1. Acceptance of terms
By accessing and using Irayo Technologies Private Limited's (Niswey) services, products, and platforms (collectively, the "Services"), you agree to be bound by these Terms of Service ("ToS"). If you do not agree to these terms, you may not access or use the Services. Niswey reserves the right to modify these terms at any time. Your continued use of the Services following the posting of revised terms means that you accept and agree to the changes.
2. Service description
Niswey provides HubSpot implementation, optimization, migrations, AI-enabled GTM transformation services, and proprietary applications (including but not limited to Vira, Tiyora, NisWire, LitePics, Semka, Veracross Integration). Services are provided on an as-is basis for use by authorized users within your organization.
3. User eligibility & account responsibility
You represent that you are at least 18 years old and have the legal authority to enter into this agreement on behalf of your organization. You are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account. You agree to notify Niswey immediately of any unauthorized use of your account.
4. Intellectual property rights
All intellectual property rights in the Services, including software, documentation, and materials, remain the exclusive property of Niswey or its licensors. You retain all rights to your pre-existing intellectual property and data. Niswey grants you a limited, non-exclusive, non-transferable license to use the Services in accordance with this ToS. Any customizations or implementations developed by Niswey remain pre-existing Niswey IP unless expressly agreed otherwise in writing.
5. Data processing & privacy (GDPR compliance)
5.1 Data Processing. You acknowledge that when using the Services, you may provide personal data to Niswey. Niswey acts as a processor on your behalf and shall process personal data only in accordance with your documented instructions and this ToS.
5.2 GDPR Compliance. To the extent the Services involve the processing of personal data of European residents, both parties comply with the General Data Protection Regulation (GDPR). Niswey shall:
- Implement and maintain appropriate technical and organizational security measures;
- Assist you in responding to data subject rights requests (access, erasure, portability);
- Support your compliance obligations under GDPR;
- Delete or return personal data upon termination of the Services.
5.3 Data Retention. Niswey will retain personal data only for as long as necessary to provide the Services or as required by law. You may request erasure of your personal data at any time, subject to legal retention requirements.
6. Security & SOC2 compliance
6.1 Security Measures. Niswey implements and maintains SOC2 Type II compliant security controls including encryption, access controls, monitoring, and incident response procedures. You can access details of our security practices through our Trust Portal.
6.2 Trust Portal. Niswey hosts a Trust Portal on Scrut's platform to provide transparency into our security posture and SOC2 compliance. Access to the Trust Portal is subject to separate terms and your data handling agreement.
6.3 Your Responsibilities. You are responsible for protecting your account credentials, implementing appropriate access controls on your end, and using the Services in a secure manner.
7. Limitation of liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW:
- Niswey's total aggregate liability for any and all claims arising out of or related to this agreement and the Services shall not exceed the total fees paid by you to Niswey in the 12 months immediately preceding the claim;
- Niswey shall not be liable for indirect, incidental, consequential, special, or punitive damages, including loss of revenue, profits, data, or business opportunity;
- These limitations apply regardless of the form of action, basis of claim, or whether Niswey has been advised of the possibility of such damages.
8. Mutual confidentiality
Both parties agree to maintain the confidentiality of proprietary information shared during the engagement, except where disclosure is required by law or court order. Confidentiality obligations shall survive termination of this agreement.
9. Limited warranty & remedy
9.1 Warranty Period. Niswey warrants that the Services will substantially conform to the specifications for a period of 30 days from the date of delivery or commencement. No refunds are available after the 30-day warranty period.
9.2 Disclaimer. EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE SERVICES ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.
10. Payment terms
Payment terms, including invoice timing, payment due date, late payment penalties, and conditions for suspension of Services, shall be as specified in the Master Services Agreement (MSA) executed between you and Niswey. In the event of any conflict between payment terms in this ToS and the MSA, the MSA shall prevail.
