Access (if any) are governed by the Engine Access & Use Agreement and applicable consumer law.

7.1 Review Window

The Client has seven (7) calendar days from delivery of each milestone (the "Review Window") to review the deliverable against the SOW's acceptance criteria.

7.2 Acceptance

The Client may accept by (a) written acceptance notice (including email), (b) using the Platform's acceptance function, or (c) deploying the deliverable to a production environment. Acceptance may not be unreasonably withheld where the deliverable substantially conforms.

7.3 Rejection

If a deliverable does not substantially conform, the Client must, within the Review Window, issue a written rejection listing specific, reproducible defects with reference to the agreed criteria. Paranu will, at no additional cost, address conforming defects and resubmit for a further Review Window not exceeding seven (7) days.

7.4 Deemed Acceptance

7.5 Out-of-Scope Items

Items not listed in the agreed acceptance criteria are out of scope and are addressed via Section 07. Aesthetic preferences, undocumented requirements, or post-hoc additions are not valid grounds for rejection.

Any change to scope, deliverables, timelines, or fees must be documented in a written change order signed by both parties. Paranu provides a written estimate of the impact on timelines and fees within five (5) business days of the request. Work on the change does not commence until the change order is signed.

Paranu may, at its discretion, accommodate minor adjustments without a formal change order — this is a courtesy and does not waive the right to require formal change orders for material changes.

9.1 Progressive, Milestone-Based IP Transfer

Subject to full payment of fees attributable to a given milestone, Paranu assigns to the Client, on a milestone-by-milestone basis, all right, title, and interest in the Deliverables produced under that milestone (the "Client IP"), including source code, designs, configurations, and accompanying documentation.

Until full payment is received, all Deliverables for that milestone remain the sole property of Paranu, and the Client receives no rights in respect of them.

9.2 Scope of Transfer

• Complete source code of the Deliverables (frontend, backend, integrations).
• Infrastructure-as-code configurations and deployment scripts specific to the Deliverables.
• Design assets, wireframes, and final UI artefacts produced for the project.
• Project-specific documentation and acceptance test artefacts.

9.3 Pre-Existing & Reusable Materials

Paranu may incorporate certain pre-existing materials, open-source components, or reusable libraries owned or licensed by Paranu ("Paranu Materials"). Paranu grants the Client a perpetual, worldwide, non-exclusive, royalty-free licence to use, modify, and distribute the Paranu Materials solely as embedded within the Deliverables. Paranu Materials remain the property of Paranu (or their respective licensors); the licence does not extend to standalone use outside the Deliverables.

9.4 Open-Source Components

The Deliverables may include open-source software components, licensed under their respective open-source licences. A list is available on reasonable request.

9.5 Client Materials

Materials provided by the Client (content, data, designs, brand assets, existing code) remain the Client's property. The Client grants Paranu a limited licence to use them solely to perform under the SOW.

10.1 Engine is Paranu's Proprietary Property

The Paranu AI Engine — including its multi-agent architecture, orchestration logic, system prompts, fine-tuned models, training pipelines, evaluation harnesses, internal tooling, prompt libraries, and operational know-how — is and remains the exclusive property of Paranu. It is Paranu's confidential trade secret. Nothing in these Terms or any SOW transfers or licenses the Engine to any Client.

10.2 Clients Receive Output, Not the Engine

Direct Clients receive only the Deliverables produced through the Engine. They do not, by virtue of these Terms, any SOW, or any payment, receive any right to access, operate, inspect, host, replicate, or interact with the Engine itself. The Engine is operated solely by Paranu (or, where applicable, by Agency Partners under a separate Engine Access & Use Agreement).

10.3 No Project Memory in the Engine

10.4 Paranu's Project Records (Separate from the Engine)

Distinct from the Engine, Paranu — as a company — retains operational records of each project (SOWs, acceptance evidence, audit trails, billing records, security logs) for the periods required under applicable law (DPDPA, IT Act 2000, applicable tax legislation), and for legitimate business purposes such as warranty fulfilment, dispute resolution, and regulatory audit. Retention periods are detailed in our Privacy Policy.

