Kirayo Terms of Service
Part I Terms of Service Definitions and Interpretation
1. Contract and acceptance. These Terms of Service and the Privacy Policy form a binding electronic record between the User and Codepth IT Solutions Private Limited, CIN U62099UP2023PTC193972, registered at Bhukhand No. C-46, Sector CS, Aliganj Yojna, Aliganj, Lucknow, Uttar Pradesh 226024 (“Codepth”, “Kirayo”, “we”, “us” or “our”). Selecting the acceptance checkbox and button signifies affirmative electronic assent, including for section 10A of the Information Technology Act, 2000. The accepted version, timestamp and platform may be retained as evidence. Material revisions will be presented for fresh acceptance. An Owner-Resident accommodation agreement remains separate and does not bind Codepth.
6. Defined roles. “Account” means the authenticated profile used to access the Platform. “Owner” means the person or entity that subscribes to, configures or administers a Property workspace. “Manager” means a person invited by an Owner and granted specified permissions. “Resident” means an occupant, tenant, licensee, guest or proposed occupant whose records are managed through a Property workspace. “Enquirer” means a person who submits information through a public Property listing. “User” means an Owner, Manager or Resident and, where context requires, an Enquirer. “Property” means an accommodation business, premises or portfolio managed through Kirayo. “Property Content” means information, documents, instructions and communications uploaded, generated or administered for a Property.
7. Other definitions. “Applicable Law” means every statute, rule, regulation, direction, binding governmental order and judicial requirement applicable to the relevant Party or activity. “Personal Data”, “Data Principal”, “Data Fiduciary”, “Data Processor”, “Consent Manager” and “personal data breach” have the meanings assigned by applicable Indian data-protection law. “Service Provider” means a third party engaged to process information or perform supporting services. “Intellectual Property Rights” include copyrights, database rights, patents, trademarks, trade names, designs, trade secrets, know-how and analogous rights, registered or unregistered.
8. Interpretation. References to “including” or “includes” are illustrative and without limitation. The singular includes the plural and vice versa; gendered expressions include all genders; references to a law include amendments and subordinate legislation; and “written” includes verifiable electronic communication. An obligation not to do an act includes an obligation not to authorise, facilitate or knowingly permit it. If a provision is subject to “Applicable Law”, it operates only to the maximum lawful extent.
9. Agency and authority. An individual accepting for an organisation represents and warrants that the individual has actual authority to bind it. An Owner is responsible for determining who may act as its Manager and for each permission granted. No Owner, Manager or Resident is Codepth’s employee, partner, franchisee, legal representative or agent. Codepth supplies software and related services; it does not operate, possess, inspect, let or manage any Property merely because that Property uses the Platform.
10. Independent property relationship. Codepth is not a party to the accommodation relationship, does not guarantee title, licensing, habitability, availability, food, utilities, services, payment, conduct or legal compliance at any Property, and does not act as broker, estate agent, landlord, tenant or guarantor. Owners and Residents must independently verify the Property, counterparty and applicable tenancy, licence, municipal, fire, safety, tax and registration requirements.
Eligibility Children Accounts and Authentication
11. Eligibility. A User must have legal capacity to enter the relevant contract. An adult accepting for a company, association or other person must be duly authorised. The Platform is not directed to children for independent use. A person under eighteen years must not self-register or independently accept these Terms. Where a Resident is a child, the Owner must notify Codepth through the designated workflow, and processing may occur only after verifiable consent of an identifiable parent or lawful guardian and any additional safeguards required by Applicable Law.
12. Owner duties concerning children. Before entering a child’s Personal Data, an Owner shall: (a) establish a lawful purpose and appropriate authority; (b) provide the applicable notice to the child and parent or guardian in clear language; (c) obtain and retain verifiable parental or guardian consent where required; (d) avoid behavioural monitoring, tracking or targeted advertising prohibited by law; and (e) promptly instruct Codepth to restrict or erase data where authority expires. Codepth may refuse, suspend or restrict a child Account unless adequate verification is completed.
