Terms of Service

These Terms of Service ("Terms") constitute a legally binding agreement between you ("Customer", "you", or "your") and Necora Pte. Ltd. ("Necora", "PodIQ", "we", "us", or "our") governing your access to and use of the PodIQ platform, website at necora.io, and related services (collectively, the "Service"). By accessing or using the Service, you agree to be bound by these Terms. If you do not agree, you must not use the Service. If you are accepting these Terms on behalf of an organisation, you represent and warrant that you have authority to bind that organisation.

PodIQ is a cloud-based operational intelligence platform for data center environments. The Service ingests facility telemetry from BMS, DCIM, and EPMS systems in read-only mode, correlates signals across power, cooling, and IT domains, ranks probable root causes, and provides SOP-aligned operator guidance. PodIQ is an advisory system designed to augment human decision-making. It does not replace trained facility personnel and does not exercise control over any physical equipment or operational system.

To use certain features of the Service, you must create an account and provide accurate, complete information. You are responsible for: Maintaining the confidentiality of your account credentials. All activity that occurs under your account. Notifying us immediately at security@necora.io if you suspect unauthorised access. We reserve the right to suspend or terminate accounts that violate these Terms or pose a security risk.

Subject to these Terms and payment of applicable fees, we grant you a non-exclusive, non-transferable, revocable right to access and use the Service during the subscription term for your internal business operations. You agree not to: Reverse engineer, decompile, or disassemble any part of the Service. Use the Service to develop a competing product or service. Share account credentials with unauthorised third parties. Attempt to gain unauthorised access to systems, networks, or data. Use the Service in violation of any applicable law or regulation. Remove, alter, or obscure any proprietary notices or labels. Transmit malware, viruses, or harmful code through the Service. Exceed published API rate limits or usage quotas without prior agreement.

You retain all rights, title, and interest in your data ("Customer Data"), including facility telemetry, alarm events, and equipment metadata ingested by the Service. We process Customer Data solely to provide, maintain, and improve the Service as described in our Privacy Policy. We do not sell Customer Data or share it with other customers. You grant us a limited, non-exclusive licence to process Customer Data as necessary to deliver the Service. This licence terminates when your subscription ends and Customer Data is deleted in accordance with our retention policy. You are responsible for ensuring you have all necessary rights and permissions to provide Customer Data to us, including any consents required under applicable law.

The Service is designed to operate in read-only mode with respect to your facility systems. PodIQ does not send control commands, modify configurations, or write data to your BMS, DCIM, EPMS, or any other operational technology system. This architectural constraint is intentional and fundamental to the Service. Any integration that would require write access to your systems is outside the scope of these Terms and would require a separate written agreement.

Access to the Service requires a paid subscription unless otherwise agreed in writing (e.g., a pilot or proof-of-concept arrangement). Fees are as set out in the applicable order form or subscription agreement. Unless otherwise specified, fees are quoted in U.S. dollars and are exclusive of applicable taxes. Fees are non-refundable except as required by law or as explicitly stated in your subscription agreement. We may adjust pricing for renewal terms with at least 60 days written notice prior to the start of the renewal period. If payment is overdue by more than 15 days, we may suspend access to the Service until payment is received.

Subscription term — Your subscription begins on the start date specified in your order form and continues for the agreed term. Unless either party provides written notice of non-renewal at least 30 days before the end of the current term, the subscription will automatically renew for successive periods of the same length. Termination for cause — Either party may terminate the agreement immediately upon written notice if the other party materially breaches these Terms and fails to cure such breach within 30 days of receiving written notice. Termination for convenience — You may terminate your subscription at any time by providing 30 days written notice. Fees for the remainder of the current term are non-refundable unless otherwise specified in your subscription agreement. Effect of termination — Upon termination, your access to the Service will be deactivated. We will retain Customer Data for 90 days following termination to allow for data export, after which it will be securely deleted unless a longer retention period is required by law.

The Service, including all software, algorithms, models, documentation, designs, trademarks, and other materials, is the exclusive property of Necora Pte. Ltd. and is protected by intellectual property laws. Nothing in these Terms transfers any ownership rights to you. Feedback, suggestions, or enhancement requests you provide may be used by us to improve the Service without obligation or compensation to you.

Each party agrees to keep confidential any non-public information received from the other party ("Confidential Information") and to use it only for purposes of performing under these Terms. Confidential Information excludes information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was already known to the receiving party without restriction; (c) is independently developed without use of Confidential Information; or (d) is disclosed pursuant to a legal requirement, provided the disclosing party is given reasonable notice. Confidentiality obligations survive termination for a period of three (3) years.

We warrant that the Service will perform substantially in accordance with its documentation during the subscription term. Except as expressly stated above, the Service is provided "as is" and "as available". We disclaim all other warranties, express or implied, including but not limited to implied warranties of merchantability, fitness for a particular purpose, and non-infringement. We do not warrant that the Service will be uninterrupted, error-free, or that it will meet all of your requirements. PodIQ provides probabilistic root-cause rankings and advisory guidance. The accuracy of outputs depends on the quality and completeness of input telemetry. Operators must exercise independent professional judgment before acting on any recommendation.

To the maximum extent permitted by law: Our total aggregate liability arising out of or related to these Terms shall not exceed the total fees paid by you in the twelve (12) months immediately preceding the event giving rise to the claim. In no event shall either party be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, revenue, data, business opportunities, or goodwill, even if advised of the possibility of such damages. These limitations apply regardless of the form of action, whether in contract, tort (including negligence), strict liability, or otherwise. Nothing in these Terms excludes or limits liability for death or personal injury caused by negligence, fraud, or any other liability that cannot be excluded by law.

You agree to indemnify, defend, and hold harmless Necora, its officers, directors, employees, and agents from and against any claims, damages, losses, liabilities, and expenses (including reasonable legal fees) arising out of or related to: (a) your use of the Service in violation of these Terms; (b) your violation of any applicable law or regulation; or (c) your Customer Data infringing the rights of any third party. We will promptly notify you of any claim and cooperate in its defence.

Service availability targets, support response times, and maintenance windows are defined in the applicable service level agreement (SLA) attached to your subscription. If no SLA is in place, we will use commercially reasonable efforts to maintain platform availability and respond to support requests in a timely manner. Scheduled maintenance will be communicated at least 48 hours in advance where practicable.

We may modify these Terms from time to time. Material changes will be communicated via email or a prominent notice on our website at least 30 days before they take effect. The "Last updated" date below indicates when these Terms were most recently revised. Continued use of the Service after changes take effect constitutes acceptance of the modified Terms. If you do not agree with the modifications, you must stop using the Service and may terminate your subscription in accordance with Section 8.

These Terms are governed by and construed in accordance with the laws of the Republic of Singapore, without regard to conflict of law principles. Any dispute arising out of or in connection with these Terms shall be referred to and finally resolved by arbitration administered by the Singapore International Arbitration Centre (SIAC) in accordance with its rules. The seat of arbitration shall be Singapore. The language of arbitration shall be English. Nothing in this clause prevents either party from seeking interim or injunctive relief from a court of competent jurisdiction.

Entire agreement — These Terms, together with any applicable order form, SLA, and Privacy Policy, constitute the entire agreement between the parties and supersede all prior agreements relating to the subject matter. Severability — If any provision of these Terms is found to be unenforceable, the remaining provisions shall continue in full force and effect. Waiver — Failure to enforce any right or provision shall not constitute a waiver of that right or provision. Assignment — You may not assign these Terms without our prior written consent. We may assign our rights and obligations in connection with a merger, acquisition, or sale of assets. Force majeure — Neither party shall be liable for delays or failures in performance caused by events beyond its reasonable control, including natural disasters, war, pandemic, government actions, or infrastructure failures. Notices — Notices must be in writing and sent to the email address on record. Notices to us should be directed to legal@necora.io.

For questions about these Terms, contact us at: Necora Pte. Ltd. Email: legal@necora.io Website: necora.io/contact