This page contains the Terms and Conditions (hereinafter referred to as the “Terms”), which outline the terms of use for services provided by NxtWave Disruptive Technologies Pvt. Ltd. (hereinafter referred to as the "Service Provider" or "NxtWave") through the Topin.Tech platform (the “Platform”). These Terms govern the relationship between you (hereinafter referred to as "you," "Service Receiver," or "Customer") and NxtWave in connection with your use of the services.
These Terms constitute a legally binding agreement between you and the Service Provider. By accessing or using the Services or registering for an account on the Topin.Tech platform, you confirm your acceptance and agreement to be bound by these Terms. If you are using the Services on behalf of an entity, you agree to these Terms on behalf of that entity and represent and warrant that you have the authority to bind the entity to these Terms.
By using the Platform through the website at www.topin.tech (the “Website”), you acknowledge and agree that your use will be governed by these Terms, the Privacy Policy, Cookie Policy and any other related terms.
1.1 “Subscription Period” refers to the period during which the Service Receiver has the right to access and use the platform.
1.2 "Client" means a registered corporate entity or an educational institution.
1.3 “User Accounts” refers to the designated and agreed-upon limits or parameters granted to a user for accessing and utilizing the Platform.
2.1 The Service Receiver shall be granted the right to access and use any or all of the Service Provider’s services that include AI-based skill Assessment, AI-based Mock Interviews, AI Smart Resume, Company Specific Training Modules, Topic Level Practice Modules, Hands-on Coding Practice and Placement Automation Suite via Service Provider’s specialised Platform called Topin.Tech.
2.2 The Service Provider reserves the right to monitor the Service Receiver's use of the platform, including tracking the number of utilized User Accounts and activity levels, to ensure full compliance with these Terms.
Subject to the Terms, the Service Provider hereby grants the Service Receiver, and the Service Receiver accepts a non-exclusive, non-transferable, non-sublicensable, non-assignable license to access and use the Topin.Tech platform solely for the Service Receiver's internal assessments, training and recruitment purposes as outlined in these Terms. The license is strictly limited to the Service Receiver's own use and may not be sublicensed, assigned, or transferred to any third party without the prior written consent of the Service Provider. Any unauthorized sublicensing, assignment, or transfer of access rights shall constitute a breach of these Terms, and the Service Provider reserves the right to pursue appropriate legal or contractual remedies.
4.1 The “Services” include the Topin.Tech’s online assessment platform (“Platform”) and any other products and services provided by Topin.Tech that (a) have been applied for by the Service Receiver under the applicable subscription plan (either via the Website or otherwise) that specifies pricing and other commercial terms; or (b) are used by the Service Provider.
4.2 The Service Receiver shall be granted access to utilize the platform for training, recruitment, and employee assessments as outlined in these Terms.
4.3 The Service Provider will configure assessment/training/interview modules and provide necessary training materials.
4.4 The Service Provider shall offer ongoing technical support during the Subscription Period, including troubleshooting, user guidance, and platform updates.
5.1 The Service Receiver may request customizations specific to its requirements, which shall be analyzed by the Service Provider to determine feasibility. Any such customization shall be subject to additional fees and timelines, both of which will be determined solely by the Service Provider. Implementation of the customization will be mutually agreed upon by both parties in writing. The Service Provider reserves the right to reject any customization request at its sole discretion, without incurring any liability.
5.2 Fees for customization requests must be paid upfront or as mutually agreed upon by the Parties.
5.3 Failure to make timely payments by the Service Receiver shall result in suspension of platform access.
The Service Provider shall provide the Service Receiver with access to tools that enable candidate performance, reporting, and actionable insights to optimize the assessment process. These data analytics features are subject to the limitations and usage parameters outlined in these Terms, ensuring compliance with agreed terms and conditions.
7.1 The Service Provider shall ensure compliance with applicable data protection and security standards to safeguard candidate information.
