Clear terms. Earned trust.

Background. Smartreview AI operates a software-buying intelligence platform that helps organisations discover, evaluate and procure business software. Products are assessed through an evidence-based audit under the published Trust-IQ Score™ Methodology, and Buyers can engage with Customers/Partners through the Platform.

The Parties agree that Scores and Certifications are earned from audited evidence, are never influenced by payment, and are published for the benefit of software Buyers. This Agreement takes effect on the Effective Date stated in the Order Form, or when the Customer/Partner first accepts it online, whichever is earlier.

1.1 In this Agreement:

“Assessment”

an audit of a Customer/Partner product carried out by Smartreview AI under the Methodology, and the resulting parameter results and Score.

“Buyer”

a person or organisation that uses the Platform to discover, evaluate, compare or procure software.

“Buyer Data”

information about Buyers made available to the Customer/Partner through the Platform, including enquiries, introductions, RFP requests and engagement or intent insights.

“Certification”

the certified status, report and badge issued for a product after a completed Assessment, showing its published Score.

“Connector”

an integration through which the Customer/Partner authorises Smartreview AI to read information from a third-party system for an Assessment.

“Credits”

prepaid units that the Customer/Partner may use for metered features, such as Buyer introductions, as described in an Order Form.

“Customer/Partner”

the entity identified in the Order Form or account registration that accepts this Agreement.

“Customer/Partner Data”

data and materials the Customer/Partner or its Users submit to the Platform, including Evidence, responses, profile content and RFP responses, but excluding Published Materials.

“Evidence”

the responses, documents, records and Connector data submitted for an Assessment.

“Methodology”

the Trust-IQ Score™ Methodology published at smartreviewai.io, as updated under its own change terms.

“Order Form”

an online checkout record, subscription confirmation or ordering document that references this Agreement.

“Platform”

the Smartreview AI software-buying intelligence platform, including the marketplace, profiles, dashboards, procurement and RFP features, APIs, Connectors and badges.

“Profile”

the public page for a product on the Platform, whether claimed by the Customer/Partner or not.

“Published Materials”

Scores, Certifications, Profiles, rankings, comparisons and related content that Smartreview AI publishes or makes available to Buyers or the public.

“Score”

the Trust-IQ Score™, a 0–100 result calculated under the Methodology as the average of audited parameter results.

“Services”

the Platform, Assessments, Certification and any other service described in an Order Form.

“Subscription Term”

the term stated in the Order Form, including any renewal.

“User”

an individual the Customer/Partner authorises to use its account.

1.2 Interpretation. Headings and the In short summaries are for convenience only and do not form part of this Agreement. “Including” means “including without limitation”. “Writing” includes email and in-product notices.

1.3 Order of precedence. If documents conflict, this order applies: (a) the Order Form, for commercial terms only; (b) this Agreement; (c) its Schedules; (d) the Methodology; (e) other policies incorporated under Clause 24.2. The Methodology always governs how an Assessment is carried out and scored.

2.1 Access. Subject to this Agreement and payment of Fees, Smartreview AI grants the Customer/Partner a non-exclusive, non-transferable right during the Subscription Term to use the Platform for its internal business purposes.

2.2 Modules. Depending on the plan in the Order Form, the Services may include:

• a product Profile that the Customer/Partner can claim and edit;
• Assessment and Certification under the Methodology;
• Buyer engagement features, including RFP and procurement requests, introductions and engagement insights;
• Connectors for submitting Evidence; and
• any other feature described in the Order Form or the Documentation.

2.3 Free plan. A free plan, where offered, is provided as-is, may have usage limits and may be changed or withdrawn on notice.

2.4 Preview features. Features labelled preview, beta or early access are optional, provided as-is and may change or end at any time.

2.5 Changes. Smartreview AI may improve or change the Platform. It will give at least 30 days' notice before removing a paid feature that is material to the Customer/Partner during a paid Subscription Term.

2.6 Users and accounts. The Customer/Partner is responsible for its Users, for keeping credentials secure, and for all activity under its account.

3.1 Methodology. Each Assessment is carried out under the Methodology in force when the Assessment starts. Each applicable parameter is marked Fully met (1), Partially met (0.5) or Not met (0), and the Score is the average of those results shown out of 100.

3.2 One round. Evidence is locked once submitted. An auditor may ask for clarification before deciding. Once decided, a result is not re-opened in the same round, except under Clause 4.4 (corrections).

3.3 Validity. The auditor sets how long each result is valid, never beyond the expiry of the Evidence behind it. Expired results score 0 until renewed Evidence is accepted at a quarterly review.

