Terms of Service

1. About These Terms

These Terms of Service (“Terms”) govern access to and use of the websites, cloud services, applications, APIs, integrations and related services made available by Geckolyst Solutions Private Limited (“Geckolyst”, “we”, “us” or “our”). The organisation or person accessing or using the services is referred to as the “Customer” or “you”.

These Terms apply together with any order form, subscription document, statement of work, service-level agreement (“SLA”), data processing agreement (“DPA”) or other written agreement accepted by the parties. Where a signed agreement expressly conflicts with these Terms, the signed agreement will prevail for that conflict. An order form governs the commercial details of the services ordered under it.

If you accept these Terms on behalf of an organisation, you represent that you are authorised to bind that organisation. If you do not agree to these Terms, do not access or use the services.

2. Definitions

• “Services” means Geckolyst's software, hosted products, features, APIs, documentation and support made available to the Customer.
• “Customer Data” means data, content, files, survey responses, contact lists, recordings, transcripts, tickets, feedback and other information submitted to or processed through the Services by or for the Customer.
• “Authorised Users” means the Customer's employees, contractors or other individuals whom the Customer permits to use the Services.
• “Documentation” means the user guides, technical materials and service descriptions made available by Geckolyst.
• “Order Form” means an order, proposal, subscription record or other written document accepted by the parties that identifies the Services, fees, subscription term or other commercial terms.

3. Accounts and Access

The Customer must provide accurate account and contact information, keep account credentials secure, and promptly notify Geckolyst if it suspects unauthorised access. The Customer is responsible for managing Authorised Users, permissions and activity conducted through its accounts.

The Customer must ensure that Authorised Users comply with these Terms and must not knowingly share credentials in a way that bypasses user limits or access controls. Geckolyst may use reasonable technical and organisational measures to protect accounts and the Services.

4. Permitted Use and Restrictions

The Customer may use the Services for its lawful business purposes in accordance with these Terms, the applicable Order Form and the Documentation.

The Customer must not, and must not permit another person to:

• use the Services in violation of applicable law, privacy rights or third-party rights;
• attempt unauthorised access to the Services, related systems or another customer's data;
• interfere with the security, integrity or availability of the Services or introduce malicious code;
• reverse engineer, decompile or attempt to derive source code from the Services, except to the extent such restriction is prohibited by law;
• copy, resell, lease, sublicense or commercially exploit the Services except as expressly authorised in writing;
• circumvent usage limits, access controls or security measures; or
• use the Services to send unlawful, deceptive, unsolicited or otherwise prohibited communications.

Geckolyst may investigate suspected violations and take reasonable and proportionate action consistent with these Terms and applicable law.

5. Customer Data, Ownership and Responsibilities

As between the parties, the Customer retains its rights in Customer Data. The Customer grants Geckolyst a limited, non-exclusive right to host, copy, transmit, process and otherwise use Customer Data only as reasonably necessary to provide, secure, maintain and support the Services, comply with law, and perform the parties' agreement.

The Customer is responsible for the lawfulness, accuracy and quality of Customer Data and for obtaining all notices, permissions, consents and other legal bases required to collect and submit it and to instruct Geckolyst to process it. This includes any customer, employee, survey respondent or call participant data, audio recordings, transcripts, contact lists and data imported through integrations.

The Customer must not submit sensitive or regulated information unless the Services and the parties' written arrangements are suitable for that information. The Customer remains responsible for its notices, consent processes, retention decisions and responses to individuals, except where the parties expressly agree otherwise in writing.

Geckolyst may process service usage and operational data to operate, secure, support and maintain the Services. Any use of aggregated or de-identified information must comply with applicable law and must not identify the Customer or an individual where the information is represented as de-identified.

6. Privacy and Data Processing

6.1 Privacy Policy

Geckolyst's collection, use and processing of personal information in connection with its websites, Services and business operations shall be governed by its Privacy Policy. The Privacy Policy shall be read together with these Terms and any applicable Data Processing Agreement (“DPA”). In the event of any inconsistency concerning the processing of Customer Data, the provisions of the applicable DPA shall prevail.

6.2 Roles and Responsibilities of the Parties

The parties acknowledge that their respective roles and responsibilities under applicable data protection and privacy laws shall depend on the nature and purpose of the relevant processing activity.