10.5 Prohibited Conduct (Strict)

The Client (and, where applicable, the Agency Partner) shall not, directly or indirectly, and shall procure that its personnel, contractors, and affiliates shall not:

• Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, model weights, prompts, or operational logic of the Engine.
• Conduct prompt injection, jailbreaking, model extraction, model inversion, or any adversarial probing intended to extract Engine artefacts or behaviour.
• Use Deliverables, Engine outputs, or any access granted under these Terms to train, fine-tune, evaluate, or benchmark a competing AI system.
• Copy, replicate, or attempt to recreate the Engine, in whole or in part.
• Share, sublicense, resell, or otherwise transfer Engine access credentials (where access has been granted under an Engine Access & Use Agreement).
• Circumvent technical, contractual, or organisational controls that Paranu uses to protect the Engine.
• Publicly disclose, publish, or describe the internal architecture, prompts, or operational logic of the Engine without Paranu's prior written consent.

10.6 Material Breach & Remedies

Any breach of Section 9.5 is a material breach. The Client acknowledges that monetary damages alone may be inadequate compensation and agrees that Paranu shall be entitled, in addition to any other remedies, to seek injunctive relief, specific performance, and recovery of all costs (including reasonable legal fees) incurred in enforcing this Section. Paranu may immediately suspend ongoing work, terminate the engagement, and revoke any Platform Access on breach of Section 10.5.

10.7 Two-Tier Access Model

11.1 Disclosure

Deliverables are produced through an AI-orchestrated process supervised by Paranu engineers. The Client acknowledges and consents to this method of production.

11.2 Quality Controls

Paranu applies the following controls to AI-generated outputs:

• Automated unit, integration, and end-to-end test suites.
• Static analysis, linting, and secret-scanning across the codebase.
• Automated security scanning for known vulnerabilities and unsafe patterns.
• Performance benchmarking against agreed acceptance criteria.
• Human engineering review of architecture, security-sensitive flows, and integration boundaries.

11.3 Required Client Review

11.4 No Warranty of Originality of AI Output

While Paranu uses commercially reasonable efforts to ensure that AI-generated outputs do not infringe third-party rights, the originality of AI-generated material cannot be guaranteed in all cases. Paranu's indemnification obligations for third-party IP claims are set out in Section 18.

Paranu uses leading third-party AI infrastructure providers (including foundation model providers, cloud computing platforms, and developer tooling services) to power parts of the Engine and the delivery process. All such providers are bound by data processing agreements consistent with applicable privacy laws, including the DPDPA, GDPR, and CCPA.

A current list of Paranu's subprocessors is available on request to contact@paranu.ai and is updated periodically. Paranu reserves the right to change subprocessors as needed, subject to its data protection obligations.

Paranu is not responsible for the unilateral acts, outages, or policy changes of third-party providers, but will use commercially reasonable efforts to mitigate the impact on Client engagements.

To enable Paranu to perform its obligations, the Client shall:

• Provide accurate, complete, and timely information, requirements, brand assets, content, and access credentials.
• Nominate a single point of contact with authority to provide approvals and feedback.
• Respond to Paranu's requests for input, clarification, and acceptance within SOW timelines.
• Ensure that any third-party materials provided to Paranu are properly licensed for the intended use.
• Comply with applicable laws (including data protection, export control, and consumer protection) in connection with the use of the Deliverables.
• Secure and maintain its own infrastructure, accounts, and credentials post-handover.
• Review Deliverables per Sections 06 and 10.3 before production deployment.

Each party shall (a) hold the other party's Confidential Information in strict confidence, (b) use it solely for purposes of performing under these Terms or the relevant SOW, and (c) protect it with at least the same degree of care it uses to protect its own confidential information of similar sensitivity (and in any event no less than reasonable care).

Confidential Information does not include information that is (i) publicly available without breach of these Terms, (ii) lawfully known to the receiving party prior to disclosure, (iii) lawfully obtained from a third party without confidentiality obligations, or (iv) independently developed without use of the Confidential Information.

Confidentiality obligations survive for five (5) years post-termination, except obligations relating to the Engine and to source code, which survive in perpetuity.

