Terms of Service (ToS)

ScaleDux Software Innovations Private Limited

Last updated: 04/06/2026

1. Introduction and Acceptance

1.1 Who We Are

ScaleDux Software Innovations Private Limited (CIN: U62013OD2025PTC049049) is a company incorporated under the Companies Act, 2013, with its registered office at Plot No. 241/3601, First Floor, Jaydev Vihar, Regional Research Laboratory, Khordha, Odisha, India – 751 013. We operate a digital marketplace platform accessible at www.scaledux.com and through associated mobile applications (collectively, the “Platform”).

1.2 What the Platform Does

ScaleDux operates a digital marketplace that enables startup founders, Experts (Service Providers), mentors, and investors to discover each other and interact through technology. The Platform provides tools for profile creation, search and discovery, communication, project management, and payment processing.

ScaleDux is a technology intermediary under Section 2(1)(w) of the Information Technology Act, 2000. ScaleDux does not perform, procure, supervise, direct, control, or monitor the professional services, advisory services, or investment-related activities conducted between users on the Platform. ScaleDux is not a party to any agreement, SOW, mentorship engagement, or investment arrangement entered into between users. All such arrangements are made directly and exclusively between the users involved.

1.3 These Terms

These Terms of Service (“Terms”) govern your access to and use of the Platform and all services offered through it. By accessing, browsing, or using the Platform, or by clicking “I Accept” or any similar affirmative action, you acknowledge that you have read, understood, and agree to be bound by these Terms and our Privacy Policy.

If you do not agree to these Terms, you must immediately stop using the Platform.

These Terms constitute a legally valid and binding electronic agreement under Section 10A of the Information Technology Act, 2000.

1.4 Business Use

The Platform is designed primarily for business, commercial, entrepreneurial, and professional use. By using the Platform, you represent that you are accessing it for such purposes. Where you are acting on behalf of a company, partnership, LLP, or other legal entity, you represent that you have the authority to bind that entity to these Terms.

Nothing in these Terms prevents any user from exercising rights available to them under Applicable Law, including the Consumer Protection Act, 2019, where such rights are applicable to their specific use of the Platform.

1.5 Updates to These Terms

We may update these Terms from time to time. When we do, we will post the revised version on the Platform with an updated effective date and, where the changes are material, notify registered users via email or in-app notification at least 7 days before the changes take effect. Your continued use of the Platform after the effective date of any update constitutes acceptance of the revised Terms.

1.6 Language

These Terms are written in English. In the event of any conflict between an English version and any translated version, the English version shall prevail.

2. Definitions

The following terms have the meanings given to them below wherever they appear in these Terms, in any Policy, or in any SOW or agreement entered into on the Platform. Interpretation rules: (a) “including” means “including without limitation”; (b) words in the singular include the plural and vice versa; (c) references to any law include its amendments and re-enactments; (d) headings are for reference only; (e) “we”, “us”, “our” mean ScaleDux Software Innovations Private Limited; “you” means the User (registered or unregistered).

The full set of defined terms — organised into Group A (Interpretation & General), Group B (Platform & Services), Group C (User Roles), Group D (Founder ↔ Expert Interaction), Group E (Founder ↔ Mentor Interaction), Group F (Founder ↔ Investor Interaction), Group G (Intellectual Property), Group H (SCORE™ Evaluation Framework), Group I (Payments & Financial Terms), Group J (Compliance & Verification), Group K (Data & Privacy), and Group L (Legal & Enforcement) — applies throughout these Terms. Capitalised terms used but not defined where they appear carry the meanings given in this Section 2 and the corresponding operative Sections referenced below.

Grievance Officer: Sunil Kumar Dash, designated by ScaleDux as the Grievance Officer under Rule 3(2) of the IT (Intermediary Guidelines and Digital Media Ethics Code) Rules, 2021, to receive, acknowledge, and redress complaints and grievances from users and other affected persons. The Grievance Officer can be contacted at [email protected]. ScaleDux will acknowledge complaints within 1–3 working days of receipt and resolve or respond substantively within 15 days, as required by the IT Rules, 2021.

3. Eligibility and Account Registration

3.1 Age Requirements and Access Tiers

The Platform is available only to individuals who are 18 years of age or older. By registering for an account or accessing the Platform in any capacity, you represent and warrant that you are at least 18 years of age. If you are under 18 years of age, you are not permitted to register, create an account, or access the Platform in any capacity whatsoever, and you must immediately cease using the Platform.

ScaleDux does not knowingly collect, process, or retain Personal Data of individuals under the age of 18 years. If ScaleDux becomes aware that a User is under 18 years of age, ScaleDux will immediately suspend or terminate that User’s account and delete all associated Personal Data to the extent permitted by Applicable Law. If you are a parent or guardian and you become aware that your child under the age of 18 has registered on the Platform without your consent, please notify ScaleDux immediately at [email protected].

3.2 Legal Capacity

By creating an account, you represent and warrant that you:

(a) are at least 18 years of age;

(b) are legally competent to enter into binding contracts under the Indian Contract Act, 1872, and are not a person of unsound mind, an undischarged insolvent, or a person otherwise disqualified from contracting under any Applicable Law;

(c) are not a person barred or suspended from using the Platform under these Terms or any prior determination by ScaleDux; and

(d) are not subject to any court order, regulatory direction, or sanction under Indian or international law that would prohibit your use of the Platform.

If you are registering on behalf of a company, LLP, partnership, or other legal entity, you additionally represent and warrant that: (i) you have full authority to bind that entity to these Terms; (ii) the entity is duly incorporated or registered under Applicable Law; and (iii) your use of the Platform on behalf of the entity does not violate the entity’s constitutional documents or any applicable regulatory requirement.

3.3 Confidentiality from First Disclosure

All confidentiality obligations in these Terms – and in any Platform Confidentiality Agreement executed between users – apply from the moment Confidential Information is first disclosed between two users through the Platform, regardless of whether any Project, Mentorship Engagement, investment arrangement, or any other engagement is subsequently agreed, commenced, or completed.

A Expert (Service Provider), Investor, or Mentor who receives a Founder’s confidential materials in connection with evaluating or bidding on a project, viewing investor-facing information, or any mentorship interaction is bound by the applicable confidentiality obligations from the moment that information is accessed – whether or not any proposal, interest, term sheet, engagement, or SOW results. The confidentiality obligation in each case survives for a period of 3 years from the date of the relevant disclosure – or, if a Project, Mentorship Engagement, or investment arrangement was concluded, for 3 years from the date of its conclusion – whichever is later.

No user may argue that information received through the Platform’s discovery, matching, or search features is not subject to confidentiality obligations on the grounds that no formal engagement was initiated. The confidentiality obligation attaches to the information at the point of access, not at the point of contract formation.

3.4 Platform Confidentiality Agreement – NDA Mechanism

ScaleDux provides a Platform Confidentiality Agreement (PCA) as an electronic tool to formalise confidentiality obligations between users in two specific scenarios: a Project NDA (Founder to Expert) and an Investor Confidentiality Agreement (Founder to Investor). Execution of a PCA is a condition of accessing gated content. Clicking acceptance constitutes a legally binding electronic signature under Section 5 of the Information Technology Act, 2000 and a valid acceptance of the PCA under Section 2(b) of the Indian Contract Act, 1872. A user who executes a PCA and subsequently does not proceed remains bound by all obligations under the PCA for the survival period in Section 3.3.

ScaleDux is not a party to any Platform Confidentiality Agreement. ScaleDux’s role is limited to providing the PCA template and click-through execution mechanism, maintaining records of execution, and making those records available to the parties and, where required by law or court order, to legal authorities. A credible report that a user has materially breached a PCA – supported by reasonable evidence – entitles ScaleDux to suspend or terminate that user’s account under Section 15.