3.4 Certification. Every completed Assessment is certified with its published Score, whatever that Score is. The Score and Certification expire 12 months after the Assessment and renew only through a new Assessment.

3.5 Human decision. AI tools may assist auditors, but every result is decided and recorded by a Smartreview AI auditor. No result is published on automated output alone.

3.6 Nature of an Assessment. An Assessment reviews the Evidence the Customer/Partner supplies. It is not an on-site inspection, penetration test or independent test of the product. Smartreview AI relies on the Evidence being genuine and complete.

3.7 No guaranteed outcome. Smartreview AI does not promise any particular Score, ranking or Certification, and a Score may change as results expire or are renewed.

4.1 Right to publish. The Customer/Partner grants Smartreview AI the right to publish, display and update Published Materials about it and its products, including on Profiles, in comparisons and to Buyers. This right is fundamental to the Services and continues after termination for materials already published.

4.2 Independent opinion. A Score is Smartreview AI's independent opinion, reached in good faith from audited Evidence under the published Methodology. It is not a statement of fact about the product and not advice to any Buyer.

4.3 Profiles of unclaimed products. Smartreview AI may create and maintain Profiles using publicly available information before a product is claimed. A Profile shows a Score only after an Assessment. Public information is labelled as such and never forms part of a Score.

4.4 Corrections. The Customer/Partner may report an error of fact or process in an Assessment within 30 days of publication by writing to support@smartreviewai.io. Smartreview AI will review the record and, if it agrees, correct the result and recalculate the Score. A correction cannot introduce new Evidence.

4.5 Disputes about Published Materials. Before starting any claim about Published Materials, the Customer/Partner will first use Clause 4.4 and the escalation in Clause 21.2. Smartreview AI will consider a written response from the Customer/Partner and may publish a short statement of it alongside the Profile.

4.6 What never counts. Reviews, ratings, plan tier, fees, Credits, advertising, Buyer activity and web sentiment never form part of a Score.

5.1 Payment-blind. Fees and Credits pay for access to the Platform and the administration of Assessments, not for any Score, ranking or outcome.

5.2 Firewall. Auditors have no access to billing, plan or Credit information. Rankings and recommendations shown to Buyers do not use plan tier, Fees or Credits. There is no sponsored placement within rankings.

5.3 No inducement. The Customer/Partner must not offer any payment, benefit or pressure to influence a result, and must not claim that a Score can be bought. A breach is a material breach.

5.4 No entitlement. The Customer/Partner may not later claim that its Fees, plan or Credits entitled it to a better Score or position.

6.1 Evidence. The Customer/Partner warrants that all Evidence is accurate, complete, genuine and unaltered, and that it is entitled to share it for Assessment.

6.2 Personal data in Evidence. The Customer/Partner will redact personal data that a parameter does not require, and has a lawful basis for any personal data it submits.

6.3 Accurate claims. The Customer/Partner will not misstate its Score or Certification, describe an expired Score as current, or imply endorsement by Smartreview AI.

6.4 Acceptable use. The Customer/Partner will comply with the Acceptable Use Policy and will not: (a) resell the Services; (b) attempt to derive unpublished parameters, guidance or audit criteria; (c) submit false or manipulated information or induce others to do so; (d) scrape, copy or harvest Platform content or Buyer Data; or (e) interfere with the security or integrity of the Platform.

6.5 Cooperation. If the Customer/Partner does not respond within the agreed timeframes, the affected parameters may be marked Not answered.

7.1 Consent-based sharing. Smartreview AI shares a Buyer's identity or contact details with the Customer/Partner only where the Buyer has agreed to share them with that Customer/Partner. Other insights are shared only in aggregated or de-identified form.

7.2 Purpose limitation. The Customer/Partner may use Buyer Data only to respond to the Buyer's enquiry, request or RFP. It must not resell, rent, list-build, enrich third-party databases or use Buyer Data for unrelated marketing.

7.3 Independent controller. On receipt, the Customer/Partner is an independent controller of Buyer Data and will comply with Applicable Data Protection Law and anti-spam laws, honour opt-outs, and delete Buyer Data on a Buyer's valid request passed on by Smartreview AI.

7.4 RFP responses. RFP and procurement responses must be accurate and are the Customer/Partner's own statements. Contact details on both sides stay masked until the Customer/Partner accepts a request.

7.5 Credits. Credits are prepaid, used as stated in the Order Form, expire 12 months after purchase and are non-refundable. A Credit used for an introduction that the Buyer withdraws before contact is restored automatically.

7.6 No guarantee. Smartreview AI does not guarantee any number, quality or conversion of Buyer enquiries, introductions or RFPs.