11. Term & termination
This agreement is effective as of the date you first access the Services and continues until terminated. Either party may terminate this agreement for convenience with 30 days' written notice. Niswey may terminate immediately if you breach the terms and do not cure within 15 days of notice.
12. Dispute resolution
Any disputes arising from this ToS shall be governed by the laws of India. Both parties agree to attempt resolution through good faith negotiation. If negotiation fails, disputes shall be subject to exclusive jurisdiction of courts in New Delhi, India.
13. General provisions
13.1 Entire Agreement. This ToS constitutes the entire agreement between the parties regarding the Services and supersedes all prior agreements.
13.2 Amendments. Niswey may modify this ToS at any time. Material changes will be communicated to you.
13.3 Severability. If any provision is found unenforceable, the remaining provisions shall continue in effect.
Addendum A: Trust portal specific terms
This Addendum supplements the Terms of Service above and applies specifically to access and use of the Niswey Trust Portal hosted on Scrut's platform.
A1. Trust portal overview
The Trust Portal is a hosted platform on Scrut that provides transparency into Niswey's security practices, compliance certifications, and security posture. It enables your organization to assess Niswey's security controls and compliance status.
A2. Access & authentication
Access to the Trust Portal is provided through secure authentication mechanisms. You are responsible for maintaining the confidentiality of any access credentials provided. Access is limited to authorized representatives of your organization and should not be shared with third parties without Niswey's consent.
A3. Data processing on trust portal
A3.1 Scrut as Data Processor. Niswey engages Scrut as a data processor to host and maintain the Trust Portal. Scrut processes personal information (such as email addresses used for access) on Niswey's behalf and in accordance with this addendum.
A3.2 Information Collected. When you access the Trust Portal, Scrut may collect limited personal information including your email address, name, organization, and access logs. This information is used solely to:
- Authenticate and grant access;
- Track access and usage for security purposes;
- Provide Trust Portal functionality.
A4. GDPR compliance for trust portal
A4.1 Data Subject Rights. If you are a resident of the European Union or subject to GDPR, you have the following rights:
- Right of Access: Request a copy of your personal data held on the Trust Portal;
- Right to Rectification: Request correction of inaccurate data;
- Right to Erasure ("Right to be Forgotten"): Request deletion of your data, subject to legal retention requirements;
- Right to Data Portability: Request your data in a portable format.
A4.2 Data Retention. Personal information collected through the Trust Portal will be retained as long as your account is active and for up to 2 years after account closure, unless extended retention is required by law.
A5. Security of trust portal
A5.1 Encryption. The Trust Portal uses TLS/SSL encryption for data in transit. All personal data is encrypted at rest.
A5.2 Access Controls. Access to the Trust Portal is restricted to authenticated users. Niswey and Scrut maintain access logs and audit trails.
A5.3 Incident Reporting. In the event of a security breach affecting Trust Portal data, Niswey will notify affected users within 72 hours in accordance with GDPR requirements.
A6. Acceptable use
You agree not to:
- Attempt to gain unauthorized access to the Trust Portal or Scrut's systems;
- Share Trust Portal access credentials with unauthorized parties;
- Scrape, crawl, or extract data from the Trust Portal;
- Interfere with the functioning of the Trust Portal;
- Use the Trust Portal for any unlawful purpose.
A7. Scrut platform terms
By accessing the Trust Portal on Scrut's platform, you also agree to comply with Scrut's Terms of Service and Privacy Policy. In the event of a conflict between this Addendum and Scrut's terms, Niswey's terms shall govern the relationship between you and Niswey regarding our Services.
A8. Requests & support
For requests to access, correct, or delete your personal data on the Trust Portal, contact Niswey at dpo@niswey.com. We will respond to such requests within 30 days or as required by applicable law.
For questions or clarifications regarding these Terms of Service or the Trust Portal Addendum, please contact:
Niswey Technologies Private Limited
Email: dpo@niswey.com
Website: www.niswey.com
Last Updated: September 2026
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