3.5 Account Registration

To access most Platform features, you must create an account. Registration on the Platform is subject to ScaleDux’s approval. ScaleDux reserves the right to approve or reject any registration or account creation, or to suspend or revoke access to an existing account, at any time and for any lawful reason – including platform capacity constraints, supply and demand considerations, platform integrity concerns, reputational risk, incomplete or suspicious information, prior policy violations, or other business considerations at ScaleDux’s sole and absolute discretion. ScaleDux is under no obligation to provide reasons for any registration rejection or account action.

By submitting a registration, you agree to:

• Provide accurate, complete, and current information during registration;
• Confirm and warrant that you are 18 years of age or older at the time of registration and that you will not use the Platform if at any time you are below the age of 18;
• Keep your account information updated at all times and promptly correct any information that becomes inaccurate or misleading;
• Maintain the confidentiality of your account credentials and not share them with any other person or entity;
• Notify ScaleDux immediately at [email protected] if you suspect or become aware of any unauthorised access to your account or compromise of your credentials;
• Not create an account on behalf of another person without their explicit authority, or permit another person to use your account.

You are solely responsible for all activity that occurs under your account, whether or not authorized by you. ScaleDux will not be liable for any loss or damage arising from unauthorized use of your account credentials.

3.6 One Account Per Role

Each individual or entity may maintain one active account per user role. Operating multiple accounts for the same role, or creating accounts to circumvent Platform rules, suspension, or bans is prohibited and may result in immediate termination of all associated accounts.

3.7 KYC and Verification

ScaleDux may require identity verification (KYC), PAN, GSTIN, CIN, or other credential checks before permitting certain activities on the Platform, including making or receiving payments. Failure to complete verification within a reasonable time may result in restrictions on your account. Verification does not constitute an endorsement of your capabilities or the quality of your services.

3.8 Prohibited Persons

You may not use the Platform if you are: (a) a person barred by any court or authority in India or abroad from using the Platform or similar services; (b) subject to active sanctions under Indian or international law; or (c) an entity that has been permanently banned by ScaleDux.

4. User Roles and Responsibilities

4.1 Founders and Clients

Founders and Clients use the Platform to source services, mentorship, funding, and tools. By using the Platform in this capacity, you agree to:

• Post accurate, complete, and non-misleading project requirements;
• Engage Experts (Service Providers), Mentors, and Investors honestly and in good faith;
• Make payments for agreed services promptly through the Platform’s Payment Gateway;
• Not request services that are illegal, unethical, or in violation of these Terms;
• Provide timely feedback and approvals so that Projects can be completed as agreed;
• Maintain confidentiality of proposals and bids received from Experts (Service Providers).

4.2 Experts (Service Providers) and Freelancers

Experts (Service Providers) offer professional services to Clients through the Platform. By using the Platform in this capacity, you agree to represent your skills, credentials, experience, and availability honestly; deliver services as described in the SOW, on time, and to the agreed standard; not subcontract work without the Client’s written consent; disclose any open-source software components used and ensure licence compatibility; comply with all Applicable Laws including all tax obligations (you are solely responsible for all tax liabilities, filings, and compliance arising from your services); treat all Confidential Information received from a Founder as strictly confidential from the moment of receipt; comply with any executed Platform Confidentiality Agreement; and not use any Confidential Information received from a Founder for any purpose other than delivering the specific Project for which it was shared.

4.3 Mentors

Mentors provide advisory and guidance services through the Platform. By using the Platform in this capacity, you agree to represent your qualifications honestly; provide advice in good faith based on your genuine knowledge and experience; clearly distinguish between general business advice and regulated professional advice (and, if providing regulated advice, hold and maintain the appropriate licence); not guarantee specific outcomes; treat all information received from a Founder as Confidential Information from the moment of receipt; not disclose any Founder’s Confidential Information to any third party without the Founder’s explicit prior written consent; and not use any Confidential Information to benefit yourself or any third party.

ScaleDux does not verify mentor credentials unless expressly stated. Founders should independently verify any claimed qualifications before relying on mentor advice.

4.4 Investors

Investors use the Platform to discover and evaluate startup opportunities. By using the Platform in this capacity, you acknowledge and agree that the Platform does not provide regulated investment advisory services, securities brokerage, or any service requiring registration under the SEBI Act, 1992; that any investment decision is solely your own, made after independent due diligence; that nothing on the Platform constitutes an offer or solicitation to buy or sell securities; that you are solely responsible for compliance with Applicable Law including SEBI regulations, FEMA, and foreign investment rules; that ScaleDux makes no representation as to the investment merit, legal compliance, or viability of any opportunity; and that you will treat all Confidential Information accessed through the Platform as strictly confidential, use it solely to evaluate a potential investment in the specific startup, not share it without the Founder’s prior written consent, not use non-public information in breach of the SEBI (Prohibition of Insider Trading) Regulations, 2015, and destroy or return such information within 10 Business Days where no investment is made.

4.5 Obligations of All Users

Regardless of your role, you agree that you will not:

• Use Confidential Information received from another user for any purpose beyond that for which it was disclosed, or disclose it in violation of these Terms or any PCA;
• Post false, misleading, defamatory, obscene, or unlawful content;
• Impersonate any person, entity, or brand;
• Attempt to gain unauthorised access to any part of the Platform or another user’s account;
• Engage in scraping, automated data extraction, or any activity that places excessive load on the Platform’s infrastructure;
• Use the Platform for any unlawful purpose or in violation of Applicable Law;
• Harass, threaten, or abuse any other user;
• Attempt to manipulate reviews, ratings, or the Platform’s ranking systems;
• Use the Platform to transmit spam, malware, or any harmful code.

4.6 Agencies

An Agency is a Expert (Service Provider) that operates under a single Platform account and delivers services through multiple individuals (each, an “Agency Member”). The Agency Owner assumes full, unconditional, and non-delegable liability for every act, omission, or breach of any Agency Member; for the quality and timely delivery of all Deliverables; for compliance with these Terms and Applicable Laws; for all Platform Fees, Commission, and tax obligations; for the classification of Agency Members; for any non-circumvention obligation; and for any fraud or misconduct by any Agency Member. The Agency Owner must accurately disclose agency status, maintain records of Agency Members, obtain Client consent before substituting team members, and ensure compliance by all Agency Members. ScaleDux may enforce these Terms exclusively against the Agency account.

4.7 Multi-Role Users – Role Independence and Liability Separation

Where a User holds more than one role, the obligations, restrictions, liabilities, and responsibilities applicable to each role apply fully and independently to that role’s activities. A Multi-Role User may not use one role’s access, features, or data to gain an advantage prohibited under another role, and may not use one role to circumvent non-circumvention obligations applicable to another. Platform Fees apply separately to each role. Any such misuse is a material breach entitling ScaleDux to terminate all roles held by that User.

4.8 Independent Contractor Status – Labour Law Insulation

All Experts (Service Providers) and Mentors operate as independent contractors. No relationship created through the Platform constitutes a contract of employment or any employer-employee relationship under any applicable Indian labour or social security legislation – including the Industrial Disputes Act, 1947; the Contract Labour (Regulation and Abolition) Act, 1970; the EPF Act, 1952; the ESI Act, 1948; the Payment of Gratuity Act, 1972; the Payment of Wages Act, 1936; the Minimum Wages Act, 1948; the Unorganised Workers’ Social Security Act, 2008; the Code on Wages, 2019; the Code on Social Security, 2020; or any state legislation.

ScaleDux does not employ, engage, supervise, direct, control, or monitor any Expert (Service Provider) or Mentor, and is not a “principal employer” for any of them. Each Founder is solely responsible for correctly classifying their engagements and for all obligations that arise if an engagement constitutes employment, and indemnifies ScaleDux in full for any misclassification. Experts and Mentors are solely responsible for their own insurance, statutory registrations, and tax obligations, and will not claim employee or workman status from ScaleDux or any Founder. ScaleDux will comply with any obligations that arise under future labour legislation (including the Code on Social Security, 2020) as and when applicable, with at least 30 days’ notice to users.