8.1 Authorisation. By enabling a Connector, the Customer/Partner authorises Smartreview AI to read the information needed for the relevant parameters, using read-only access and the narrowest available scopes.

8.2 Third-party terms. The Customer/Partner is responsible for its rights to connect the third-party system and for complying with that provider's terms.

8.3 Revocation. The Customer/Partner may revoke a Connector at any time. Results already decided from Connector data stand until they expire.

8.4 Availability. Smartreview AI is not responsible for changes to or interruptions of third-party systems.

9.1 Fees. Fees are set out in the Order Form and are based on the Customer/Partner's headquarters country, employee band and Subscription Term. The billing currency follows the headquarters country.

9.2 Billing. Unless the Order Form states otherwise, Fees are invoiced annually in advance and are due on checkout for online orders, or within 15 days of invoice otherwise.

9.3 Non-refundable. Fees and Credits are non-cancellable and non-refundable, except as expressly stated in this Agreement or required by law that cannot be excluded. The Refund & Cancellation Policy applies.

9.4 Multi-year terms. A multi-year discount applies only if the full term is completed. If a multi-year Subscription Term ends early for any reason other than Smartreview AI's uncured material breach, the Fees are recalculated at the 1-year rate for the period used and the difference becomes payable.

9.5 Employee band. If the Customer/Partner's employee band increases, the new band applies from the next renewal.

9.6 Late payment. Overdue amounts accrue interest at 1.5% per month or the maximum lawful rate, whichever is lower. Smartreview AI may suspend the Services after 10 days' written notice of non-payment. Suspension does not affect a Score already published.

9.7 Taxes. Fees exclude GST, VAT and similar taxes, which the Customer/Partner will pay. If tax must be withheld, the Customer/Partner will gross up the payment, subject to applicable tax treaties and valid withholding certificates.

9.8 Price changes. Smartreview AI may change Fees for a renewal term by giving at least 30 days' notice before renewal.

10.1 Term and renewal. This Agreement runs from the Effective Date while any Order Form is in force. Each Subscription Term renews automatically for the same period unless either Party gives notice at least 30 days before it ends.

10.2 Termination for cause. Either Party may terminate on written notice if the other materially breaches and fails to cure within 30 days, or becomes insolvent.

10.3 Integrity breach. Smartreview AI may suspend or terminate immediately on notice if it reasonably believes the Customer/Partner submitted false or altered Evidence, attempted to influence a result, or breached Clause 5 or 7.2.

10.4 Effect. On termination: (a) access to paid features ends; (b) unpaid Fees become due; (c) unused Credits lapse; (d) a published Score remains visible until it expires and is then shown as "Audit expired"; and (e) each Party deletes or returns the other's Confidential Information on request, subject to Clause 13.4 and legal retention.

10.5 Survival. Clauses 1, 4, 5, 7.2–7.3, 9 (accrued amounts), 11, 12, 13, 14, 15, 16, 21 and 24 survive termination.

11.1 Smartreview AI IP. Smartreview AI and its licensors own the Platform, the Methodology, the parameter library, scoring logic, Published Materials and all related intellectual property. They are protected by copyright, trade secret, trademark law and patent filings.

11.2 Customer/Partner Data. The Customer/Partner owns its Customer/Partner Data and grants Smartreview AI a worldwide, royalty-free licence to use it to provide the Services, carry out Assessments, publish Published Materials and create aggregated, de-identified analytics.

11.3 No model training. Smartreview AI will not use Evidence to train general-purpose AI models or provide it to third-party AI providers for their own training.

11.4 Badge licence. While a Certification is current, Smartreview AI grants a limited, revocable licence to display its badge. The badge must show the Score, link to the product's live Profile, and stay unaltered. The licence ends automatically when the Certification expires or is withdrawn.

11.5 Feedback. Smartreview AI may use any feedback freely and without obligation.

12.1 Roles. Smartreview AI is an independent controller of personal data it processes to run the Platform, carry out Assessments and publish Published Materials. Where it processes personal data only on the Customer/Partner's instructions, Schedule B applies.

12.2 Compliance. Each Party will comply with Applicable Data Protection Law, including India's Digital Personal Data Protection Act 2023 and the laws listed in Schedule C.

12.3 Sub-processors and transfers. Smartreview AI uses sub-processors for hosting, payments and communications, listed at smartreviewai.io. Cross-border transfers use a lawful transfer mechanism.

12.4 Security and breach. Smartreview AI maintains appropriate technical and organisational measures and will notify the Customer/Partner without undue delay, and within 72 hours where practicable, of a personal-data breach affecting Customer/Partner Data.