Paranu processes personal data in accordance with its Privacy Policy and applicable data protection laws, including the DPDPA 2023 (India), GDPR, and CCPA/CPRA, to the extent applicable.

Where Paranu processes personal data on behalf of the Client, the parties shall execute a Data Processing Agreement (DPA) detailing subject matter, duration, nature, purpose, categories of data subjects, and types of personal data processed. The DPA, when executed, supplements these Terms.

The Client warrants that it has obtained all necessary consents and provided all required notices to data subjects to enable Paranu's processing of personal data under the SOW.

16.1 Warranty Period

Paranu warrants that, for ninety (90) days following the Client's acceptance of a Deliverable (the "Warranty Period"), the Deliverable will substantially conform to the agreed acceptance criteria when used in accordance with the documentation.

16.2 Warranty Remedy

If, during the Warranty Period, the Client identifies a reproducible defect that constitutes a material non-conformity, Paranu will, at its election and at no additional cost: (a) correct the defect, (b) re-perform the affected work, or (c) provide a workaround. This is the Client's sole and exclusive remedy for a warranty claim.

16.3 Warranty Exclusions

The Warranty does not cover:

• Modifications made by the Client or third parties after acceptance.
• Defects caused by Client infrastructure, configuration, or third-party integrations not provided by Paranu.
• Changes in third-party APIs, libraries, models, or platforms that occur after acceptance.
• Issues arising from the Client's failure to follow the documentation.
• Requests for new features, enhancements, or out-of-scope items (addressed via Section 07).

16.4 Support Beyond the Warranty Period

Support, maintenance, or enhancements after the Warranty Period are available under a separate support agreement on commercial terms agreed between the parties.

Except as expressly set out in Section 15, the Platform, the Engine, and the Deliverables are provided "as is" and "as available". Paranu disclaims, to the maximum extent permitted by law, all other warranties, whether express, implied, statutory, or otherwise, including any implied warranties of merchantability, fitness for a particular purpose, non-infringement, and quiet enjoyment.

Without limiting the foregoing, Paranu does not warrant that:

• The Platform or any Deliverable will be uninterrupted, error-free, or completely secure.
• AI-generated outputs will be free of all defects or infirmities.
• The Deliverables will meet specific business outcomes that are not part of the agreed acceptance criteria.
• Third-party services integrated with the Deliverables will perform as expected at all times.

18.1 Cap

18.2 Exclusion of Indirect Damages

Neither party shall be liable for any indirect, incidental, special, consequential, or punitive damages, or for any loss of profits, revenue, business, goodwill, anticipated savings, or data, even if advised of the possibility of such damages.

19.1 By Paranu

Paranu shall defend, indemnify, and hold the Client harmless from third-party claims alleging that the Deliverables (excluding Client Materials and third-party components) infringe a valid Indian or foreign copyright, registered patent, trademark, or trade secret. Conditional on the Client (a) promptly notifying Paranu, (b) providing reasonable cooperation, and (c) granting Paranu sole control of defence and settlement.

If the Deliverables become, or in Paranu's opinion are likely to become, the subject of an infringement claim, Paranu may, at its option and expense: (i) procure for the Client the right to continue using them; (ii) modify them to be non-infringing while preserving substantially equivalent functionality; or (iii) refund the fees paid for the affected Deliverables and terminate the affected SOW.

19.2 By the Client

The Client shall defend, indemnify, and hold Paranu harmless from third-party claims arising out of (a) the Client Materials, (b) the Client's use of the Deliverables in breach of these Terms or applicable law, (c) the Client's failure to obtain necessary consents or licences, or (d) any breach of Section 10 (Paranu AI Engine restrictions).

The Client shall not engage Paranu to design, build, or deploy software intended to be used for:

• Activities illegal under Indian law or the law of the Client's jurisdiction.
• Weapons systems, surveillance against protected groups, or human-rights violations.
• The deliberate creation, distribution, or amplification of child sexual abuse material, terrorist content, or illegal hate speech.
• Financial fraud, deceptive consumer practices, market manipulation, or unauthorised data harvesting.
• Unauthorised access, disruption, or compromise of any computer system, network, or data.
• AI systems whose primary purpose is to evade regulatory oversight, generate non-consensual deepfakes, or impersonate real persons in misleading ways.