5. Intermediary Status and Safe Harbour

5.1 ScaleDux as a Technology Intermediary

ScaleDux operates the Platform exclusively as an online intermediary within the meaning of Section 2(1)(w) of the Information Technology Act, 2000. ScaleDux provides technology infrastructure through which users interact; does not initiate the transmission of information, select the recipient, or select or modify the content of any transmission, as contemplated by Section 79(2); is not a party to any contract, SOW, mentorship engagement, or investment arrangement between users; and creates no employment, agency, partnership, joint venture, or fiduciary relationship with any user through any badge, rating, verified indicator, or matching feature.

5.2 No Supervision, Direction, Control, or Monitoring

ScaleDux does not supervise, direct, control, or monitor any user in the performance of any contract, SOW, mentorship engagement, or other activity. No inference of supervision, direction, control, or monitoring shall be drawn from any matching algorithm, recommendation, discovery feature, SCORE™ output, or rating displayed on the Platform. ScaleDux does not monitor communications between users except to the extent required by Applicable Law and the IT (Intermediary Guidelines and Digital Media Ethics Code) Rules, 2021.

5.3 No Responsibility for User Content, Services, or Outcomes

ScaleDux is not responsible for, and expressly disclaims all liability in connection with, the accuracy or legality of any User Content; the performance, quality, fitness for purpose, or outcome of any professional, advisory, mentorship, or investment-related activity; any representation by a Expert (Service Provider); any guidance by a Mentor; any investment decision by an Investor; and any dispute arising between users. Users are solely responsible for independently evaluating the suitability, qualifications, competence, and trustworthiness of any other user.

5.4 Badges, Ratings, Verified Indicators, and SCORE™ Outputs Are Not Guarantees

Any badge, rating, review, verified indicator, SCORE™ output, or similar feature is an informational tool only. No such indicator is a guarantee of any user’s quality or fitness, an endorsement by ScaleDux, a prediction of future performance, a professional certification, or a credit rating. Responsibility for verifying any claim or credential rests entirely with the user relying on it.

5.5 Safe Harbour

ScaleDux is entitled to the safe harbour protections under Section 79 of the Information Technology Act, 2000 and the Intermediary Rules, provided it acts as an intermediary, observes due diligence, and acts expeditiously to remove or disable access to unlawful content upon actual knowledge of a court order or notification by the appropriate Government or its agency.

5.6 Grievance Redressal

In accordance with Rule 3(2) of the Intermediary Rules, ScaleDux has designated the following Grievance Officer: Sunil Kumar Dash, [email protected]. Complaints must be submitted in writing and include the complainant’s full name and contact details, the nature of the complaint, the specific content/account/transaction in question, and any supporting evidence.

5.7 Content Takedown

Upon receipt of a valid complaint or takedown request in the form and manner prescribed under Applicable Law, ScaleDux will act expeditiously to review and, where appropriate, remove or disable access to the content in question, and reserves the right to retain records of removed content for the period required by Applicable Law.

5A.1 Anti-Money Laundering and Prevention of Financial Crime

Each user warrants that they will not use the Platform for money laundering, terrorist financing, bribery, corruption, fraud, or any financial crime, and that all funds introduced are from lawful sources. ScaleDux may, at its sole discretion and without prior notice, suspend or freeze accounts and withhold settlements where it has reasonable grounds to suspect financial crime; file Suspicious Transaction Reports with FIU-India without tipping off; withhold settlements pending regulatory clearance; cooperate with FIU-India, the Enforcement Directorate, CBI, the Income Tax Department, SFIO, RBI, SEBI, and other authorities; terminate accounts; and report to law enforcement. Each user must cooperate with any investigation within 5 Business Days of a request. ScaleDux will comply with reporting-entity obligations under the PMLA, 2002 as and when applicable.

5A.2 Prevention of Sexual Harassment – Professional Environment Obligation

All communications conducted through the Platform constitute professional workplace communications within the spirit of the POSH Act, 2013, even though ScaleDux is not the employer of any user. Each user is prohibited from engaging in any act of sexual harassment. Reports may be emailed to [email protected]; ScaleDux will conduct an initial review within 5 Business Days, may suspend the reported account pending investigation, and will take appropriate action. ScaleDux does not constitute an Internal Complaints Committee and the reporting user retains all statutory rights under the POSH Act, 2013.

5A.3 Foreign Exchange Compliance – INR-Only Platform

The Platform operates exclusively in Indian Rupees. ScaleDux does not accept, process, or facilitate payments in any foreign currency. Non-resident users (within the meaning of FEMA, 1999) must disclose their status in writing before transacting and are solely responsible for FEMA compliance. ScaleDux will not process any transaction it determines may violate FEMA or any RBI direction, and each non-resident user indemnifies ScaleDux against losses arising from their FEMA non-compliance.

5A.4 RBI Payment Aggregator Compliance – ScaleDux’s Payment Role

ScaleDux is not a Payment Aggregator within the meaning of the RBI’s Master Directions on Payment Aggregators and Payment Gateways. ScaleDux acts as a merchant using RBI-authorised Payment Aggregators (currently Razorpay and/or PayU) to collect and disburse payments. ScaleDux does not provide any credit, loan, advance, or deferred payment facility, and does not operate a prepaid payment instrument or wallet.

5A.5 Aadhaar-Based eKYC – UIDAI Compliance

Where ScaleDux’s eKYC process involves Aadhaar-based authentication, it is conducted exclusively through UIDAI-authorised agencies. ScaleDux does not store, retain, or collect Aadhaar numbers in raw form and uses only the authentication response, in compliance with UIDAI guidelines and the Supreme Court’s directions in Justice K.S. Puttaswamy v Union of India [2018 1 SCC 809].

5A.6 No Digital Lending

ScaleDux does not provide, arrange, facilitate, or intermediate any form of digital lending, buy-now-pay-later arrangement, credit, loan, advance, or instalment payment facility. All Platform transactions require full payment upfront before any work begins or any Settlement is processed.

5A.7 Platform Integrity Reporting – Whistleblower Mechanism

Users may report suspected violations, fraud, financial crime, or serious misconduct by email to [email protected]. Reports are treated as confidential to the maximum extent permitted by law. Good-faith reporters will not face adverse action; false, malicious, or bad-faith reports are a material breach subject to account action under Section 15.2.

6. User Content and Platform License

6.1 Your Content, Your Responsibility

You retain full ownership of all User Content you submit. By submitting User Content, you grant ScaleDux: (a) a Platform Operations Licence – a non-exclusive, worldwide, royalty-free, sublicensable licence to host, store, display, reproduce, transmit, and process your User Content solely to operate and provide the Services, terminating on deletion (subject to legal retention); and (b) an Anonymized Improvement Licence – a non-exclusive, worldwide, royalty-free, perpetual, irrevocable licence to use data derived from your User Content after it has been irreversibly anonymized and aggregated such that it no longer constitutes Personal Data. You are solely responsible for ensuring your User Content does not infringe third-party rights, is not false or defamatory, complies with Applicable Law, and does not contain third-party Personal Data without consent.

6.2 Prohibited Content

You must not post, upload, or share content that:

• Is illegal, defamatory, obscene, pornographic, or threatening;
• Infringes any intellectual property right of any person or entity;
• Contains viruses, malware, or any harmful code;
• Promotes discrimination, hatred, or violence against any individual or group;
• Misrepresents your identity, credentials, or affiliations;
• Violates the privacy of any individual, including posting personal data without consent.

6.3 Anonymized and Aggregated Data

Once data has been irreversibly anonymized, it ceases to be Personal Data and is no longer subject to the DPDP Act, 2023. ScaleDux may use such anonymized and aggregated data to train and improve the SCORE™ framework and the Platform’s matching, discovery, ranking, and recommendation algorithms; develop fraud and abuse prevention systems; produce industry benchmarking and ecosystem insights (which it may publish or share commercially); and for other internal research and product development. This does not require separate consent and does not affect your rights in your underlying User Content. Anonymized derivatives already incorporated into trained models, benchmarks, or aggregated datasets cannot be disaggregated or deleted.

