KGen Innovations Master Service Agreement — governing all client engagements, subscriptions, and use of the IQ Hub platform.
Version 1.0 | Effective: June 2026
Please read these Terms carefully before using the platform or signing any engagement. By using KGen's services, accessing the platform, or countersigning a proposal, the Client confirms acceptance of all terms set out below. These Terms constitute the entire agreement between KGen Innovations and the Client and supersede all prior discussions, representations, and understandings.
This Master Service Agreement ("Agreement") is entered into between KGen Innovations ("KGen", "Vendor") and the organisation or individual ("Client") that subscribes to, accesses, or uses any product or service offered by KGen, including the IQ Hub suite of products (RetrainIQ, LaunchIQ, MoneyIQ, ShowIQ) and any associated consulting or implementation services.
This Agreement applies to all engagements, whether entered into via a signed proposal, purchase order, or continued use of the platform.
KGen provides cloud-hosted software products and related services under a Software-as-a-Service ("SaaS") model. The following apply to all engagements:
The scope of services provided by KGen is defined exclusively by:
No verbal representation, demonstration, or commitment made by any KGen employee or representative — including but not limited to sales personnel, account managers, or pre-sales consultants — shall constitute a binding obligation on KGen unless confirmed in writing as described above.
The Client acknowledges that it is their sole responsibility to obtain written confirmation for any feature, capability, timeline, or commitment before relying upon it or making any business decision based on it. KGen shall not be held responsible for any action taken by the Client in reliance on an unconfirmed verbal representation.
Any feature, workflow, integration, or capability not explicitly described in a signed proposal or written confirmation shall be treated as outside the scope of this engagement — regardless of whether it was discussed verbally, appears standard, or is considered obvious by the Client. When in doubt, the Client must seek written clarification before commencement of the engagement.
All technology, software, source code, architecture, algorithms, processes, designs, and documentation comprising the KGen platform and IQ Hub products are and shall remain the sole intellectual property of KGen Innovations. This Agreement grants the Client a right to use, not to own, the platform.
The Client may not copy, reverse-engineer, decompile, reproduce, resell, sublicense, or otherwise exploit any part of the platform without KGen's prior written consent.
Both Parties agree to treat all non-public information shared during the course of this engagement as confidential. Neither Party shall disclose the other's confidential information to any third party without prior written consent, except as required by law.
This obligation survives the termination of this Agreement and shall remain in force for five (5) years following the date of termination.
The Client is entitled to a 15-day evaluation period ("Free Look Period") commencing from the date of platform activation. During this period, the Client may evaluate the platform and request a full refund if it does not meet requirements, subject to the conditions in Section 8.
The Free Look Period is a one-time benefit. It applies to the first activation of each product. Subsequent renewals, upgrades, or additional modules are not eligible for a Free Look Period.
8.1 Payment Obligation
All fees are payable as per the schedule set out in the signed proposal. The Client shall not withhold, defer, set off, or reduce any payment due to KGen on grounds of alleged system issues, pending feature requests, disputes over scope, dissatisfaction with service, or any other reason, unless KGen has expressly agreed to such withholding in writing.
8.2 Non-Refundability
Upon expiry of the Free Look Period, all fees paid to KGen are strictly non-refundable under any circumstances, including but not limited to: cancellation of the subscription, non-use of the platform, change of business direction, disputes over features, or dissatisfaction with the service.
8.3 Infrastructure Cost Acknowledgement
The Client expressly acknowledges and agrees that upon account activation, KGen allocates dedicated server capacity, bandwidth, and infrastructure resources to the Client's environment. These infrastructure costs are incurred by KGen from the date of activation, continuously, regardless of whether the Client actively uses the platform. Accordingly, subscription fees are determined by the availability and allocation of platform access — not by the frequency or volume of actual usage. The Client waives any right to claim a refund or fee reduction on the basis of partial or non-use of the platform.
8.4 No Withholding on Account of Feature Disputes
Disputes relating to scope, features, or service quality shall be resolved through the process in Section 17. Such disputes do not entitle the Client to withhold payment of undisputed invoices. The obligation to pay is independent of any counterclaim or set-off the Client may allege.