12.5 Grievance contact. Data protection requests and grievances may be sent to privacy@smartreviewai.io.

13.1 Confidential Information. Non-public information disclosed by a Party that is marked or reasonably understood as confidential, including Evidence, auditor notes, plan and billing details, pricing, and the unpublished parameter library. It excludes information that is public, independently developed or lawfully received from a third party.

13.2 Obligations. The receiving Party will use Confidential Information only for this Agreement, protect it with reasonable care, and share it only with personnel and advisers bound by confidentiality. Disclosure required by law is allowed with prior notice where lawful.

13.3 Evidence. Evidence and auditor notes are seen only by authorised auditors and are never disclosed to Buyers. Names of the Customer/Partner's officers in Evidence are not published.

13.4 Audit records. Smartreview AI keeps Assessment records, including Evidence, for at least 8 years after the related Score was last published, so that any Score can be traced to its Evidence.

13.5 Published Materials. Published Materials are not the Customer/Partner's Confidential Information.

14.1 Authority. Each Party warrants that it has authority to enter into this Agreement.

14.2 Service warranty. Smartreview AI will provide the Services with reasonable skill and care. The Customer/Partner's sole remedy for breach of this warranty is re-performance of the affected Service.

14.3 Scores. Scores and Certifications are provided as-is. They are not a warranty of the security, compliance, quality or fitness of any product.

14.4 Certification scheme. Trust-IQ certification is Smartreview AI's own scheme. It is independent of accredited certification bodies and does not replace certifications such as ISO 27001 or SOC 2.

14.5 Disclaimer. To the maximum extent permitted by law, Smartreview AI disclaims all other warranties, express or implied, including merchantability, fitness for a particular purpose and non-infringement.

15.1 By the Customer/Partner. The Customer/Partner will defend and indemnify Smartreview AI against third-party claims arising from: (a) false, unlawful or infringing Customer/Partner Data or Evidence; (b) breach of Clause 5, 6.3, 7 or 11.4; or (c) its breach of Applicable Data Protection Law.

15.2 By Smartreview AI. Smartreview AI will defend and indemnify the Customer/Partner against third-party claims that the Platform, used in accordance with this Agreement, infringes their intellectual property. This excludes claims arising from Customer/Partner Data, unsupported combinations, misuse, or Published Materials.

15.3 Procedure. The indemnified Party will notify the claim promptly, allow the indemnifying Party to control the defence, and cooperate reasonably. No settlement may impose liability on the indemnified Party without its consent.

16.1 Indirect loss. To the maximum extent permitted by law, neither Party is liable for indirect, incidental, special, consequential or punitive loss, or loss of profit, revenue, goodwill or reputation.

16.2 Cap. Each Party's total liability under this Agreement is limited to the Fees paid or payable in the 12 months before the event giving rise to the claim. For a Customer/Partner on a free plan, Smartreview AI's total liability is limited to ₹10,000 (or US$100 outside India).

16.3 Exclusions. The cap does not apply to: (a) payment obligations; (b) the Customer/Partner's indemnity under Clause 15.1; (c) breach of Clause 7.2 or 13; or (d) liability that cannot lawfully be limited, including for fraud.

16.4 Allocation of risk. The Fees reflect the allocation of risk in this Clause, which is a fundamental basis of the bargain.

17.1 Grounds. Smartreview AI may withdraw affected results, suspend or withdraw a Score or Certification, and show the product as "Score withdrawn" where it has reasonable grounds to believe Evidence was false, altered or misleading, or that Clause 5 or 11.4 was breached.

17.2 Process. Where circumstances allow, Smartreview AI will give notice and a reasonable opportunity to respond before acting.

17.3 Badges. The Customer/Partner must remove any badge or claim immediately when a Certification expires, is suspended or is withdrawn.

18.1 Publicity. Smartreview AI may name the Customer/Partner as a participant and publish Published Materials under Clause 4. The Customer/Partner may state factually that its product is assessed by Smartreview AI and display a current badge under Clause 11.4.

18.2 Marks. "Smartreview AI" and "Trust-IQ Score™" are trademarks of Smartreview AI Pvt Ltd. No other use of either Party's marks is permitted without prior written consent.

19.1 Anti-bribery. Each Party will comply with applicable anti-bribery laws, including India's Prevention of Corruption Act 1988, the UK Bribery Act 2010 and the US FCPA.

19.2 Sanctions and export. Each Party confirms it is not a sanctioned person and will not use or provide the Services in breach of sanctions or export-control laws.

20.1 Neither Party is liable for delay or failure, other than payment obligations, caused by events beyond its reasonable control. If the event continues for more than 60 days, either Party may terminate the affected Order Form.

21.1 Governing law. This Agreement is governed by the laws of India, without prejudice to mandatory laws of the Customer/Partner's jurisdiction that cannot be excluded.

21.2 Escalation. The Parties will first try to resolve any dispute through good-faith negotiation between senior representatives for 30 days.

21.3 Arbitration. Unresolved disputes will be finally resolved by a sole arbitrator in English: (a) for a Customer/Partner headquartered in India, under the Arbitration and Conciliation Act 1996, seated in Bengaluru; and (b) for all others, under the Rules of the Singapore International Arbitration Centre, seated in Singapore.

21.4 Interim relief. Either Party may seek urgent interim or injunctive relief from the courts at Bengaluru or any competent court, in particular to protect intellectual property, Confidential Information or Buyer Data.

22.1 Legal notices to Smartreview AI must be sent to contact@smartreviewai.io with a copy to the registered office. Notices to the Customer/Partner go to the account email or the address in the Order Form. Email notices are deemed received one business day after sending. Operational notices may be given in-product.

23.1 Updates. Smartreview AI may update this Agreement by giving at least 30 days' notice, except for changes required by law, which apply as required.

23.2 Right to exit. If a change materially and adversely affects the Customer/Partner, it may terminate the affected Order Form by notice before the change takes effect, without further Fees for the remaining term.

23.3 Methodology changes. Changes to the Methodology follow the Methodology's own versioning and notice terms.

24.1 Entire agreement. This Agreement, its Schedules and Order Forms are the entire agreement between the Parties and supersede earlier discussions, except in case of fraud.

24.2 Incorporated policies. The Terms & Conditions, Privacy Policy, Cookie Policy, Acceptable Use Policy, Refund & Cancellation Policy and Methodology published at smartreviewai.io are incorporated by reference, subject to Clause 1.3.

24.3 Assignment. The Customer/Partner may not assign this Agreement without consent, which will not be unreasonably withheld. Smartreview AI may assign it to an affiliate or a successor in a merger, acquisition or sale of assets.

24.4 Subcontractors. Smartreview AI may use subcontractors and remains responsible for their performance.

24.5 Severability and waiver. An unenforceable provision is modified to the minimum extent needed; the rest stays in force. A delay in enforcing a right is not a waiver.

24.6 No partnership. Nothing in this Agreement creates a partnership, agency or employment relationship. No third party may enforce it.

24.7 Electronic acceptance. This Agreement may be accepted online or signed electronically, which is valid under the Information Technology Act 2000. Any stamp duty payable on this Agreement in the Customer/Partner's jurisdiction is borne by the Customer/Partner.

Each Order Form states: (a) the plan and included modules; (b) whether Assessment and Certification are included and for how many products; (c) the Subscription Term and renewal terms; (d) the Fees, currency and billing frequency; (e) any Credits purchased; and (f) usage limits, such as Users or products.

Where a product has not yet completed an Assessment, its Profile shows "Not yet audited". This is not a low score.

B.1 Scope. These terms apply only where Smartreview AI processes personal data on the Customer/Partner's documented instructions, for the Subscription Term, to provide the Services.

B.2 Processor obligations. Smartreview AI will:

• process personal data only on documented instructions, unless required by law;
• ensure authorised personnel are bound by confidentiality;
• apply appropriate technical and organisational security measures;
• use sub-processors only under written terms with equivalent protection, with notice of changes;
• assist with data-subject requests, breach notification and impact assessments;
• delete or return personal data at the end of the Services, subject to legal retention; and
• make available information needed to demonstrate compliance.

B.3 Transfers. The applicable transfer mechanism, such as the EU Standard Contractual Clauses or the UK Addendum, is incorporated by reference where required.

“India”

Processing follows the Digital Personal Data Protection Act 2023 and its rules, including notice, purpose limitation and data-principal rights. Grievances: privacy@smartreviewai.io.

“EU / EEA and UK”

The GDPR and UK GDPR apply to relevant processing. Transfers use adequacy decisions, the EU Standard Contractual Clauses or the UK Addendum.

“United States”

Applicable state privacy laws, including the CCPA/CPRA, apply to relevant processing. Smartreview AI does not sell personal information.

“Canada, Australia, Singapore”

PIPEDA and provincial laws, the Privacy Act 1988 and the PDPA apply to relevant processing.

“Gulf Cooperation Council”

Applicable national data-protection laws, including the UAE PDPL and Saudi PDPL, govern local processing and any localisation requirements.

Precedence. Where mandatory local law gives greater rights or restricts Clauses 14 to 16, those clauses apply only to the extent permitted, and are read down rather than invalidated.