6.4 Feedback and Reviews

Ratings and reviews must be honest, based on genuine experience, and must not be manipulated, purchased, or incentivised. ScaleDux may remove reviews that violate these Terms or Applicable Law and may display Feedback permanently. A user may appeal a review by writing to [email protected] within 14 days of publication, stating the specific grounds; ScaleDux will respond within 15 days and will not remove reviews solely because the subject disagrees with the rating or opinion.

6.5 Records of Compliance and Data Responsibility

Each user is solely and exclusively responsible for the creation, maintenance, storage, backup, and integrity of their own business records, independently of anything ScaleDux does or does not do. Indian law independently imposes record-keeping obligations on users (including under Section 128 of the Companies Act, 2013; Rule 56 of the CGST Rules, 2017; and Section 44AA of the Income-tax Act, 1961). ScaleDux is a technology platform, not a substitute for any user’s independent record-keeping obligations.

ScaleDux’s obligation to retain, store, or make available any user data is strictly limited to what is expressly required by Applicable Law. ScaleDux expressly disclaims all liability for loss, unavailability, deletion, corruption, or inaccessibility of any user data arising from account closure or termination, platform maintenance, technical failures, security incidents (subject to its DPDP Act obligations), storage tier expiry, user error, force majeure, or discontinuation of the Platform or any feature. Users are strongly advised to download and independently store copies of all SOWs, GST invoices, TDS certificates, transaction statements, SCORE™ reports, NDA execution records, project delivery evidence, and KYC documents. ScaleDux reserves the right to delete data in accordance with its retention policies, Applicable Law, account closure, storage tier expiry, or content moderation, without advance notice except where expressly required.

7. Non-Circumvention and Platform Loyalty

7.1 The Core Obligation

A substantial part of the value ScaleDux provides is the opportunity to discover, evaluate, and connect with other users through the Platform. Accordingly, if you are introduced to another user through the Platform, you must not, for a period of 24 months from the date of that Platform Introduction, engage, contract, transact with, or make or receive any payment to or from that user for the same or substantially similar purpose, outside the Platform, without routing the engagement and all associated payments through the Platform. This obligation binds you personally and any entity on whose behalf you use the Platform. The 24-month period runs from the Platform Introduction date as recorded in ScaleDux’s system logs, which constitute conclusive evidence, and does not reset by reason of any subsequent project, proposal, or SOW.

7.2 Prohibition on Sharing Contact Details Before Contract Formation

Before a SOW between two users has been formally accepted and recorded on the Platform, users may not share, solicit, request, or use Means of Direct Contact for the purpose of establishing or facilitating off-platform communication or transactions. After a SOW is accepted, users may share contact details necessary to perform the Project, but the Non-Circumvention obligation continues for the full 24-month period regardless of any contact details shared.

7.3 What Counts as Circumvention

Circumvention includes, without limitation: engaging a Platform-introduced counterparty off-Platform for the same or substantially similar services without routing it through the Platform; making or receiving any payment off-Platform; using a new or existing entity not registered on the Platform to avoid fees; soliciting another user to transact off-Platform; sharing Means of Direct Contact before a SOW is accepted; referring a Platform-introduced user to a non-Platform third party to transact off-Platform; and using information obtained through the Platform to identify and contact a user externally to transact off-Platform.

7.4 Platform Introduction Date – Evidence

The Platform Introduction date is recorded in ScaleDux’s system logs, which constitute conclusive platform-level evidence and may be produced in any legal or arbitral proceeding. A user claiming a relationship predated the Platform Introduction must prove that claim with documentary evidence under Section 7.6.

7.5 Consequences of Circumvention

A breach of this Section 7 is a material breach. ScaleDux may, severally or together: immediately suspend or permanently close the accounts of all users involved; charge a Circumvention Fee (liquidated damages) as the greater of ₹25,000 or 15% of the total value of all off-Platform transactions made in breach during the Non-Circumvention Period, capped at ₹5,00,000 per single incident, agreed under and consistent with Section 74 of the Indian Contract Act, 1872; recover all investigation and enforcement costs under Section 73; recover amounts through Set-Off under Section 8.12; and institute legal proceedings or arbitration.

7.6 Exceptions

The Non-Circumvention obligation does not apply where (and the user claiming the exception bears the burden of proving it with documentary evidence): (a) the two users had an existing, documented commercial relationship predating their Platform Introduction; (b) ScaleDux has given prior written consent to the specific off-platform transaction; or (c) the Platform Opt-Out Fee has been paid in respect of that specific relationship.

7.7 Platform Opt-Out Fee

A user may apply to take a Platform-introduced relationship off-platform by paying the Platform Opt-Out Fee – the greater of ₹25,000 or 10% of the estimated annual transaction value between the two users, as agreed at the time of the opt-out application. The Opt-Out Fee is non-refundable and is payable by the initiating user. Requests are submitted to [email protected]; ScaleDux will respond within 10 Business Days and may decline at its sole discretion.

7.8 Survival

The Non-Circumvention obligation survives the termination or closure of a user’s account and continues to bind the user for the full 24-month period from the relevant Platform Introduction date. The Circumvention Fee and recovery rights remain fully enforceable against a user whose account has been closed.

8. Fees, Payments, and Taxes

8.1 General Fee Principles

ScaleDux charges Platform Fees across these categories: the Platform Onboarding Fee (all roles, on registration); the Marketplace Fee (Founders, per transaction); the Contract Initiation Fee (Founders, per SOW submitted); the Subscription Fee (Founders and Investors, premium tiers); the SCORE™ Assessment / Report Unlock Fee (Founders, dormant until SCORE™ launch); the AI Analysis Fee (Founders, dormant until AI features launch); the Commission (Experts and Mentors, deducted from gross earnings); and the Premium Profile Fee (Experts). The specific quantum of every fee is published on the Platform’s pricing page, which forms part of these Terms by reference. All fees are exclusive of GST (currently 18%) unless stated otherwise.

A fee increase or the first activation of a dormant fee requires at least 30 days’ advance notice; a reduction or promotional reduction may take effect immediately; a fee change required by law may take effect on the date required. Continued use after a fee change takes effect constitutes acceptance. Platform Fees are not introduction, finder’s, referral, placement, recruitment, or brokerage fees – they are charged for ScaleDux’s technology infrastructure and are levied only on transaction initiation or completion, not on profile views, messages, or expressions of interest. ScaleDux’s failure to collect a fee on any occasion is not a waiver of its right to collect it.

8.2 Fees Applicable to Founders

Platform Onboarding Fee (8.2.1): payable on successful KYC verification only; one-time per account lifetime; collected by charging the registered instrument or adding it to the first transaction; non-refundable once charged; not a regulatory registration. Limited access applies before KYC; full access follows successful KYC and payment.

Marketplace Fee (8.2.2): charged to Founders on each Project transaction with a Expert and each Mentorship transaction with a Mentor, as a percentage of gross value or a fixed amount, displayed before payment. It is a separate charge payable by the Founder (not deducted from the Expert’s/Mentor’s payout), charged once per Project (not per Milestone), and non-refundable once the Expert has accepted the SOW and commenced work or the session has commenced.

Contract Initiation Fee (8.2.3): a fixed amount per SOW submitted, charged at submission. If the Expert declines or fails to respond, it is credited to the Founder’s Platform account balance for future use (refunded in cash only on account closure, net of amounts owed). It is non-refundable once a SOW is accepted.

Subscription Fee – Founders (8.2.4): billed in advance (monthly or annual) under an irrevocable standing e-mandate and auto-renewal authorization compliant with RBI recurring-payment guidelines, with at least 24 hours’ pre-debit notification above the prescribed threshold. Cancellation takes effect at the end of the current cycle; no refund is issued for the current monthly or annual period; a pro-rata refund applies only if ScaleDux discontinues a tier with less than 30 days’ notice. Non-use does not give rise to a refund.

DORMANT PROVISION – Neither the SCORE™ assessment nor the Report Unlock Fee (8.2.5) is currently active. Both activate concurrently with the launch of SCORE™ under Section 9, with the Report Unlock Fee quantum published at least 30 days before activation.

SCORE™ – Free Assessment and Report Unlock Fee (8.2.5): SCORE™ outputs are not a credit rating, research report, valuation, prospectus, or any SEBI-regulated instrument, and ScaleDux is not registered with SEBI in any capacity. Completing a SCORE™ assessment is free; the overall score (300–900) and category-level scores are free. The Report Unlock Fee unlocks the detailed analytical content that already exists in the Founder’s account; it is non-refundable from the moment of payment. One free assessment per startup per six-month period applies. Paid reports carry permanent access for the account lifetime (subject to account closure and 90-day discontinuation notice). Unpaid detailed report data is purged 120 days after assessment completion, following Day-90 and Day-110 notices; assessment inputs are retained for regeneration and benchmarking. Subscribed Founders are subject to a different regime.

DORMANT PROVISION – AI Analysis features (8.2.6) are not currently available. Each AI Analysis framework activates separately when made available, with at least 30 days’ advance notice and publication of the applicable per-framework fee.

AI Analysis Fee (8.2.6): fully gated with no free preview; charged before any output is generated; per-framework pricing with each framework purchased separately; each purchase covers one complete analysis (a snapshot); non-refundable except for a technical failure originating exclusively in ScaleDux’s own systems.

Document Storage and Data Room (8.2.7–8.2.8): ScaleDux maintains one document repository per Founder with two separate access contexts – a private SCORE™ Evidence Context and an Investor Data Room Context that contains only documents the Founder deliberately publishes. File limits, storage tiers, retention periods, and purge notices apply by Platform status. The investor data room is Founder-controlled; investor access depends on the investor’s subscription status and any NDA-gating; ScaleDux provides storage, access control, and logging infrastructure only and is not a party to any PCA.

ScaleDux is a platform, not a backup service. Founders are solely responsible for maintaining their own independent copies of all uploaded documents. Advance purge notices are a courtesy and do not alter that responsibility.

8.3–8.5 Fees Applicable to Experts, Mentors, and Investors

Experts (Service Providers): a Platform Onboarding Fee payable on successful KYC and collected by deduction from the first Settlement (with shortfall carry-forward); an optional Premium Profile Fee for enhanced discoverability (no guarantee of work or earnings); and a Commission on all Project earnings, deducted under an irrevocable, unconditional authorization before Settlement. The statutory payment sequence is mandatory and non-negotiable: TDS under Section 194-O of the Income-tax Act, 1961 is calculated on the gross amount (1% with valid PAN, or 20% under Section 206AA without), Commission is calculated on the gross amount, and the net is settled to the bank account. Commission is non-refundable in cash (credited to the Platform account on a valid refund outcome). Disputing a correctly-deducted Commission via gateway/bank/chargeback is a material breach.

Mentors (8.4): the Platform Onboarding Fee and Commission provisions mirror Section 8.3, with “Project” read as “Mentorship Session or Mentorship Engagement”. Credential review disclaimers apply; Mentors warrant any claimed professional licence is current and valid; Commission is not a referral fee for regulated advice.

Investors (8.5): a Platform Onboarding Fee payable on successful KYC and compliance (AML/PEP) screening, collected by charging the registered instrument or bundling into the first subscription payment; and a Subscription Fee for access to investor-facing tools. The Investor Subscription is not an investment advisory, portfolio management, deal sourcing, or any SEBI-regulated service, and creates no fiduciary or advisory relationship. Investors remain solely responsible for SEBI, FEMA, RBI, insider-trading, and tax compliance.

8.6–8.8 Authorization, Processing, and Settlement

The Commission deduction authorization given by Experts and Mentors is a standing, unconditional, irrevocable payment instruction that survives account termination to the extent needed to process pending payments and is not affected by any user-to-user dispute. By initiating any payment, each Founder irrevocably authorizes the Payment Gateway to charge the full gross amount at checkout and confirms the Marketplace Fee and Contract Initiation Fee are earned on completion and non-refundable except as expressly provided.

All payments are processed through RBI-authorised Payment Aggregators (currently Razorpay and/or PayU). ScaleDux does not hold, store, or have custody of user funds or raw payment instrument data, and is not an escrow agent, trustee, or banking institution. ScaleDux stores transaction metadata only. The mandatory payment sequence is: gross payment → TDS (Section 194-O) → Commission → TCS (Section 52 CGST, where applicable) → net Settlement. Settlement follows the gateway’s standard cycle (typically T+2). Full Settlement occurs when the payment is finally and irreversibly credited and is no longer subject to reversal, clawback, or chargeback; transfer of Work Product and IP is conditional on Full Settlement.

8.9 Chargebacks – Material Breach and Enforcement

Legitimate chargebacks are limited to genuine authorisation failures, duplicate technical errors, or exhausted dispute resolution. A bad-faith chargeback – including where the services were delivered, where the internal dispute process was bypassed, where it is used as commercial leverage, or where the Deliverables were previously accepted – is a material breach. ScaleDux may contest the chargeback, withhold or reverse settlements, recover the full amount plus penalties, fees, an administrative recovery fee, and legal costs, suspend or close the account, and report to gateway risk functions, credit bureaus, or authorities as permitted by law.

8.10 Default and Non-Payment

Events of default include any fee unpaid for more than 15 Business Days; a declined or expired instrument not replaced within 7 Business Days of notice; an un-withdrawn bad-faith chargeback; a negative account balance for more than 30 days; failure to comply with a tax audit cooperation request; or furnishing false payment or identity information. On default, ScaleDux may suspend (read-only) or, after 15 Business Days’ notice to remedy (or immediately for fraud), permanently close the account; apply Set-Off; charge the registered instrument; charge interest at 18% per annum (1.5% per month) under the Interest Act, 1978; recover collection costs; and report the default as permitted by law. Default obligations survive account termination.

8.11 Taxes

Each user is solely responsible for determining, calculating, filing, and discharging all their tax liabilities; nothing in these Terms constitutes tax advice. ScaleDux operates as an e-commerce operator and will deduct TDS under Section 194-O and issue Form 16A certificates, deducting at 20% under Section 206AA where a valid PAN is not furnished; collect TCS under Section 52 CGST where applicable; and issue GST-compliant tax invoices for Platform Fees to GSTIN-registered users. Experts and Mentors warrant the accuracy of their PAN and indemnify ScaleDux for tax demands arising from incorrect PAN, undisclosed non-resident status, GST non-compliance, or false tax information; this tax indemnity survives for 7 years. Users must cooperate with any tax audit within 10 Business Days of a request.

8.12 Set-Off

ScaleDux may, at any time and without prior notice except where required by law, deduct and set off any amounts owed by a user (unpaid fees, interest, chargeback recoveries, indemnification amounts, and other debts) against any amounts otherwise payable to that user, including pending settlements, account balance credits, and future payment flows. ScaleDux will provide a written Set-Off statement within 5 Business Days. The right of Set-Off is in addition to all other remedies.

9. SCORE™ Evaluation Framework

SCORE™ is not part of the initial platform launch. It will be made available in a subsequent release (expected mid to end of 2026). The provisions of this Section will activate when SCORE™ is made available to users.

9.1 What SCORE™ Is

SCORE™ (Startup Capability and Opportunity Readiness Evaluation) is ScaleDux’s proprietary AI-powered startup evaluation framework. It generates a score from 300 to 900 reflecting a startup’s readiness across multiple dimensions, using industry-specific weights, stage-adaptive criteria, and evidence-backed assessment inputs. SCORE™ is patent-pending and its methodology, logic, weights, and benchmarks are ScaleDux’s proprietary intellectual property and trade secrets.