13. Account information. Users shall provide accurate, current and complete information and keep it updated. An email address or mobile number may be used for invitations, verification, security, service communications and recovery. Accounts are personal and may not be transferred, sold, shared or used by an unauthorised person. The Owner is responsible for promptly revoking a Manager’s or former staff member’s access and for maintaining an independent record of authorised administrators.
14. Credentials and security. Users shall protect passwords, one-time codes, session tokens and devices; use reasonable device locks; sign out on shared devices; and notify support@kirayo.in promptly of suspected compromise. A User is responsible for activities performed through the Account to the extent attributable to the User’s acts or omissions, subject to non-excludable law and Codepth’s security obligations. Codepth may require re-authentication, rotate sessions, impose rate limits or temporarily restrict access where reasonably necessary to protect Users or the Platform.
15. Verification and refusal. Codepth may verify identity, authority, organisation information, contact details or payment status, and may request proportionate supporting material. Verification is a risk-control measure, not a certification of character, solvency, title or legal status. We may reject registration or access where information is materially inaccurate, consent is absent, use presents material security or legal risk, or the Platform is unavailable in the relevant location.
16. Account communications. Notices concerning security, legal terms, privacy, service availability and material Account administration are transactional and may be sent by in-app message, push notification, email or other contact supplied by the User. Marketing communications, if any, will be separately identified and governed by applicable consent and opt-out requirements.
Owner Manager and Resident Responsibilities
17. Owner control. The Owner controls its Property workspace, decides what Property Content is entered, identifies Residents and Managers, configures permissions, determines rent and other charges, confirms payments and administers accommodation documents. The Owner shall use the Platform only for a lawful Property under its ownership, authority or management and shall maintain all registrations, licences, approvals, safety measures and records required for that Property.
18. Data and notice duties. The Owner warrants that it has a lawful basis and appropriate authority to provide every person’s information to Kirayo; has delivered all legally required notices; will obtain consent wherever consent is the applicable ground; will honour objections, withdrawal and rights requests; and will not direct Codepth to process data contrary to Applicable Law. The Owner remains responsible for information entered about Residents, guardians, staff, payers, Enquirers and other individuals.
19. Manager permissions. A Manager may act only within permissions granted by the Owner. Permission labels are functional access controls, not legal delegations. An Owner remains responsible for its Managers’ use, configuration and instructions. A Manager shall not attempt to infer, export or access information outside assigned duties and shall preserve the confidentiality of resident, financial, identity and Property information.
20. Resident responsibilities. A Resident shall review charges and records, promptly report material errors, upload only authentic documents, use payment-reporting features honestly, respect notices and reasonable Platform rules, and communicate disputes to the Owner. A Resident’s acknowledgement of a Platform notice does not waive statutory tenancy, consumer or privacy rights. Reporting a payment does not establish that funds were received; confirmation is controlled by the recipient Owner or relevant regulated payment provider.
21. Enquiries. Public listing information is supplied by the Owner. An Enquirer submitting a form authorises transmission of the enquiry to the listed Owner and its authorised Managers for responding to that enquiry. The Owner must use enquiry data only for the disclosed accommodation purpose, avoid unsolicited marketing without a lawful basis, and erase or anonymise data when no longer needed, subject to legal retention.
22. Cooperation. Each User shall provide reasonable information needed to investigate a security event, rights request, payment discrepancy, unlawful content allegation or regulatory inquiry. Nothing requires disclosure that would waive legal privilege or contravene law. Codepth may preserve relevant records while a bona fide dispute, investigation, legal hold or statutory retention obligation remains pending.
Service Scope Availability and Changes
23. Licence to use. Subject to these Terms and payment of applicable charges, Codepth grants the User a limited, revocable, non-exclusive, non-transferable and non-sublicensable licence during the authorised term to access and use the Platform solely for its intended accommodation-management or resident-facing purpose. No source code, ownership interest or implied licence is transferred.
24. Functional scope. Depending on role, configuration and release, the Platform may support property and resident records, rooms and beds, rent schedules, charges, payment reporting, receipts, document generation, identity-verification workflows, staff permissions, notices, requests, meal status, expenses, listings, enquiries, service communications and diagnostic telemetry. A feature described in promotional material or these Terms may be unavailable, disabled, experimental, jurisdiction-specific or subject to additional terms.
25. Availability. We will use commercially reasonable efforts to make the Platform available, but continuous, uninterrupted or error-free operation is not promised. Maintenance, telecommunications failure, cloud-provider failure, force majeure, cyber incident, governmental action or urgent remediation may affect access. Users should maintain appropriate independent copies of legally or operationally critical records and should not rely on Kirayo as the sole emergency, accounting, legal or safety system.
26. Changes. We may add, modify, replace, suspend or discontinue features for security, legal, technical, commercial or usability reasons. Where a change materially diminishes a paid core feature during a committed subscription term, the Owner’s exclusive contractual remedy, subject to mandatory law, is a proportionate service credit or termination and refund of prepaid fees attributable to the materially affected unused period. Free, beta, preview or dormant features may be changed without compensation.
27. Support. Reasonable support is available through support@kirayo.in and the published support channels. Support response times are targets unless a signed order form states a service level. Support personnel may access relevant Account information only as reasonably necessary to authenticate the requester, diagnose the issue, prevent misuse or provide the requested assistance, subject to access controls and the Privacy Policy.
28. Beta and automated features. A beta, preview, automatically generated suggestion, matching result or template may be incomplete or inaccurate. The User must independently validate outputs before relying on them for money, identity, legal rights, tax, safety or accommodation decisions. Codepth may withdraw beta access at any time and may use de-identified operational feedback to improve the Platform.
Property Records Content and Generated Documents
29. Property Content ownership. As between Codepth and the relevant User, the User or Owner retains rights in lawfully supplied Property Content. The User grants Codepth and its Service Providers a worldwide, non-exclusive, royalty-free licence, for the term of processing and applicable retention, to host, reproduce, transform, transmit and display Property Content only to provide, secure, support and comply with law in relation to the Platform.
30. Content warranties. A User uploading or directing use of Property Content represents that the content is accurate to the User’s knowledge; does not infringe another person’s Intellectual Property Rights, privacy, confidentiality or contractual rights; is not fraudulent, defamatory, obscene, malicious or unlawful; and may lawfully be processed for the stated purpose. The User shall not upload unnecessary identity documents, full payment-card credentials, account passwords, private communications or special-category information unrelated to accommodation management.
31. Records and audit trail. Kirayo may record creation, amendment, confirmation and deletion events to support integrity, security, support and dispute resolution. An audit entry indicates that a Platform event occurred; it does not conclusively prove the truth of the underlying statement, receipt of money, identity of an unauthorised actor or validity of a legal instrument. Parties should preserve bank records, signed agreements and statutory originals independently.
32. Generated receipts. A receipt, ledger entry or payment status is generated from information supplied or confirmed by the Owner, Resident or payment provider. Codepth does not independently audit the underlying transaction and does not warrant that tax treatment, accounting classification, narration or payer identity is correct. The Owner is the issuer of a Property receipt unless the document expressly states otherwise.
33. Generated accommodation agreements. Templates and generated clauses are administrative tools and general information, not legal advice or a representation that a document is complete, enforceable, properly stamped, registered or suitable for a particular State, Property or relationship. The Owner and Resident must obtain independent advice, select lawful clauses, verify party details, pay applicable stamp duty and complete registration or notarisation where required. Codepth is not a party, witness, escrow agent or adjudicator merely because the Platform creates, stores or transmits a document.
34. Signature assets. An Owner uploading a signature image, seal or logo warrants authority to use it and shall restrict administrator access. Application of such an asset at the Owner’s direction does not constitute Codepth’s attestation. Users must not apply a signature or seal deceptively, outside authorised documents or after authority is revoked.
Rent Charges Payments and Receipts
35. Direct rent payment. Unless an integrated payment feature expressly states otherwise, rent, deposit and Property charges are paid directly by the Resident to the Owner’s designated bank account, UPI identifier or in cash. Codepth does not receive, hold, pool, transmit, settle or safeguard those funds. A displayed payment instruction is supplied by the Owner; the Resident must verify beneficiary details before payment.
36. Payment reporting. A Resident may report a payment and upload a reference or proof. The report is provisional until confirmed by the Owner or reconciled through an authorised provider. The Owner shall verify actual receipt before confirmation. Neither a screenshot nor a Platform status overrides an authoritative bank or regulated-payment record. Users shall promptly report duplicate, mistaken, fraudulent or unauthorised entries.
37. Charges and late fees. Rent, utility charges, meal charges, deposits, deductions, due dates, grace periods and late-fee rules are determined by the Owner and the applicable accommodation agreement, not by Codepth. The Owner is solely responsible for ensuring that charges are contractually agreed, accurately calculated, lawful, non-penal and properly disclosed. Kirayo may automate arithmetic or reminders but does not determine entitlement or enforceability.
38. Platform and verification fees. Codepth may charge disclosed subscription, service or identity-verification fees. A regulated third-party payment provider may collect such fees under its own terms. Codepth shall display the amount and applicable taxes before payment. Except where law, provider rules or a written refund policy requires otherwise, a fee for a completed verification or consumed service is non-refundable; a failed or duplicate charge will be investigated and corrected through the applicable provider process.
39. Integrated payments. If an optional in-app payment facility is activated, the payment provider, acquiring bank and payment-system participants may process the transaction, conduct KYC, apply limits, settle funds and handle reversals under their terms and Applicable Law. Activation may require Owner onboarding. Codepth’s role will be limited to the role described at the point of payment and shall not be construed as holding customer funds unless expressly stated and lawfully authorised.
40. Taxes and disputes. Each Party is responsible for its own taxes, invoices, reporting and records. Payment disputes concerning rent or Property charges are between Owner and Resident; disputes concerning a Codepth fee may be sent to support@kirayo.in. Chargebacks, refunds and reversals remain subject to provider and network rules. Nothing in this clause limits a consumer’s non-waivable statutory remedy.
40A. Subscription fairness. Owner plans, renewal, billing period, taxes, cancellation and material price changes will be disclosed before purchase or renewal. Prepaid fees are refundable where required by law, for duplicate payment or material failure of a paid service. Trials will not convert to paid plans without the disclosure and consent required by law. These Terms supplement and do not derogate from non-waivable consumer rights.
Identity Verification and Aadhaar Offline Verification
41. Purpose and voluntariness. Identity-verification features help an Owner verify a Resident for lawful accommodation, safety and record-management purposes. Unless Applicable Law specifically requires a particular identifier, Aadhaar must not be made the sole mandatory means where an appropriate alternative is legally required. The Owner shall explain the purpose, available alternatives and consequences of refusal before initiating verification.
42. Permitted workflow. A Resident may provide a UIDAI-signed offline Aadhaar XML, secure QR or e-Aadhaar document obtained directly from UIDAI, or use an authorised verification provider such as a DigiLocker-based workflow. Kirayo may validate the digital signature and extract only information presented in the workflow, such as name, date of birth, gender, address, photograph and masked or last-four-digit identifier. Kirayo does not request the full Aadhaar number or Aadhaar OTP for this workflow.
43. Source-file deletion and minimisation. The source Aadhaar file supplied for offline verification is intended to be deleted after validation and extraction of the permitted data. Users shall not upload an unmasked Aadhaar image through an unrelated field. The Owner shall not print, export, disclose or reuse verification information except for the stated lawful purpose and shall apply any masking, consent, retention and security requirements imposed by the Aadhaar Act, applicable regulations and UIDAI directions.
44. Consent and presence. Where a Manager assists in person, the Manager must confirm that the Resident is present, has received the notice, has chosen the verification route and has consented where consent is required. Consent must be free, specific, informed, unconditional and unambiguous, capable of proof and capable of withdrawal for future processing as provided by law. Withdrawal does not invalidate processing lawfully completed before withdrawal or defeat a separate legal retention duty.
45. No substantive guarantee. Verification indicates only that specified information or a digital signature passed the selected technical checks at the relevant time. It does not guarantee that a person is trustworthy, entitled to occupy a Property, financially capable, free from criminal history or identical to a person outside the verification session. Owners must use proportionate human review and must not make unlawful or discriminatory decisions.
46. Prohibited conduct. Users must not reconstruct, seek or store a full Aadhaar number; share verification data publicly; use it for profiling, advertising or unrelated purposes; circumvent masking; retain the source file contrary to the workflow; or compel verification through misleading statements. Codepth may block the feature and preserve evidence where misuse is reasonably suspected.
Notices Reminders and Communications
47. Service communications. Kirayo may send invitations, security alerts, receipts, agreement links, payment confirmations, rent reminders, operational notices and support messages by push notification, in-app notice, email, SMS or WhatsApp, depending on configuration and availability. Communications may include limited Property, amount, due-date or document information necessary for the selected purpose. Users should protect lock-screen privacy and keep contact details current.
48. Owner responsibility. The Owner determines many Resident-facing notices and warrants that each message is accurate, relevant, proportionate and authorised under the accommodation relationship and Applicable Law. The Owner shall not use Kirayo for harassment, coercion, unlawful recovery, threats, discriminatory content, spam or unsolicited promotion. Automated reminders do not authorise contact at unreasonable hours or frequency.
49. Push and spoken reminders. Push notifications may be integral to timely rent, safety, document and Account communications. Where the app offers spoken text-to-speech reminders, speech is generated on the device and should respect device silent and do-not-disturb controls. A User should receive prominent information about the feature before activation and should have controls required by Applicable Law or app-store policy. A loss of optional functionality resulting from disabled notifications must be proportionate and clearly disclosed.
50. WhatsApp and third-party channels. WhatsApp communications use an external channel governed by the recipient’s and provider’s terms. A Resident may use the available profile control to opt out of optional WhatsApp delivery; essential notices may remain available in-app or by another lawful channel. Owners shall obtain and preserve any consent required for template messages, and Codepth may impose volume, content, time-of-day and cost controls.
51. Commercial communications. Neither acceptance of these Terms nor provision of a phone number constitutes blanket consent to advertising or unrelated commercial messages. Marketing requires a separate lawful basis and must honour applicable preference registers, opt-outs and platform policies. Transactional messages shall not be disguised advertising.
52. Delivery limitations. Electronic delivery may fail because of network, device, inbox, provider, number reassignment, blocking or configuration. A displayed “sent”, “delivered” or similar status is informational and not conclusive legal proof. Owners must use any legally prescribed mode for notices that cannot validly be given solely through the Platform.
Acceptable Use Intellectual Property and Third Parties
59. Acceptable use. No User shall: breach law or another person’s rights; access another Property or Account without authorisation; probe, scan, overload or disrupt systems; bypass authentication or usage controls; introduce malware; scrape or systematically extract data; reverse engineer except where non-waivable law permits; automate access through an unapproved interface; forge records; upload unlawful content; or use the Platform to facilitate harassment, discrimination, fraud, unlawful eviction or coercive collection.
60. Enforcement. We may investigate suspected misuse using proportionate technical and account information, remove or restrict unlawful material, preserve evidence, notify the affected Owner, and cooperate with lawful authorities. Action will consider severity, recurrence, risk and available explanation. Where practicable and safe, we will provide notice and an opportunity to remedy before material suspension.
61. Kirayo rights. The Platform, software, interface, documentation, selection and arrangement of content, trademarks, logos and improvements are owned by Codepth or its licensors. “Kirayo” and associated branding may not be used to imply endorsement, partnership or certification. Feedback may be used without restriction or payment, provided it does not identify a person or disclose the User’s confidential information.
62. Third-party services. Cloud hosting, authentication, messaging, payment, verification, distribution and device functionality may be provided by third parties. Their separate terms may apply directly to the User. Codepth is responsible for selecting and overseeing its processors as required by law, but does not control a third-party service used independently by the User. Links do not constitute endorsement.
63. Open-source components. Software may include components licensed under open-source terms. Those terms govern the relevant component and prevail to the extent they grant rights that these Terms cannot restrict. Required notices may be made available in the app or documentation.
64. Takedown and complaints. A rights holder or affected person may report allegedly unlawful content to support@kirayo.in with identification, the specific material, legal basis, good-faith statement and supporting evidence. We may request verification, forward the complaint to the responsible User where lawful, restrict access, preserve records and restore material after review. This process does not waive any statutory intermediary defence or obligation.
Confidentiality Security and Compliance
65. Confidential information. Non-public business, technical, financial, resident and security information disclosed through the Platform is confidential. A recipient shall use it only for the authorised purpose, restrict it to persons with a need to know, protect it with reasonable care and not disclose it except with authority or as required by law. This clause does not cover information lawfully public, already known without restriction, independently developed or lawfully received from another source.
66. Security programme. Codepth will maintain reasonable technical and organisational safeguards appropriate to the nature, volume and risks of processing. Safeguards may include encryption in transit and at rest, authentication, role-based access, limited-duration document links, logging, recovery controls, vulnerability management, backups, personnel access restrictions and incident procedures. No security measure eliminates all risk, and this description is not a warranty against every attack.
67. User security duties. Owners shall apply least privilege, review Manager access, remove departed personnel, verify exports, secure endpoints and avoid placing confidential data in free-text fields unnecessarily. Users shall not disclose verification documents or payment evidence through insecure channels when an approved workflow exists. A Party that discovers exposure must act promptly to contain it and cooperate with reasonable remediation.
68. Incidents. Users must report suspected compromise to support@kirayo.in without unreasonable delay and include available facts without transmitting additional sensitive data. Codepth will assess, contain, investigate and document incidents; notify affected persons and competent authorities when required; and provide information reasonably needed for an Owner’s legally required response. Statutory reports may be made within prescribed timeframes even while investigation continues.
69. Legal requests. Codepth may disclose or preserve information where reasonably necessary to comply with Applicable Law, binding process, regulatory direction or protection of legal rights, safety and security. Where lawful and appropriate, we will seek proportionate requests and notify the affected User. We do not undertake to contest every request.
70. Compliance allocation. Each Party remains independently responsible for laws applicable to its own business, Property, employment, accommodation, tax, consumer, messaging and recordkeeping activity. Codepth’s provision of configurable tools does not transfer the Owner’s statutory duties or constitute monitoring of every configuration.
Disclaimers Liability and Indemnity
71. Statutory savings. Nothing in these Terms excludes liability or a remedy that cannot lawfully be excluded or limited, including liability arising from fraud, fraudulent misrepresentation, wilful misconduct, or any other category protected by mandatory law. Every disclaimer and limitation is severable and applies only to the maximum extent permitted.
72. Disclaimer. Except for express commitments in these Terms and mandatory warranties, the Platform is provided on an “as available” basis. Codepth disclaims implied warranties of merchantability, fitness for a particular purpose, title, non-infringement, uninterrupted availability and accuracy. Codepth does not warrant a Property, counterparty, rent entry, payment, identity result, generated document, legal outcome, message delivery or third-party service.