To the extent that Geckolyst processes Personal Data on behalf of the Customer and in accordance with the Customer's documented instructions, the Customer shall be responsible for determining the purposes and means of such processing and shall act as the Data Fiduciary or equivalent data controller, as applicable. Geckolyst shall act as the Data Processor or equivalent data processor in respect of such processing.

Where Geckolyst independently determines the purposes and means of processing Personal Data, including in connection with its own website, account administration, billing, security, service improvement and business operations, Geckolyst shall be responsible for complying with the obligations applicable to it in respect of such processing.

Nothing in these Terms shall be construed as altering the statutory responsibilities imposed on either party under applicable data protection laws.

6.3 Customer's Data Protection Obligations

The Customer shall be responsible for ensuring that its collection, use, disclosure and submission of Personal Data through the Services comply with all applicable data protection, privacy and information security laws and regulations.

Without limiting the foregoing, the Customer shall:

1. ensure that it has a valid legal basis for collecting and processing Personal Data and for providing such data to Geckolyst;
2. provide all notices and obtain all consents, permissions or authorisations required under applicable law before submitting Personal Data to the Services;
3. ensure that its instructions to Geckolyst concerning the processing of Personal Data are lawful and do not require Geckolyst to violate applicable law;
4. ensure that individuals whose Personal Data is collected through surveys, feedback mechanisms, customer interactions, call recordings, transcripts or other communication channels are provided with legally required notices and information;
5. respond to requests made by individuals in relation to their Personal Data, including requests for access, correction, erasure, withdrawal of consent and grievance redressal, to the extent such responsibilities rest with the Customer;
6. ensure that Personal Data submitted to the Services is accurate, relevant and limited to what is reasonably necessary for the intended purpose; and
7. promptly notify Geckolyst of any change in processing instructions, withdrawal of consent or other circumstance that may affect the lawful processing of Personal Data through the Services.

The Customer shall not submit sensitive, confidential or specially regulated categories of information unless the relevant Services are suitable for such processing and the parties have agreed to the necessary contractual and technical safeguards in writing.

6.4 Geckolyst's Data Processing Obligations

Where Geckolyst acts as a Data Processor on behalf of the Customer, Geckolyst shall:

1. process Personal Data only in accordance with the Customer's documented and lawful instructions, including instructions contained in the applicable Order Form, DPA or other written agreement;
2. ensure that persons authorised to process Personal Data are subject to appropriate confidentiality obligations;
3. implement and maintain reasonable technical and organisational security measures designed to protect Personal Data against unauthorised access, disclosure, alteration, loss, destruction or misuse;
4. provide reasonable assistance to the Customer, taking into account the nature of the processing and information available to Geckolyst, in responding to requests from individuals and meeting the Customer's applicable data protection obligations;
5. notify the Customer without undue delay upon becoming aware of a Personal Data Breach affecting Customer Data and provide reasonably available information necessary to investigate, assess and address the incident;
6. not retain, use or disclose Personal Data except as necessary to provide the Services, comply with applicable law or as otherwise authorised by the Customer in writing; and
7. upon termination or expiry of the applicable Services, return or delete Personal Data in accordance with the applicable DPA and the provisions of these Terms.

6.5 Sub-processors and Third-Party Processing

Geckolyst may engage third-party service providers, hosting providers, cloud infrastructure providers, analytics providers and other subprocessors to assist in providing the Services.

Where such third parties process Personal Data on behalf of the Customer, Geckolyst shall ensure that appropriate contractual obligations relating to confidentiality, data protection and security are imposed on such subprocessors, consistent with the obligations applicable to Geckolyst under the relevant DPA.

Geckolyst shall remain responsible for the performance of its contractual obligations concerning such processing, subject to the terms of the applicable agreement and applicable law.

6.6 Cross-Border Transfers and Data Storage

Personal Data may be stored or processed in India or in other jurisdictions, subject to applicable data protection laws and any specific contractual restrictions agreed between the parties.

Where Personal Data is transferred outside India or otherwise made accessible to a third party in another jurisdiction, such transfer shall be subject to applicable legal requirements, including any restrictions or conditions imposed by the Government of India or other competent authorities.

The Customer shall not impose additional geographical or data residency restrictions unless such restrictions have been expressly agreed with Geckolyst in writing.