9.2 What SCORE™ Is Not

SCORE™ outputs are informational only. A SCORE™ report does not constitute:

• Investment advice or a recommendation to invest or not invest in any startup;
• Legal, financial, tax, or professional advice of any kind;
• A guarantee, warranty, or prediction of business success or failure;
• A credit rating or creditworthiness assessment.

Investors and Founders must not rely on SCORE™ outputs as the sole basis for any investment, funding, or material business decision. Independent due diligence is essential.

9.3 Accuracy and Beta Disclaimer

When launched, SCORE™ will be offered initially as a production release, but the framework is continuously refined. ScaleDux does not warrant that SCORE™ outputs will be error-free, complete, or suitable for any particular purpose, and scores may change as the methodology evolves.

9.4 IP Protection

Users must not: (a) reverse-engineer, decompile, or attempt to extract SCORE™’s scoring logic, weights, or algorithms; (b) reproduce or commercialise SCORE™ outputs beyond personal or internal business use; or (c) use SCORE™ outputs in any manner that misrepresents ScaleDux’s brand or implies an unauthorised endorsement.

9.5 Fees and Refunds for SCORE™

SCORE™ assessments will be subject to fees published at launch, governed by the Refund Policy published alongside it. No refund will be issued merely because a user is dissatisfied with their score or because it does not meet their expectations.

10. Intellectual Property

10.1 ScaleDux’s IP

All Platform Materials – including the Platform’s software, design, UI/UX, content, SCORE™ framework, branding, and trade marks – are owned by or licensed to ScaleDux and protected under the Copyright Act, 1957, the Trade Marks Act, 1999, the Patents Act, 1970, and other applicable IP laws. You have no right to use ScaleDux’s IP except as expressly permitted.

10.2 Restricted Actions

• Copy, reproduce, distribute, or create derivative works from Platform Materials without written consent;
• Remove or alter any copyright, trademark, or proprietary notice on the Platform;
• Use ScaleDux’s name, logo, or branding in any manner not expressly authorised;
• Use automated tools to extract, scrape, or harvest Platform data in bulk.

10.3 Work Product IP

As between a Client and a Expert, IP in Work Product is governed by the SOW. In the absence of an SOW specifying otherwise: (a) Work Product transfers to the Client upon Full Settlement; (b) Background IP remains with its original owner and is licensed to the Client only to the extent necessary to use the Work Product for its intended purpose.

10.4 Feedback to ScaleDux

If you submit ideas, suggestions, feedback, or recommendations (“Feedback”), you irrevocably assign to ScaleDux all right, title, and interest (including IP rights) from the moment of submission, without restriction or compensation; you waive all moral rights to the extent permitted; ScaleDux owes no duty of confidentiality unless a separate written agreement covers it; ScaleDux is under no obligation to review or implement any Feedback; and you represent the Feedback is your original work and indemnify ScaleDux against any claim arising from a breach of that representation.

11. Warranties and Disclaimers

11.1 Platform Provided “As Is”

The Platform and Services are provided on an “as is” and “as available” basis. To the fullest extent permitted by Applicable Law, ScaleDux expressly disclaims all warranties – express, implied, or statutory – including merchantability, fitness for a particular purpose, and non-infringement.

11.2 No Warranty on Marketplace Outcomes

ScaleDux does not warrant that: (a) the Platform will be uninterrupted, error-free, or virus-free; (b) the quality of any services or material will meet your expectations; (c) any Founder will find suitable Experts or Investors; (d) any Expert will obtain Projects; or (e) any Mentor’s advice will result in business success.

11.3 User Representations

Each user represents and warrants that all information they provide is accurate and not misleading; that they have authority to enter into these Terms and any SOW; that their use will comply with Applicable Laws; and that they will not infringe the IP rights or privacy of any third party.

11.4 Consumer Protection

Nothing in this Section limits any rights a user may have under Applicable Law, including the Consumer Protection Act, 2019, where applicable to their specific use of the Platform.

11A. Release

In recognition of ScaleDux’s role as a technology intermediary, and in consideration of ScaleDux making the Platform available, each user unconditionally, irrevocably, and completely releases ScaleDux and its directors, officers, employees, agents, successors, permitted assigns, and Affiliates from all claims of every kind – whether known or unknown, existing or contingent – arising from or connected with any dispute between the user and any other user. This release (given under and consistent with Section 63 of the Indian Contract Act, 1872) expressly covers claims relating to the quality or delivery of Deliverables; payment disputes; the accuracy or suitability of Mentor advice; investment decisions and losses; misuse of Confidential Information by another user; misrepresentation or fraud by one user against another; refund or compensation claims from user-to-user transactions; claims that ScaleDux negligently enabled or failed to prevent user harm; reviews posted by one user about another (where the feedback system operated per Section 6.4); and any dispute arising from any Project, Mentorship Engagement, or investment interaction.

The release does not cover: ScaleDux’s own failure to perform obligations these Terms expressly impose on it (subject to the liability cap and limitation period in Section 12); ScaleDux’s own fraud or fraudulent misrepresentation; death or personal injury caused directly by ScaleDux’s own proven negligence; rights under the Consumer Protection Act, 2019 that cannot lawfully be released (subject to stated conditions); ScaleDux’s own data-security obligations as a Data Fiduciary; and any liability that cannot lawfully be excluded. This release operates separately from and in addition to the indemnification in Section 13.

12. Limitation of Liability

This Section governs the maximum amount ScaleDux can be made to pay, the categories of loss for which ScaleDux is never liable, and the time within which claims must be brought. It applies to all four user roles and to every basis of claim.

12.1 The Liability Cap

To the fullest extent permitted by Applicable Law, ScaleDux’s total aggregate liability to any single user – whether in contract, tort (including negligence), breach of statutory duty, misrepresentation, restitution, or any other theory – shall not exceed the lesser of (a) ₹25,000; or (b) the total Platform Fees actually retained by ScaleDux from that user in the six consecutive calendar months immediately preceding the date the cause of action first arose, with a floor of ₹1,000. “Platform Fees actually retained” excludes amounts collected on behalf of third parties (such as TDS and TCS). The cap applies once to the aggregate of all related claims, in INR only.

12.2 Commercial Justification for the Cap

The cap represents a genuine, commercially negotiated allocation of risk: ScaleDux’s fees are viable only because its liability exposure is limited as stated, and each user acknowledges the cap is a material term, consistent with Section 73 of the Indian Contract Act, 1872.

12.3 Exclusion of Consequential, Indirect, and Specific Categories of Loss

ScaleDux is not liable, regardless of the legal basis or foreseeability, for: loss of profit, revenue, income, or earnings; loss of business, contracts, opportunity, or anticipated savings; loss of goodwill or reputation; loss of data or documents (subject to its DPDP Act obligations and Section 12.6); wasted time or expenditure; loss of funding or failure to raise capital; loss arising from SCORE™, AI Analysis, matching, or other algorithmic outputs; loss from Platform unavailability or downtime; loss from third-party service failures; loss from regulatory action against a user for their own non-compliance; any indirect, incidental, special, consequential, or punitive loss; and third-party losses a user seeks to recover on another’s behalf.

12.4–12.5 Role-Specific and Third-Party Exclusions

ScaleDux is specifically not liable, for Founders, Experts, Mentors, and Investors respectively, for losses arising from another user’s breach, advice, investment decisions, data-room content, reviews, account actions, SCORE™ outputs, or regulatory non-compliance, as detailed for each role. ScaleDux is also not liable for any loss caused by third-party providers, including Payment Gateways, eKYC and identity vendors, cloud and hosting providers, government systems (Aadhaar, DigiLocker, PAN), and telecommunications/network failures, though it will use commercially reasonable efforts to select reputable providers.