Paranu reserves the right to decline or terminate any engagement that, in its sole and reasonable judgement, falls within this Section.

21.1 Termination for Convenience

Either party may terminate an SOW for convenience on thirty (30) days' written notice. The Client shall pay for all work performed up to the effective date, including delivered or deemed-accepted milestones. Paranu shall deliver work-in-progress in its then-current state, subject to receipt of payment.

21.2 Termination for Cause

Either party may terminate an SOW for convenience on thirty (30) days' written notice. The Client shall pay for all work performed up to the effective date, including delivered or deemed-accepted milestones. Paranu shall deliver work-in-progress in its then-current state, subject to receipt of payment.

21.3 Suspension

Paranu may suspend services or Platform Access if the Client (a) has overdue undisputed invoices, (b) is in breach of Section 9, 13, or 19, or (c) is using services in a manner that creates security or legal risk. Paranu will, where practicable, provide reasonable notice and an opportunity to cure.

21.4 Effect of Termination

Paranu may suspend services or Platform Access if the Client (a) has overdue undisputed invoices, (b) is in breach of Section 9, 13, or 19, or (c) is using services in a manner that creates security or legal risk. Paranu will, where practicable, provide reasonable notice and an opportunity to cure.

21.4 Effect of Termination

The Warranty does not cover:

• The Client shall pay all undisputed amounts due up to the effective date of termination.
• Ownership of Deliverables for which payment has been received transfers per Section 09.
• Each party shall return or destroy the other's Confidential Information, except as required for record-keeping under applicable law.
• Provisions that by their nature should survive (Sections 9, 10, 14, 15, 18, 19, 23) shall survive termination.

Neither party shall be liable for any failure or delay (other than payment obligations) caused by events beyond its reasonable control, including acts of God, war, terrorism, civil unrest, government actions, epidemics or pandemics, internet or telecommunications failures, or material outages of third-party AI providers or cloud platforms. The affected party shall give prompt notice and use reasonable efforts to mitigate. If a force majeure event continues for more than sixty (60) days, either party may terminate the affected SOW by written notice.

23.1 Governing Law

These Terms and any SOW are governed by and construed in accordance with the laws of India, without regard to conflict-of-laws principles.

23.2 Tiered Dispute Resolution

The parties shall attempt to resolve any dispute through the following tiered process before initiating any binding proceeding:

• Good-Faith Negotiation — 30 days : On written notice of dispute, senior representatives of both parties (with authority to resolve) meet within 15 days and attempt to resolve in good faith. If unresolved within 30 days, the parties may proceed to Tier 2.
• Mediation — up to 60 days : The parties shall attempt mediation under IIAM or CAMP rules, with the seat of mediation in Bengaluru, India. Mediation is non-binding. If unresolved within 60 days of mediator appointment, the parties may proceed to Tier 3.
• Binding Arbitration : Final settlement by arbitration under the Arbitration and Conciliation Act, 1996. Sole arbitrator mutually appointed; failing agreement within 15 days, appointed by the Bangalore International Mediation, Arbitration and Conciliation Centre. Seat and venue: Bengaluru. Language: English. The award is final and binding.

23.3 Interim Relief

Notwithstanding the tiered process, either party may seek interim or injunctive relief from a court of competent jurisdiction in Bengaluru, India, where necessary to protect Confidential Information, the Engine, or other intellectual property rights, or to prevent immediate and irreparable harm.

Paranu may update these Terms from time to time. The updated Terms will be posted at paranu.ai/terms with a revised "Last Updated" date. For material changes that adversely affect your rights, we will provide reasonable advance notice (typically 30 days) by email or via the Platform. Continued use of the services after the effective date constitutes acceptance.

If you do not agree to a material change, you may terminate the affected SOW under Section 20.1, in which case the prior version of these Terms continues to govern your engagement until termination.

If you have questions about these Terms, please contact us: