On this page
- 1Definitions and interpretation
- 2Agreement, acceptance and electronic contracting
- 3Eligibility, accounts and security
- 4What HRxBoard is and is not
- 5Your data and your responsibilities
- 6Acceptable use
- 7Professional Firms
- 8Regulation Master and reminders
- 9Fees, payment and taxes
- 10Service levels and support
- 11Intellectual property
- 12Confidentiality
- 13Warranties and disclaimers
- 14Limitation of liability
- 15Indemnities
- 16Data processing terms
- 17Changes to the Platform and the Regulation Master
- 18Third-party services and government portals
- 19Term, renewal, suspension and termination
- 20Events beyond our control
- 21Governing law and dispute resolution
- 22Notices, assignment, changes and general
1. Definitions and interpretation
1.1.
In these Terms, unless the context requires otherwise:
1.1.1.
“we”, “us”, “our” and “YTS Labs” mean Think and Scale, a partnership firm registered under the Indian Partnership Act, 1932 [registration number], having its registered office at [address], which trades through its YTS Labs brand and operates HRxBoard. “you” and “your” mean the Client and, where the context requires, each user of the Platform.
1.1.2.
“Applicable Data Protection Law” means, until the DPDP Commencement Date, section 43A of the IT Act, the SPDI Rules and the other provisions of the IT Act that apply to the processing of personal data; and from that date, the DPDP Act and the DPDP Rules together with the provisions of the IT Act that continue to apply.
1.1.3.
“Applicable Law” means every law, rule, regulation, order and binding direction of India that applies to a party or to the Services.
1.1.4.
“Client” means the business that subscribes to the Platform under an Order.
1.1.5.
“Client Admin” means the person the Client names to manage its account.
1.1.6.
“Client Team” means the users whom the Client adds, as Client Admin, Team Member (who records filings and uploads) or Viewer (read-only).
1.1.7.
“Client Data” means all data that the Client or its Client Team uploads, enters or generates in the Platform, comprising Workforce Data, Compliance Records, Filing Documents and the Client Business Profile, as the Privacy Policy describes them.
1.1.8.
“Compliance Health Score” means the Platform’s indicator, for a period, of how many assigned obligations are recorded as filed, pending or overdue.
1.1.9.
“Confidential Information” means non-public information that a party discloses to the other in connection with these Terms and that is marked confidential or would reasonably be understood to be confidential, and includes Client Data.
1.1.10.
“Data Fiduciary”, “Data Processor”, “Data Principal”, “Personal Data” and “Personal Data Breach” have the meanings in the DPDP Act and, before the DPDP Commencement Date, are used in the same sense.
1.1.11.
“DPDP Act” means the Digital Personal Data Protection Act, 2023. “DPDP Rules” means the Digital Personal Data Protection Rules, 2025. “DPDP Commencement Date” means the date on which the substantive duties of Data Fiduciaries under the DPDP Act take effect, expected to be [13 May 2027]. “IT Act” means the Information Technology Act, 2000 and the rules under it. “SPDI Rules” means the Information Technology (Reasonable Security Practices and Procedures and Sensitive Personal Data or Information) Rules, 2011.
1.1.12.
“Fees” means the subscription fees and other charges stated in the Order.
1.1.13.
“Force Majeure Event” has the meaning in clause 20.
1.1.14.
“Grievance Officer” means the officer named in the Grievance Redressal Policy.
1.1.15.
“Infrastructure Access” means access by our engineers to production systems to maintain the infrastructure, as the Privacy Policy describes.
1.1.16.
“Intellectual Property Rights” means copyright, trade marks, designs, patents, database rights, trade secrets, rights in software and source code, and all similar rights anywhere in the world, whether registered or not.
1.1.17.
“Order” means the order form, online sign-up or subscription agreement under which the Client subscribes to the Platform.
1.1.18.
“Our Data” means Personal Data that we collect about Client Team users, Website visitors and people who contact us.
1.1.19.
“Personnel” means our partners, employees and contractors.
1.1.20.
“Platform” means the HRxBoard application at app.ytslabs.com and its APIs, databases and document storage. “Website” means hrxboard.com. “Services” means the Platform, the Regulation Master, reminders and support that we provide under an Order.
1.1.21.
“Policies” means the Privacy Policy, the Grievance Redressal Policy, the Refund & Cancellation Policy, the Risk & Financial Disclaimer and the Cookie Policy, each as published by us from time to time.
1.1.22.
“Professional Firm” means a law, chartered accountancy, company secretary or consulting firm that uses the Platform to manage its own clients’ compliance under an Order that permits it.
1.1.23.
“Qualified Professional” means a person with a professional qualification in labour law, company secretaryship, accountancy or law whom we engage to review the Regulation Master under our documented review process.
1.1.24.
“Regulation Master” means the Platform’s database of Acts, Labour Codes, forms, frequencies, filing modes and due-date rules.
1.1.25.
“Security Incident” means an event that compromises, or is reasonably suspected of compromising, the confidentiality, integrity or availability of the Platform or data held in it.