12.6 Exceptions – What the Cap and Exclusions Do Not Cover

Nothing in this Section excludes liability for: death or personal injury caused directly by ScaleDux’s own proven negligence; ScaleDux’s own fraud or fraudulent misrepresentation; ScaleDux’s own wilful misconduct or gross negligence; any non-excludable right under the Consumer Protection Act, 2019 (subject to the user qualifying as a “consumer”); and ScaleDux’s own data-security obligations as a Data Fiduciary in a Security Incident, to the extent they cannot be excluded.

12.7–12.8 User-to-User and Platform-Specific Exclusions

ScaleDux is not a party to and is not liable for any user-to-user contract, SOW, mentorship engagement, or investment arrangement, and is protected by safe harbour under Section 79. ScaleDux is also specifically not liable for losses arising from SCORE™/AI outputs; matching and discovery algorithms; platform downtime and maintenance; account suspension or termination under Section 15; and content moderation under Section 5.7, where it acted in accordance with its intermediary obligations.

12.9 Contractual Limitation Period – 12 Months

Any claim against ScaleDux must be formally commenced within 12 months of the date the user became aware, or ought reasonably to have become aware, of the facts giving rise to it. Any claim not commenced within this period is permanently time-barred, agreed under and consistent with Section 28 of the Indian Contract Act, 1872.

12.10–12.12 Individual Claims, Force Majeure, and Duty to Mitigate

Each user’s rights are personal and the cap applies separately to each individual claim; no collective or representative claims are permitted (see Section 16). ScaleDux is not liable for failure or delay caused by a Force Majeure Event (Section 17.6), though this does not excuse a user’s payment obligations already due. Every user must take all reasonable steps to mitigate loss under Section 73 of the Indian Contract Act, 1872, and ScaleDux may reduce any claim by the amount that could reasonably have been avoided.

13. Indemnification

13.1 Definitions

“Indemnified Parties” means ScaleDux and its directors, officers, employees, agents, Affiliates, successors, and permitted assigns. An “Indemnified Claim” is any third-party claim arising from a user’s acts, omissions, conduct, or breach under Section 13.2. An “Indemnified Liability” is any resulting loss, liability, damage, cost, penalty, fine, tax demand, interest, or expense (including reasonable legal fees and management time).

13.2 User’s Indemnification Obligation – Scope

Each user unconditionally agrees to defend, indemnify, and hold harmless all Indemnified Parties against all Indemnified Claims and Liabilities arising from: their use of the Platform; their User Content and Work Product (including AI-generated content); breach of these Terms, any Policy, or any SOW; violation of Applicable Law; negligence, wilful misconduct, or fraud; infringement of IP, publicity, or privacy rights; AI-generated content infringement and rights-clearance failures; worker classification errors and labour-law claims; tax non-compliance and fraudulent tax documents; data-protection violations; role-specific regulatory breaches (SEBI, professional bodies, CCI, sector or consumer regulators); user-to-user disputes brought against ScaleDux; circumvention-related losses under Section 7; and false or fraudulent representations.

13.3–13.6 Notice, Defence, Advance, and Independence

A user must notify ScaleDux in writing at [email protected] within 5 Business Days of becoming aware of any actual or threatened Indemnified Claim. ScaleDux may assume sole control of the defence and settlement at the user’s cost, and the user must cooperate fully and make no admission or settlement that affects ScaleDux without consent. ScaleDux may require a reasonable advance against anticipated liabilities. The indemnification obligation is independent of, and not limited by, the liability cap in Section 12.1.

13.7 Survival

Indemnification obligations survive account termination for: 7 years (tax non-compliance, Section 13.2(i)); 3 years from closure (labour-law claims, Section 13.2(h)); 3 years from discovery (IP infringement, Sections 13.2(f)–(g)); and 3 years from the event or account closure, whichever is later (all other obligations).

14. Privacy and Data Protection

14.1 Our Privacy Policy

ScaleDux collects, processes, and stores Personal Data in accordance with its Privacy Policy, which is incorporated into these Terms by reference. By using the Platform, you consent to ScaleDux’s processing of your Personal Data as described in the Privacy Policy.

14.2 DPDP Act Compliance

ScaleDux processes Personal Data in compliance with the Digital Personal Data Protection Act, 2023. As a Data Fiduciary, ScaleDux: (a) processes Personal Data only for lawful purposes with your consent or another valid legal basis; (b) maintains appropriate security safeguards; (c) enables you to access, correct, and (subject to legal retention obligations) erase your Personal Data; and (d) notifies you and the Data Protection Board of India of any Security Incident likely to affect your rights. ScaleDux does not knowingly process the Personal Data of individuals under 18 and will delete it without undue delay where it becomes aware of such collection.

14.3 User Obligations

If you process Personal Data of other users in connection with your use of the Platform, you are independently responsible for compliance with the DPDP Act and any other applicable data protection law in respect of that processing.

15. Termination and Suspension

15.1 Termination by the User

You may terminate your account at any time by writing to [email protected] or through the account closure mechanism. Termination does not entitle you to a refund except as expressly provided; all active engagements and pending obligations must be resolved and all outstanding amounts settled before closure; you are solely responsible for downloading your data; and your Non-Circumvention (Section 7) and indemnification (Section 13) obligations survive closure.

15.2 Termination or Suspension by ScaleDux

ScaleDux may, at its sole and absolute discretion, suspend or permanently terminate your account – with or without notice – where you breach these Terms; engage in or are reasonably suspected of fraud or dishonest conduct; provide false documents or information; violate the Non-Circumvention obligation; initiate a bad-faith chargeback or carry a negative balance for more than 30 days; create multiple accounts or re-register after termination without consent; remain inactive for 12 months (with 30 days’ notice); are required to be suspended by a court or authority; pose a material risk; or where ScaleDux determines continued access is not in the best interests of the user community. Advance notice is given where circumstances permit, except for fraud, security threats, regulatory direction, or imminent risk.

15.3–15.4 Suspension Pending Investigation and Consequences of Closure

ScaleDux may temporarily suspend an account pending investigation, with read-only access and held payouts, aiming to complete the investigation within 30 days. On permanent closure, access ceases immediately; subscriptions are cancelled without refund of the current cycle; payouts on for-cause closures may be withheld and applied against amounts owed; data-room documents are removed from investor access; NDA and access-log records are retained as required; data is handled per the Privacy Policy and Section 6.5; and Sections 3.4.3, 6.5, 7, 8, 11A, 12, 13, and 16 survive closure.

15.5 Community Notification – Protection of Other Users

Where ScaleDux permanently closes an account, it may notify other users who have active, pending, or recent engagements with that account, providing a factual summary of the closure to the extent necessary to protect them. Notifications are limited to directly-affected users, factual in content, and proportionate. The lawful basis is legitimate interest under the DPDP Act, 2023. ScaleDux has no liability for any good-faith, factually accurate notification, and the closed account holder consents to and waives claims arising from such notifications (except where they contain false statements of fact). ScaleDux may also report suspected criminal conduct or regulatory violations to the relevant authority without prior notice.

15.6–15.7 Closed Account Holder’s Rights and Re-Registration

A user whose account is permanently closed (other than for inactivity) may request a written explanation of the primary reason within 15 Business Days of a request to [email protected], and may file a grievance with the Grievance Officer at [email protected] within 30 days. A voluntary closure carries a 30-day data download window; a for-cause closure carries a 7-day window where safe and appropriate. A user closed for cause may not re-register without ScaleDux’s prior written consent.

15.8 Platform Discontinuation

ScaleDux may discontinue the Platform or any feature at any time. To discontinue the Platform entirely it will give at least 90 days’ advance written notice, keep features accessible during the notice period, assist orderly wind-down, and refund subscription fees for periods beyond the discontinuation date on a pro-rata basis. Feature-specific discontinuation follows the relevant feature’s terms (including Section 8.2.5 for SCORE™ and Section 8.2.4(g) for subscriptions).

16. Dispute Resolution

This Section covers three categories of dispute: (1) Project Disputes and User conduct disputes between users; (2) Platform Disputes between a user and ScaleDux; and (3) formal arbitration where internal resolution fails. All four user roles are covered. Read this Section carefully before filing any dispute.