6.7 Personal Data Breaches and Security Incidents

In the event of any actual or reasonably suspected unauthorised access, disclosure, alteration, loss or destruction of Personal Data processed by Geckolyst on behalf of the Customer, Geckolyst shall:

1. notify the Customer without undue delay after becoming aware of the incident;
2. provide details of the nature of the incident and the categories of Personal Data affected, to the extent reasonably ascertainable;
3. take reasonable steps to contain, investigate, mitigate and remediate the incident;
4. cooperate with the Customer in connection with any investigation, regulatory notification or communication to affected individuals, where required by applicable law; and
5. provide reasonable updates regarding the incident and the corrective measures undertaken.

The Customer shall remain responsible for making notifications to affected individuals and regulatory authorities where such obligations are imposed upon the Customer under applicable law, except to the extent otherwise agreed in writing or required by law.

6.8 Data Retention, Return and Deletion

Geckolyst shall retain Customer Data only for as long as reasonably necessary to provide the Services, fulfil contractual obligations, comply with applicable law or establish, exercise or defend legal claims.

Upon termination or expiry of the applicable subscription or Services, the Customer may request the export or return of Customer Data within thirty (30) days, unless a different period is specified in the applicable Order Form or DPA.

Following expiry of the applicable export period, Geckolyst shall delete or securely destroy Customer Data in accordance with the applicable DPA and its applicable data retention and deletion procedures, except where retention is required by law or where the information remains in routine backups pending its scheduled deletion.

Any Customer Data retained pursuant to a legal obligation or in routine backups shall remain subject to appropriate confidentiality and security protections and shall not be processed for any unrelated purpose.

6.9 Data Processing Agreement

Where required by applicable law or where the nature of the Services so warrants, the parties shall enter into a separate Data Processing Agreement setting out the detailed terms governing the processing of Personal Data, including the subject matter and duration of processing, nature and purpose of processing, categories of Personal Data and individuals concerned, processing instructions, security measures, subprocessor arrangements, breach notification, assistance obligations, audits, international transfers and data return or deletion.

In the event of any inconsistency between this Section and an applicable DPA concerning the processing of Personal Data, the DPA shall prevail to the extent of such inconsistency.

6.10 Compliance with Applicable Data Protection Laws

Each party shall comply with the data protection, privacy and information security laws applicable to its respective activities and obligations under these Terms, including any applicable Indian or foreign data protection legislation.

The parties shall reasonably cooperate with each other in implementing changes to their respective processing activities and contractual arrangements as may be necessary to comply with applicable data protection laws, including amendments, rules, notifications and regulatory directions coming into force from time to time.

7. Security and Service Availability

Geckolyst will maintain reasonable administrative, technical and organisational safeguards designed to protect the Services and Customer Data, taking account of the nature of the Services and the risks involved. No internet-connected service can be guaranteed to be completely secure or uninterrupted.

The Customer is responsible for its own devices, networks, credentials, endpoint security and configuration choices, and for following reasonable security instructions communicated by Geckolyst.

Availability commitments, maintenance windows, support hours, response targets, service credits and exclusions apply only if set out in an SLA or Order Form. If no SLA is agreed, Geckolyst will use commercially reasonable efforts to maintain the Services but does not promise a specific uptime percentage or response time.

Geckolyst may temporarily suspend or restrict access where reasonably necessary to address a security risk, legal requirement, material threat to the Services, or material breach of these Terms. Where practicable, Geckolyst will provide notice and an opportunity to remedy the issue. A suspension will be limited to what is reasonably necessary in the circumstances.

8. Fees, Invoicing and Taxes

The Customer will pay the fees specified in the applicable Order Form or other accepted commercial proposal. Unless otherwise agreed in writing, fees are exclusive of applicable taxes, duties and levies, which the Customer must pay except for taxes imposed on Geckolyst's net income.

Payment currency, invoice frequency, due dates, late-payment charges, billing disputes, renewal pricing and usage-based charges will be as stated in the applicable Order Form or accepted commercial terms. The Customer must raise any good-faith invoice dispute promptly and pay undisputed amounts when due.

If an undisputed amount remains overdue, Geckolyst may provide written notice and a reasonable opportunity to cure before suspending the affected Services, subject to the applicable agreement and law.

9. Usage Limits and Changes to Services

Usage metrics, limits, quotas, licensed users, transaction volumes, data volumes, API calls and other consumption measures will be described in the applicable Order Form, pricing schedule or Documentation. The Customer is responsible for monitoring its usage and remaining within its purchased entitlement.

Geckolyst may update the Services, including by adding, changing or removing features. Geckolyst will use reasonable efforts not to materially reduce a core paid functionality during a committed subscription term, except where a change is needed for security, legal compliance, third-party dependency changes or other circumstances reasonably outside its control. Where practicable, Geckolyst will provide notice of material changes.

10. Third-Party Services and Integrations

The Services may interoperate with third-party products, platforms, communication providers, cloud infrastructure, AI services or integrations. Third-party services may be governed by separate terms and privacy notices. The Customer is responsible for obtaining and maintaining required third-party accounts, permissions, licences and consents.

Geckolyst is not responsible for third-party services it does not control, including their availability, changes, data handling or acts and omissions. This does not limit Geckolyst's own obligations under the parties' agreement or applicable law.

11. Artificial Intelligence and Automated Analysis

Some Services may use machine-learning or artificial-intelligence techniques to classify, summarise, transcribe, analyse or generate insights from Customer Data. Outputs may be probabilistic, incomplete or inaccurate and should be reviewed by a suitably qualified person before being used for material decisions.

The Customer is responsible for evaluating whether an AI feature is suitable for its intended use, reviewing outputs, and meeting applicable legal obligations for notices, permissions and human oversight. The Customer must not use AI outputs as the sole basis for decisions with legal or similarly significant effects unless that use is lawful and appropriate safeguards are in place.

Geckolyst's use of Customer Data to train or improve general-purpose models, if any, will be governed by the applicable Order Form, DPA, product documentation or a separate written agreement. Geckolyst will not make a broader commitment about model training in these Terms beyond the commitments expressly set out in those applicable documents.

12. Intellectual Property

Geckolyst and its licensors retain all rights in the Services, software, Documentation, designs, technology, trademarks and related intellectual property, excluding Customer Data and materials owned by the Customer or third parties. Except for the limited right to use the Services during the applicable term, no rights are transferred to the Customer.

The Customer grants Geckolyst permission to use its name and logo only as necessary to provide the Services, unless the parties separately agree in writing to public references, case studies or marketing use.

If the Customer provides suggestions or feedback about the Services, Geckolyst may use that feedback to improve its products, provided it does not disclose Customer Confidential Information or Customer Data.

13. Confidentiality

Each party may receive non-public information from the other party that is marked confidential or should reasonably be understood to be confidential (“Confidential Information”). The receiving party will use it only to perform or exercise rights under the parties' agreement, protect it using at least reasonable care, and disclose it only to personnel, professional advisers and service providers who need to know it and are subject to confidentiality obligations.

Confidential Information does not include information that the receiving party can demonstrate is public through no breach, was already lawfully known, was independently developed without use of the confidential information, or was lawfully received from another source without confidentiality restrictions.

A party may disclose Confidential Information where legally required, to the extent permitted by law giving reasonable prior notice where practicable. These obligations continue for three years after termination of the applicable agreement. Information qualifying as a trade secret remains protected for as long as it qualifies as a trade secret under applicable law.

14. Warranties and Disclaimers

Each party represents that it has authority to enter into the applicable agreement. Geckolyst will provide the Services in all material respects as described in the applicable Order Form or Documentation.

Except for express warranties stated in a signed agreement, and to the maximum extent permitted by applicable law, the Services are provided on an “as available” basis and implied warranties are excluded. Geckolyst does not warrant that the Services will be error-free, uninterrupted, meet every Customer requirement or produce a particular business outcome. Nothing in these Terms excludes a warranty or right that cannot lawfully be excluded.

15. Indemnification

Each party will be responsible, as required by applicable law and the parties' signed agreements, for third-party claims arising from its own unlawful conduct, infringement of third-party rights, or breach of its contractual obligations. Any specific indemnity, including its scope, exclusions, claim procedure, defence control, cooperation and settlement requirements, will apply only to the extent set out in the applicable signed agreement or Order Form.

16. Limitation of Liability

To the maximum extent permitted by applicable law, neither party will be liable to the other for indirect, incidental, special, exemplary or consequential loss, or for loss of profits, revenue, goodwill or anticipated savings, arising out of or relating to the Services, even if advised that such loss was possible.