1.1.26.
“Sub-processor” means a third party that we engage to process Client Data or Our Data on our behalf.
1.1.27.
“Subscription Period” means each period for which Fees have been paid under an Order. “Term” means the period from the date these Terms first apply to you until the subscription ends.
1.1.28.
“Support Access” means time-bound access to Client Data that the Client Admin grants to our Personnel, for up to 4 hours.
1.1.29.
“Working Day” means a day other than a Saturday, Sunday or public holiday at [city].
1.2.
Interpretation. Headings are for convenience only. “Including” means including without limitation. A reference to a statute, rule or direction includes it as amended, re-enacted or replaced. A reference to a clause is to a clause of these Terms. A reference to “writing” includes email. If a document is translated, the English version prevails. No rule of construction applies against a party because it drafted a provision.
2. Agreement, acceptance and electronic contracting
2.1.
Agreement. These Terms govern access to and use of the Platform and the Website. By creating an account, clicking to accept, or using the Platform, you accept these Terms. If you use the Platform for a business, you confirm that you have authority to bind it.
2.2.
Electronic contract. These Terms are an electronic record and a contract formed by electronic means. Under section 10A of the IT Act, a contract is not invalid only because it was formed electronically. Our records of your acceptance, including time-stamps and IP address, are admissible as electronic records under the Bharatiya Sakshya Adhiniyam, 2023. You agree that no physical or digital signature is needed.
2.3.
Documents and order of precedence. These Terms, the Policies and the Order together form the agreement. If they conflict, the Order prevails over these Terms, except that the data processing terms in clause 16 prevail over the Order on any question of data protection, and the Policies prevail on the matters they specifically regulate.
2.4.
Stamp duty. The parties will pay any stamp duty that Applicable Law requires on the Order or these Terms. Failure to stamp does not affect the validity of electronic acceptance as between the parties, and the party that bears the duty is the Client unless the Order says otherwise.
3. Eligibility, accounts and security
3.1.
Eligibility. The Platform is for businesses. Every user must be at least 18 years old and competent to contract.
3.2.
Roles. The Client Admin adds and disables Client Team members, assigns their roles and the Acts and locations they handle, and decides who may view or change what. Our Platform Administrators handle onboarding, subscriptions and the Regulation Master.
3.3.
Credentials. Keep your credentials confidential and never share them or your sessions. Passwords must be at least 12 characters and unique to the Platform. Multi-factor authentication is mandatory for Client Admins and for our Platform Administrators, and for any other user where the Client Admin or we require it. Five failed sign-ins lock the account for 15 minutes. Sessions end after 30 minutes idle or 12 hours in total.
3.4.
Responsibility for accounts. The Client is responsible for all activity under its accounts. Tell us at once through the in-app support channel or the Grievance Officer if you suspect unauthorised access, a lost device or any compromise.
3.5.
Client Admin duties. The Client Admin must: add only people who need access and give each only the Acts and locations they handle; disable the accounts of people who leave or change role, promptly; review the user access report at regular intervals; decide whether to grant Support Access, understanding that a grant lets our Personnel open the data it chooses for up to 4 hours, with every record opened logged and visible to the Client; and keep the Client’s contact details, registration numbers and applicable Acts up to date.
3.6.
Device hygiene and testing. Users must keep devices updated, use a screen lock, avoid shared or public computers and report suspicious activity. Do not test the Platform’s security without our written permission. To report a vulnerability responsibly, use the channel in the Grievance Redressal Policy.
3.7.
Separation. Each Client’s data is kept separate. You must not try to access another Client’s data.
4. What HRxBoard is and is not
4.1.
HRxBoard is a record-keeping and visibility system. It helps you track statutory obligations, record filings, attach proofs and see compliance status.
4.2.
It does not file returns on the EPFO, ESIC or any state or government portal. It does not run or calculate payroll, wages, contributions, taxes or penalties. It does not make payments. It does not make decisions about any employee. Filing and payment remain your responsibility, and you complete them on the relevant government portal outside HRxBoard.
4.3.
Nothing in the Services is legal, tax, accounting or financial advice. The Risk & Financial Disclaimer forms part of these Terms and applies to every feature of the Services.
5. Your data and your responsibilities
5.1.
Ownership. You keep all rights in Client Data. You give us a limited licence, for the Term and any export and erasure period, to host, copy, secure, display, back up, export, erase and otherwise process Client Data as needed to provide the Services and perform these Terms.
5.2.
Lawful basis. You are the Data Fiduciary for Workforce Data. You are responsible for having a lawful basis to process it, for giving your employees every notice they are owed, for the accuracy and completeness of what your Client Team uploads, and for having the right to share what you upload.
5.3.
Sensitive content. Do not enter Aadhaar numbers, PAN, bank details, biometrics, health information, caste, religion or children’s data in the Workforce Data template, and do not upload material you have no right to share. If a Filing Document unavoidably contains such data (for example member-level contribution files), you remain responsible for it, and we handle it only as the Privacy Policy describes.