All invoices are due for payment within the period stated on the invoice. Where no period is stated, invoices are due within 7 working days of the invoice date. It is the Client's sole responsibility to maintain their account in good standing by ensuring timely payment of all invoices.
KGen shall not be required to send reminders or follow up on overdue invoices. The Client's obligation to pay on time is unconditional and independent of any communication from KGen.
KGen reserves the right to restrict or suspend the Client's access to the platform — without prior warning or notice — if any invoice remains unpaid for more than 7 working days from its due date.
11.1 Pricing Revision
KGen reserves the right to revise its platform pricing at any time, subject to providing 90 days' written notice to the Client prior to the revised pricing taking effect. Revised pricing will apply at the next renewal or billing cycle following the expiry of the notice period.
11.2 Promotional Pricing
KGen may, at its sole discretion, offer promotional, introductory, or discounted pricing to new or existing clients from time to time. Such promotional pricing:
KGen's standard support commitments are as follows:
Support commitments are conditional on the Client's account being in good standing with no overdue invoices.
Any enhancements, new features, integrations, or custom developments requested by the Client beyond the agreed product scope are treated as separate scoped engagements. Such requests will be assessed, scoped, and priced independently.
A request for an enhancement does not entitle the Client to withhold payment, delay renewals, or claim that the existing scope is deficient. KGen makes no commitment to deliver any enhancement within a specific timeline unless agreed in a separate written SOW.
Custom development engagements are typically undertaken for clients with an active, paid subscription and no overdue invoices.
14.1 Termination by Client: The Client may terminate this Agreement by providing 30 days' written notice to KGen. Termination does not entitle the Client to any refund of fees paid.
14.2 Termination by KGen: KGen may terminate this Agreement immediately and without liability if the Client: (a) fails to pay any invoice within the permitted period; (b) breaches any material term of this Agreement; (c) becomes insolvent or enters liquidation; or (d) engages in conduct that KGen determines, in its sole discretion, to be harmful to the platform, other clients, or KGen's business.
14.3 Data Export on Termination: Upon termination and full settlement of all outstanding dues, KGen will provide a one-time data export in CSV or Excel format within 7 working days. Live platform access will be revoked immediately upon the termination date, regardless of whether dues are settled.
Where applicable, the Annual Maintenance Contract (AMC) covers:
AMC does not include enhancements, new module development, custom integrations, or third-party costs. Such items are scoped and quoted separately.
KGen's aggregate liability to the Client under this Agreement, regardless of the form of action, shall not exceed the total fees paid by the Client to KGen in the three (3) months immediately preceding the event giving rise to the claim.
KGen shall not be liable for any indirect, incidental, consequential, special, or punitive damages, including but not limited to loss of profits, loss of data, loss of goodwill, or business interruption, even if KGen has been advised of the possibility of such damages.
KGen is not liable for service interruptions caused by third-party infrastructure providers, internet service failures, force majeure events, or actions attributable to the Client.
This Agreement is governed by the laws of India. The Parties agree that any dispute arising out of or in connection with this Agreement shall first be attempted to be resolved through good-faith negotiation between senior representatives of both Parties within 30 days of written notice of dispute.
If the dispute is not resolved through negotiation, it shall be subject to the exclusive jurisdiction of the courts in Navi Mumbai, Maharashtra.
This Agreement, together with any signed proposal or SOW, constitutes the entire agreement between the Parties and supersedes all prior discussions, representations, negotiations, and understandings — whether oral or written.
No amendment to this Agreement shall be valid unless made in writing and signed by authorised representatives of both Parties. KGen reserves the right to update these Terms with 30 days' notice to the Client, which may be provided via email or posted on KGen's website.
By countersigning a KGen proposal, accessing or using the platform, or making any payment to KGen, the Client confirms that they have read, understood, and agreed to be bound by these Terms in their entirety.
The Client further confirms that the person accepting these Terms has the authority to do so on behalf of their organisation.
For queries regarding these Terms, contact support@kgen.tech
KGen Innovations · 2402, Rupa Renaissance, D-33, Turbhe MIDC Road, Navi Mumbai 400703