73. Excluded loss. To the extent permitted by law, neither Party is liable to the other under contract, tort, negligence, statute or otherwise for indirect, incidental, special, exemplary or consequential loss; loss of profit, revenue, goodwill, opportunity or anticipated savings; or loss of data that reasonable backups would have prevented, whether or not advised of the possibility. This exclusion does not apply to a User’s infringement, unlawful data use, confidentiality breach or payment obligation.
74. Liability cap. Subject to clause 71, Codepth’s aggregate liability arising from the Platform during any twelve-month period shall not exceed the greater of: (a) fees actually paid to Codepth by the claimant for the affected service during the preceding twelve months; or (b) INR 5,000 where the claimant paid no such fee. The cap applies collectively to related claims and is not multiplied by Users, events or causes of action. A court may reduce or disregard this limitation where mandatory law requires.
75. Indemnity. An Owner shall defend and indemnify Codepth and its officers against third-party claims, penalties and reasonable costs arising from the Owner’s or its Managers’ unlawful Property Content, lack of authority or notice, unlawful charges or messaging, Property operations, accommodation dispute, or breach of clauses 17 to 22, except to the extent caused by Codepth’s breach, negligence or wilful misconduct. Codepth shall give reasonable notice and control of defence, subject to approval of any settlement imposing non-monetary obligations on Codepth.
76. Allocation rationale. The limitations reflect the Platform’s role as configurable software, the fees charged, the availability of independent records and the Parties’ ability to insure operational risks. They survive termination and apply to the fullest lawful extent without limiting privacy, consumer or other non-waivable rights.
Suspension Termination Export and Disputes
77. Suspension. Codepth may proportionately restrict or suspend access for material breach, non-payment, suspected compromise, unlawful content, absence of required consent, risk to another person or the Platform, binding governmental request, or urgent maintenance. Where practicable, notice will state the reason and available cure. Emergency action may occur first where delay would create material risk.
78. Termination. A User may cease use and request Account closure. An Owner may terminate according to its subscription. Codepth may terminate for uncured material breach after reasonable notice, repeated breach, illegality, insolvency, discontinuation of the service, or a risk that cannot reasonably be mitigated. Termination of an Owner workspace may end Manager and Resident access to that workspace but does not determine the underlying accommodation relationship.
79. Data at exit. Before termination, the Owner should export records available through standard functions. Subject to rights of Residents, legal holds and statutory retention, Codepth may provide a limited retrieval period and thereafter erase or de-identify data under the Privacy Policy and processor instructions. Backups may persist until ordinary rotation. We may withhold an export only where necessary to protect another person, comply with law or resolve a bona fide security issue; non-payment alone will not justify withholding data where prohibited by law.
80. Survival. Accrued payment obligations and provisions concerning ownership, confidentiality, records, disclaimers, liability, indemnity, dispute resolution, privacy retention and interpretation survive to the extent necessary to give them effect.
81. Good-faith resolution. Before commencing formal proceedings, a Party shall send a written dispute notice to the other, describe the facts and requested relief, and allow thirty days for good-faith resolution. This does not prevent urgent injunctive relief, a statutory complaint, consumer-forum filing, data-protection remedy or action needed to preserve limitation.
82. Governing law and arbitration. These Terms are governed by Indian law. Subject to non-waivable consumer and statutory forums, unresolved contractual disputes shall be referred to a sole arbitrator mutually appointed under the Arbitration and Conciliation Act, 1996; failing agreement, appointment may be sought under that Act. The seat and venue are Lucknow, Uttar Pradesh, proceedings are in English, and the award must give reasons. Courts at Lucknow have jurisdiction for supervisory and non-arbitrable matters, subject to mandatory venue rights.
83. General. Neither Party is liable for delay caused by events beyond reasonable control, except payment already due and duties capable of performance. The User may not assign these Terms without consent; Codepth may assign them with the business or by corporate reorganisation on notice, without reducing rights. Invalid provisions are narrowed or severed. Waiver must be express. These Terms constitute the entire agreement concerning the Platform, subject to the precedence clause.