7.2 The Service Receiver must adhere to the platform's usage policies and ensure that access is restricted to authorized personnel.
8.1. The Service Receiver agrees to provide the Service Provider with accurate, complete, and up-to-date Client information including but not limited to GST and number of users during your use of the Services. Failure to do so constitutes a breach of the Terms, which may result in termination of the Service Receiver’s account.
8.2 The Service Receiver is responsible for safeguarding the password that they use to access the Service and is accountable for all activities or actions taken using their password and/or Login OTPs. The Service Receiver agrees not to disclose their password and/or Login OTPs to any third party.
8.3 The Service Receiver must notify the Service Provider immediately upon becoming aware of any breach of security or unauthorized use of their account. The Service Receiver is responsible for preventing unauthorized access to or use of the Services through their account and will notify the Service Provider immediately of any such unauthorized access or use. The Service Provider is not liable for any loss or damage arising from any unauthorized use of the Service Receiver’s account.
9.1 The Service Receiver agrees to use the platform only within the scope of agreed-upon User Accounts and usage.
9.2 Unauthorized use by the Service Receiver, including:
During the Subscription Period, the Service Receiver will receive any updates or enhancements to the platform that are made generally available to all users. Custom feature requests may be considered at the Service Provider's discretion and, if accepted, may incur additional fees as determined by the Service Provider.
11.1 Unless agreed otherwise in writing by the Parties, the Service Receiver shall pay the Service Provider all fees along with applicable taxes in accordance with the applicable subscription plan as provided on the website portal or as agreed in the invoice (the "Fees"). The subscription plans are based on different bandwidths measured by the User Account requirement of the Service Receiver. Each User Account is to be used solely for the activities outlined in the “Scope of the Terms.”
11.2 Subscription plans have a standard duration of either twelve (12) months unless explicitly agreed otherwise in writing, and are paid in advance.
11.3 All payment obligations are non-cancelable, and Fees, once paid, are non-refundable. The Service Receiver acknowledges and agrees that no refunds will be issued, including in the event of early termination of these Terms or for any unused User Accounts within the Subscription Period.
11.4 The Subscription Period will commence only after the payment has been received in full.
12.1 The Service Receiver is authorized to use the number of User Accounts selected on the website at the time of purchase or as specified in writing, during a period of 12 months commencing from the date of payment ("Subscription Period"). Upon the expiration of the Subscription Period, these Terms will automatically renew for successive one (1) year periods under the same terms and conditions, unless either party provides written notice of its intent not to renew at least thirty (30) days prior to the end of the Subscription Period. During renewal, the number of User Accounts will reset to the number originally selected at the time of the initial purchase. The Service Receiver acknowledges that the price for the renewed Subscription Period may be subject to a surcharge, which will be communicated in advance of the renewal.
12.2 In the event that the Service Receiver seeks additional User Accounts beyond the initial limit of User Accounts purchased during the Subscription Period, the Service Receiver must provide the Service Provider with written notice at least one (1) week in advance and each additional User Account will be treated as a separate subscription with its own 12-month Subscription Period commencing from the date of payment for that additional User Account. The Service Receiver agrees to pay the Fees for the additional User Accounts and such payment must be completed before access to the additional User Accounts is granted.
12.3 Each additional User Account purchased will have its own Subscription Period and will not be tied to the original Subscription Period of the initial purchase. No extensions or rollovers of unused access to User Accounts will be permitted, and each subscription will renew independently unless terminated in accordance with these Terms.
The Service Provider may advertise and promote the Service Receiver as a client on the Service Provider’s social media platforms, website, and other marketing or promotional platforms. This may include but is not limited to, displaying the Service Receiver’s name, logo, and other identifying information. The Service Provider will ensure that any use of the Service Receiver’s name, logo, or identifying information is consistent with the Service Receiver’s brand guidelines if provided. Additionally, with prior written consent, the Parties may engage in joint marketing activities such as client testimonials, press engagements, public speaking events, and analyst interviews.
The Service Receiver shall designate up to two employees as Liaison Personnel responsible for communication with the Service Provider regarding the Services. The Service Provider shall engage exclusively with the designated Liaison Personnel, and any reference in these Terms to interaction with the Service Receiver shall be deemed to mean interaction with the Liaison Personnel.
15.1 All content, software, and materials provided by the Service Provider ("Materials") remain the exclusive intellectual property of the Service Provider. The Service Receiver is granted a limited, non-exclusive, non-transferable, and revocable license to use the Topin.Tech platform solely for conducting student assessments.
15.2 The Service Receiver shall not reproduce, distribute, modify, create derivative works, publicly display, or otherwise exploit the Materials beyond the scope permitted herein. Any unauthorized use of the Materials shall be considered a violation of these Intellectual Property Rights.
15.3 In case of a breach, NxtWave reserves the right to immediately terminate the license without notice, seek injunctive relief to prevent further misuse and recover all damages, losses, and costs incurred, including monetary penalties. NxtWave may also audit the Service Receiver’s use of the Materials to ensure compliance, with all associated costs and penalties for non-compliance borne by the Service Receiver. NxtWave retains the right to pursue all legal remedies available under applicable law to protect its intellectual property.
16.1 The Service Receiver agrees to maintain the confidentiality of all proprietary and non-public information ("Confidential Information") disclosed by NxtWave/Topin.Tech under these Terms. Confidential Information includes but is not limited to, proprietary software, algorithms, assessment content, User Data trade secrets, business plans, strategies, financial information, customer lists, software, technical data, and any other information that NxtWave/Topin.Tech is designated as confidential or is deemed confidential by its nature.
16.2 The Service Receiver shall not disclose or use Confidential Information for any purpose other than fulfilling its obligations under these Terms, and only with NxtWave's prior written consent. This obligation does not apply to information that (i) becomes publicly available without breach by the Service Receiver, (ii) is lawfully obtained from a third party without restrictions, or (iii) is independently developed by the Service Receiver without reference to NxtWave’s Confidential Information.
16.3 In case of a breach, NxtWave may pursue injunctive relief, specific performance, monetary damages, or any other legal remedies. The confidentiality obligations shall survive the termination or expiration of these Terms indefinitely.
17.1 The Service Receiver agrees to comply with all applicable data protection and privacy laws, regulations, and industry standards in the collection, processing, storage, and transfer of candidate data ("Personal Data") related to these Terms. The Service Receiver acknowledges that the Service Provider is the owner of all rights, title, and interest in any data generated or processed under these Terms and that the Service Provider has the sole authority to determine how such data is managed and protected.
17.2 The Service Provider shall implement reasonable technical and organizational measures to safeguard the Personal Data from unauthorized access, disclosure, alteration, or destruction. However, the Service Receiver agrees that the Service Provider shall not be liable for any data breach or unauthorized access that is caused by the Service Receiver’s failure to comply with the terms of these Terms or applicable law.
17.3 The Service Receiver agrees to use the Personal Data strictly for the purposes authorized by the Service Provider and shall not disclose, share, or otherwise make the Personal Data available to any third party without the Service Provider’s prior written consent, except as required by law. Any unauthorized use or disclosure of Personal Data by the Service Receiver shall be considered a material breach of these Terms, entitling the Service Provider to seek injunctive relief, monetary damages, or any other legal or equitable remedies available under applicable law.
17.4 In the event of a data breach involving Personal Data, the Service Receiver shall promptly notify the Service Provider and fully cooperate with the Service Provider in mitigating the effects of the breach and complying with any legal notification requirements. The Service Provider reserves the right to audit the Service Receiver’s compliance with this clause at any time.
17.5 The obligations under this clause shall survive the termination or expiration of these Terms indefinitely, or for as long as the Service Receiver retains any Personal Data related to these Terms, whichever is longer.
18.1 Either Party may terminate these Terms for convenience at any time after the first six (6) months of the first purchase of the User Accounts by providing the other Party with at least sixty (60) days’ prior written notice. In the event of termination by the Service Receiver, no refunds will be issued for any fees paid, and any unpaid fees for the remaining term of these Terms shall become immediately due and payable.
18.2 Either Party may terminate these Terms immediately upon written notice to the other Party, if the other Party materially breaches any term of these Terms and fails to cure such breach within thirty (30) days after receiving written notice specifying the nature of the breach. Material breaches include, but are not limited to, (1) failure to pay fees when due, (2) unauthorized use of the platform, (3) breach of confidentiality, or (4) failure to comply with data protection obligations.
18.3 Either Party may terminate these Terms immediately upon written notice of at least fifteen (15) days if the other Party becomes (a) insolvent, (b) makes an assignment for the benefit of creditors, (c) admits in writing its inability to pay its debts as they become due, or (d) files for bankruptcy.
18.4 Upon termination of these Terms for any reason:
18.5 If the Service Receiver decides to terminate the Terms before the deployment of all features is completed, the Service Receiver shall be responsible for reimbursing the Service Provider for all costs and expenses incurred up to the date of termination. This includes but is not limited to, any labor, materials, and resources expended by the Service Provider in developing and implementing the features.
19.1 To the maximum extent permitted by applicable law, the Service Provider’s total liability to the Service Receiver for any claims, damages, losses, or expenses arising out of or in connection with these Terms, whether in contract, tort (including negligence), or otherwise, shall be limited to the total fees paid by the Service Receiver to the Service Provider under these Terms during the six (6) months immediately preceding the event giving rise to such liability.
19.2 Under no circumstances shall the Service Provider be liable to the Service Receiver for any indirect, incidental, consequential, special, punitive, or exemplary damages, including, but not limited to, loss of profits, revenue, data, or business interruption, even if the Service Provider has been advised of the possibility of such damages or such damages were foreseeable.
19.3 The Service Provider shall not be liable for any damages or losses resulting from:
The Service Provider shall not be liable for any failure or delay in performing its obligations under these Terms if such failure or delay is caused by circumstances beyond its reasonable control, including but not limited to acts of God, natural disasters, pandemics, wars, civil unrest, strikes, lockouts, labor disputes, governmental actions, power outages, internet or telecommunications failures, or any other event that could not have been reasonably foreseen or prevented ("Force Majeure Event"). In the event of a Force Majeure Event, the Service Provider shall be entitled to a reasonable extension of time to perform its obligations. If the Force Majeure Event continues for more than 60 days, the Service Provider may, at its sole discretion, terminate these Terms without liability or penalty, upon written notice to the Service Receiver. The Service Receiver acknowledges that the Service Provider shall not be responsible for any damages, losses, or costs incurred due to delays or non-performance resulting from a Force Majeure Event, and the Service Receiver shall remain liable for any fees and costs incurred prior to the occurrence of the Force Majeure Event.
All notices, requests, consents, and other communications required or permitted under these Terms must be in writing. Such communications shall be deemed duly given if delivered personally, sent by registered or certified mail (return receipt requested), or by a recognized courier service to the respective addresses of the Parties as specified in these Terms, or to any other address that a Party may specify in writing.
Each Party shall at all times comply with all applicable laws, rules, and regulations in the performance of these Terms.
Each Party represents and warrants that it has been duly authorized to enter into these Terms and is entitled to perform its obligations and provide the licenses hereunder.
The Service Receiver represents and warrants that it has obtained all required permissions or consents to provide Service Receiver Data to the Service Provider for use and disclosure in accordance with these Terms.
The Service Receiver represents and warrants:
(a) to use the Services
only for lawful purposes and in a manner consistent with these Terms;
(b)
not to use the Services to assess candidates for any jobs that are unlawful, unsafe, offensive,
discriminatory, or inappropriate; and
(c) not to use the Services to
solicit information from candidates that could be used to discriminate against them.
The Service Receiver agrees to indemnify, defend, and hold harmless the Service Provider from and against any damages, losses, or expenses incurred as a result of the Service Receiver’s breach of these Terms, misuse of the Topin.Tech platform (including unauthorized access, use, or distribution of the platform or its content), or failure to comply with applicable laws and regulations. This indemnity extends to claims arising from third-party access to the platform caused by the Service Receiver’s negligence or failure to implement and maintain proper security measures.
If any provision of these Terms is held to be invalid, illegal, or unenforceable under applicable law, such provision shall be deemed amended to the extent necessary to conform to applicable law, or if it cannot be so amended without materially altering the intention of the Parties, it shall be stricken, and the remaining provisions of these Terms shall remain in full force and effect.
No waiver of any term, provision, or condition of these Terms, whether by conduct or otherwise, in one or more instances, shall be deemed to be or construed as a further or continuing waiver of any such term, provision, or condition of these Terms.
During the Term of these Terms and for a period of two (2) years thereafter, the Service Receiver shall not, either directly or indirectly, (a) engage or attempt to engage with any Service Provider Employee outside the scope of these Terms, or (b) induce or attempt to induce any Service Provider Employee to terminate their employment or contractual relationship with the Service Provider. For the purposes of this clause, "Provider Employee" refers to any employee or consultant of the Service Provider, its subsidiary companies, and affiliates.
The Service Receiver agrees to pay taxes including an additional Goods and Services Tax (GST) at the rate of 18% on all fees and charges payable under these Terms. Payment of GST will be made upon receipt of a valid GST-compliant invoice issued by the Service Provider in accordance with applicable GST laws.
Any disputes, complaints, or grievances arising between the Parties during or after the term of these Terms, including matters related to the validity, interpretation, implementation, or alleged breach of any provision, shall first be addressed to the Service Provider. The Parties shall make efforts to resolve the dispute amicably. If amicable resolution fails, the dispute shall be referred to a sole arbitrator mutually appointed by the Parties in accordance with the Arbitration and Conciliation Act, 1996, whose decision shall be final and binding. The arbitration proceedings shall be conducted in English, with the seat and venue of arbitration in Hyderabad. These Terms shall be governed by and construed in accordance with the laws of India, and subject to arbitration, the courts in Hyderabad shall have exclusive jurisdiction over any disputes.
29. The Service Provider reserves the right to amend, modify, or supplement these terms from time to time. Any updates or changes will be posted along with the revision date, and such updated terms will become effective immediately upon posting.
30. These Terms constitute the entire agreement between the parties relating to the subject matter hereof and supersedes all prior communication, representations, or agreement, oral or written, by Parties relating thereto. these Terms may be amended and the observance of any provision of these Terms may be waived (either generally or in any particular instance and either retroactively or prospectively) only with the signed written consent of both Parties. Neither failure nor delay on the part of any Party exercising any right, power, or privilege hereunder shall operate as a waiver of such right, nor shall any single or partial exercise of any such right, power, or privilege preclude any further exercise thereof or the exercise thereof or the exercise of any other right, power, or privilege.
31. Entire Agreement: These Terms along with the Privacy Policy and Cookie Policy available on the Website, and any applicable ordering documents, including but not limited to Order Forms and invoices constitutes the entire agreement between Service Provider and Service Receiver. No additional terms or conditions proposed by the Service Receiver shall be binding on the Service Provider unless expressly agreed to in writing and signed by authorized representatives of both parties.
BOTH PARTIES AGREE THAT THEY HAVE READ THESE TERMS, UNDERSTAND IT AND AGREE TO ALL THE TERMS AND CONDITIONS STATED HEREIN.
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