16.1–16.2 Scope, Categories, and the Dispute Resolution Form

A “Dispute” is any claim between a user and ScaleDux, or between two users, arising in connection with the Terms, the Platform, any engagement, any fee or payment, any account action, any SCORE™/AI output, or user conduct. Disputes are classified as: (a) Project Disputes (between users, tied to a specific engagement); (b) User Disputes (between users, about conduct not tied to an engagement); or (c) Platform Disputes (between a user and ScaleDux). ScaleDux provides an in-platform dispute form; its categorisation decision is final for determining which process applies. Submitting false evidence is a criminal offence under Section 193 of the Bharatiya Nyaya Sanhita, 2023 and a material breach.

16.3 Project Disputes – ScaleDux as Facilitator, Not Adjudicator

ScaleDux acts as a platform facilitator, not a court or arbitrator. It may notify the other party (who has 5–7 Business Days to respond), place a discretionary payment hold (not exceeding 21 days, extendable by 10 Business Days) on amounts not yet settled, and make a Platform Determination for platform purposes only – releasing or refunding held funds, directing a revision period, referring the matter to arbitration, or taking account action. ScaleDux can make factual determinations (whether delivery occurred) but cannot determine quality, contractual interpretation, IP ownership, negligence, fraud, or damages. It cannot reverse a payment that has achieved Full Settlement. Bad-faith dispute filing is a material breach. Either party may pursue arbitration regardless of the Platform Determination.

16.4 User Disputes – Conduct Complaints

User Disputes cover harassment, false credentials, impersonation, misuse of Confidential Information, and similar conduct. ScaleDux conducts a confidential initial review (up to 5 Business Days), may take account-level action (warning, feature restriction, suspension, or termination), and may refer suspected criminal conduct to law enforcement. Retaliation against a reporting user is a separate material breach. ScaleDux does not guarantee any particular outcome; the reporting user retains all civil and court rights.

16.5–16.6 Platform Disputes and the 45-Day Resolution Period

In a Platform Dispute, ScaleDux is the responding party. A complete and valid Platform Dispute (by form or by email to [email protected] with the required information) constitutes a formal Notice of Dispute and starts a mandatory 45-day good-faith resolution period. ScaleDux will provide a substantive written response within 15 Business Days. Urgent disputes (e.g. a wrongly-suspended account) are acknowledged within 4 hours with a provisional determination within 3 Business Days. Both parties must engage in good faith; failure to do so may carry adverse cost consequences in arbitration.

16.7–16.8 Arbitration and Costs

A Platform Dispute unresolved after the 45-day period may be referred to binding ad hoc arbitration under the Arbitration and Conciliation Act, 1996, before a sole arbitrator, seated in Bhubaneswar, Odisha, conducted in English; the award is final and binding; each party bears its own stamp duty. Project and User Disputes do not proceed to arbitration between the user and ScaleDux. Costs follow the event under Section 31A, with enhanced cost shifting against frivolous, vexatious, bad-faith, or improperly-conducted claims or defences.

16.9–16.12 Individual Proceedings, Interim Relief, Consumer Rights, Confidentiality

All Disputes against ScaleDux must be brought on an individual basis only; no class, collective, or representative proceedings are permitted (with a specific severability rule preserving the arbitration agreement). Either party may seek urgent interim relief from the courts at Bhubaneswar under Section 9. Nothing prevents an individual user from approaching a consumer court under the Consumer Protection Act, 2019 for their own personal complaint. All arbitration proceedings are strictly confidential.

16.13–16.14 Visitors, Governing Law, and Jurisdiction

The Platform is restricted to individuals 18 and above; no arbitration agreement binds a person under 18. Visitors who do not register have not accepted these Terms and are subject to the exclusive civil court jurisdiction at Bhubaneswar, Odisha. These Terms and all Disputes are governed by the laws of India; subject to the arbitration agreement and consumer-court rights, the courts at Bhubaneswar, Odisha have exclusive jurisdiction over all matters not subject to arbitration.

17. General Provisions

17.1 Entire Agreement

These Terms, together with the Privacy Policy, Community Guidelines, Refund Policy, and any role-specific policies, SOW, or Mentorship booking confirmation, constitute the entire agreement and supersede all prior agreements and representations. No representation not expressly contained in these Terms or in a document signed by a Director of ScaleDux is binding (reinforced by Section 92 of the Indian Evidence Act, 1872). Order of precedence: an applicable SOW/booking confirmation, then these Terms, then the Privacy Policy, then other Platform policies.

17.2–17.4 Severability, Waiver, and Assignment

If any provision is found invalid, it will be modified to the minimum extent necessary or severed without affecting the remainder. ScaleDux’s failure or delay in exercising a right is not a waiver, and no waiver is binding unless made in writing and signed by a Director. A user may not assign their rights without ScaleDux’s prior written consent; ScaleDux may assign to an affiliate, successor, or acquirer without consent, without impairing existing user rights.

17.5 Independent Contractors and Platform Worker Status

The relationship between ScaleDux and each user is that of independent contracting parties at arm’s length. Nothing creates any employment, agency, partnership, joint venture, or fiduciary relationship between ScaleDux and any user, or between a Founder and any Expert or Mentor. ScaleDux will comply with any obligations under the Code on Social Security, 2020 (as an aggregator) when notified and applicable, with at least 30 days’ notice to users.

17.6 Force Majeure

Neither party is liable for failure or delay in performing non-monetary obligations caused by a Force Majeure Event (acts of God, natural disasters, epidemics/pandemics, war, civil unrest, governmental action including Section 69A internet shutdowns, prolonged power outages over 24 hours, third-party infrastructure failures, and unpreventable cyberattacks). This does not excuse any monetary obligation. The affected party must notify within 5 Business Days, mitigate, and provide updates. If a Force Majeure Event continues more than 60 consecutive days, either party may terminate the affected engagement on 7 days’ notice.

17.7–17.8 Notices and Electronic Records

ScaleDux delivers notices electronically (email, in-app, or posting); a notice is deemed received at transmission absent a delivery failure within 24 hours. Each user must maintain a current registered email address. Critical notices (suspension, termination, arbitration, indemnification demands) are also delivered as in-app notices displayed for at least 30 days. User notices go to [email protected] (disputes/arbitration) or [email protected] (legal/indemnification). By registering, each user consents to electronic delivery of all communications and records, including tax documents valid under Section 4 and Section 2(1)(t) of the IT Act, 2000 and admissible under Section 65B of the Indian Evidence Act, 1872.

17.9–17.14 Further Provisions

Nothing creates any fiduciary or duty-of-care relationship in Platform curation; SCORE™/AI outputs and matching are informational automated tools only. These Terms confer no rights on third parties. Headings are for convenience only. A binding contract is formed by electronic acceptance, with the same legal effect as a handwritten signature under Section 10A of the IT Act, 2000. Specific provisions prevail over general ones to the extent of any conflict. In any conflict between these Terms and the Privacy Policy on data matters, the Privacy Policy prevails.

18. Contact Information

Acknowledgement and Binding Agreement

By accessing, registering on, or using the ScaleDux Platform in any capacity – whether as a Founder, Expert (Service Provider), Mentor, Investor, or visitor – you confirm that you have had the opportunity to read these Terms of Service, and that your continued access to or use of the Platform constitutes your unconditional acceptance of and agreement to be bound by these Terms, as in effect at the time of use. If you do not agree, you must discontinue use immediately and may request deletion of your account by writing to [email protected].

ScaleDux reserves the right to modify, update, or replace these Terms at any time. Where changes are material, ScaleDux will notify registered users by email or a prominent notice on the Platform, with reasonable advance notice. These Terms are governed by the laws of India, and disputes are subject to the exclusive jurisdiction of the competent courts at Bhubaneswar, Odisha, unless resolved through arbitration as provided in these Terms.

These Terms of Service were last updated on 04 June 2026.

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