To the maximum extent permitted by applicable law, each party's total aggregate liability arising out of or relating to the Services and these Terms will not exceed the fees paid or payable by the Customer to Geckolyst for the affected Services during the twelve months immediately before the event giving rise to the claim.

The limitations in this section do not apply to liability that cannot be limited under applicable law, or to fraud or wilful misconduct. They also do not override any different liability allocation expressly agreed in a signed agreement, DPA or Order Form. The parties should expressly set out any additional exceptions or separate caps in their signed agreement.

17. Term, Renewal and Termination

The subscription term, renewal mechanics and any minimum commitment will be specified in the applicable Order Form. Either party may terminate the applicable agreement for a material breach that remains uncured thirty days after written notice, or within a shorter period where the breach cannot reasonably be cured or requires urgent action to protect security or comply with law.

Geckolyst may suspend or terminate access for serious security risks, unlawful use or non-payment, subject to applicable notice and cure requirements and the governing agreement. The Customer may terminate in accordance with the applicable Order Form or signed agreement.

On termination, the Customer's right to use the Services ends. Data export, return, deletion, backup expiry, outstanding fees and transition assistance will be handled under the DPA, Order Form or other written agreement. Geckolyst may retain information where required by law or where it remains in routine backups, subject to applicable data-protection obligations.

18. Compliance with Laws

Each party will comply with laws applicable to its performance under the agreement. The Customer is responsible for ensuring that its use of the Services, survey campaigns, communications, recordings, AI use cases and Customer Data comply with laws applicable to the Customer, including applicable privacy, data-protection, consumer-protection, telecommunications, marketing and employment laws.

Neither party is required to perform an act that would violate applicable law. The parties will reasonably cooperate on legally required requests relating to the Services, subject to confidentiality, security and applicable law.

19. Changes to These Terms

Geckolyst may update these Terms from time to time. For material changes affecting an existing paid subscription, Geckolyst will provide reasonable advance notice by email, in-product notice or another reasonable method, unless a change is required urgently for legal, security or regulatory reasons. Changes will apply from the stated effective date and will not retroactively alter an already accrued claim.

If a material change adversely affects the Customer during a committed subscription term, the parties will follow any change process in the applicable Order Form or signed agreement. Where applicable law or the parties' agreement requires express consent, continued use alone will not replace that consent.

20. Governing Law and Dispute Resolution

These Terms shall be governed by and construed in accordance with the laws of India. Subject to applicable law and any agreed dispute-resolution mechanism, the courts having competent jurisdiction at Ernakulam, Kerala, shall have exclusive jurisdiction over disputes arising out of or in connection with these Terms.

The parties will attempt in good faith to resolve disputes through discussions between authorised representatives within 30 days of issuing notice to the other party regarding the issue, before commencing court proceedings, except where urgent interim relief is reasonably necessary.

21. General Provisions

• Entire agreement: These Terms, the applicable Order Form and documents incorporated by reference form the agreement for the Services, subject to any signed master agreement.
• Order of precedence: In the event of conflict, the order of precedence is: signed amendment or master agreement; Order Form for the commercial scope it covers; DPA for personal-data processing; SLA for service levels; then these Terms and the Documentation, unless the applicable signed agreement states otherwise.
• Assignment: Neither party may assign the agreement without the other party's prior written consent, not to be unreasonably withheld, except that either party may assign it to an affiliate or in connection with a merger, reorganisation or sale of substantially all relevant assets, provided the assignee can perform the obligations and the assignment does not violate applicable law.
• Force majeure: Neither party is liable for delay or failure caused by events beyond its reasonable control, except for payment obligations for amounts already due and subject to applicable law.
• Severability: If a provision is unenforceable, the remaining provisions remain in effect to the extent permitted by law.
• No waiver: Failure to enforce a provision is not a waiver of the right to enforce it later.
• Independent parties: The parties are independent contractors. These Terms do not create a partnership, agency or employment relationship.
• Notices: Formal contractual notices must be sent to the notice contacts stated in the applicable Order Form or signed agreement. General website enquiries should not be treated as formal contractual notices unless the parties agree otherwise.
• Survival: Provisions that by their nature should continue after termination, including accrued payment obligations, confidentiality, intellectual property, disclaimers, liability, and dispute provisions, will survive to the extent necessary to give them effect.

22. Contact

For questions about these Terms, contact Geckolyst Solutions Private Limited:

Email: privacy@geckolyst.com
Website: www.geckolyst.com