5.4.
Minors. If you upload data of a person under 18 (for example an intern or apprentice), you are responsible for meeting Applicable Data Protection Law on minors’ data, including any verifiable consent it requires.
5.5.
Files. Only PDF, XLSX and image files up to 20 MB are accepted. Macro-enabled files are rejected and all files are scanned for malware.
5.6.
Your environment. Your devices, networks and staff are outside our control and you are responsible for securing them.
5.7.
Support Access. We do not open your Workforce Data or documents unless your Client Admin grants Support Access or the law requires us to.
5.8.
Aggregated service data. We may compute usage statistics about the operation of the Platform (such as volumes and performance) that do not identify you or any individual, and use them to run and improve the Services. We never use Workforce Data for benchmarking or analytics.
6. Acceptable use
6.1.
You must not: use the Platform for an unlawful purpose; upload content that is unlawful, infringing, defamatory or malicious; attempt to breach, probe or overload the Platform; bypass access controls or rate limits; scrape, copy or reverse engineer the Platform or the Regulation Master; resell it or give access to anyone outside your Client Team (except as clause 7 allows); introduce malware; or use the Platform to make decisions about employees.
6.2.
Suspension. We may suspend access that threatens the Platform or other Clients, and we will tell the Client Admin when we do and why, as soon as we reasonably can.
6.3.
Intermediary role. To the extent we act as an intermediary under section 79 of the IT Act in relation to content you upload, we may remove or disable access to content that is unlawful, as the law requires, and we will tell the Client Admin where lawful.
7. Professional Firms
7.1.
Permission. A Professional Firm may use the Platform for its own clients’ compliance only if its Order says so. In that case the Professional Firm is the Client under these Terms.
7.2.
Obligations. The Professional Firm: is responsible for each end-client’s data that it loads; confirms that it holds written authority from each end-client and that its contract with each end-client contains data protection terms no less protective than clause 16; acts as Data Processor for each end-client, which remains the Data Fiduciary for its own workforce data, with us as the Professional Firm’s Sub-processor; keeps its professional advice separate from the Platform and makes that clear to its end-clients; and indemnifies us as clause 15 provides for claims by its end-clients.
7.3.
No direct rights. An end-client has no direct rights against us under these Terms.
8. Regulation Master and reminders
8.1.
We maintain the Regulation Master, and each change is reviewed by a Qualified Professional under our documented review process before it is published. Due dates are generated from it and reminders are sent by email.
8.2.
Coverage of the Regulation Master is limited to the central laws and states we list on our coverage page [URL], and we update it within [number] Working Days after an official notification is published. We are not obliged to track a notification outside that coverage unless your Order says so.
8.3.
Reminders are sent through a third-party email service and may be delayed, filtered or fail. They are an aid and not a substitute for your own diary and controls. Read the Risk & Financial Disclaimer, which explains the limits of these features.
9. Fees, payment and taxes
9.1.
Fees. Fees are shown in your Order and are billed in advance for each Subscription Period, plus applicable GST. Invoices are available in the Client Portal and we issue tax invoices as the Central Goods and Services Tax Act, 2017 requires.
9.2.
Payment. You must pay undisputed invoices within [15] days of the invoice date. Overdue undisputed amounts carry interest at [1.5]% per month from the due date until payment. We may suspend access under clause 19 for non-payment.
9.3.
Disputed invoices. If you dispute an invoice in good faith, you must tell us in writing within [15] days of the invoice date, giving reasons, and pay the undisputed part. The parties will try to resolve the dispute through billing and then the Grievance Officer.
9.4.
Tax deducted at source. If Applicable Law requires you to deduct tax at source, you will deduct only what the law requires, deposit it with the authority on time, and give us a valid certificate. If you do not give a certificate, you must pay us the amount deducted.
9.5.
Fee changes. We may revise Fees for a renewal Subscription Period on at least [30] days’ written notice. If you do not accept the revised Fees you may cancel before the renewal date under the Refund & Cancellation Policy.
9.6.
Refunds. Cancellation and refunds are governed by the Refund & Cancellation Policy.
10. Service levels and support
10.1.
Continuity targets. We aim for the continuity targets in our Information Technology & Data Protection Note: no more than 15 minutes of data loss and service restored within 4 hours after a major failure. These are targets and not guarantees. An uptime commitment or service credit applies only if your Order states it.
10.2.
Support. Support is available through the in-app support channel and the contact details at ytslabs.com during [business hours]. Our response and resolution targets are [targets], unless your Order says otherwise. We first try to resolve issues by screen-share with your Client Admin, without opening your data.
10.3.
Scope of support. Support covers use of the Platform and the Regulation Master. It does not include legal advice, accounting advice or help filing on government portals.
11. Intellectual property
11.1.
Our rights. Think and Scale owns the Platform, its source code, design, the Regulation Master content and our trade marks, including YTS Labs and HRxBoard, and all Intellectual Property Rights in them. Nothing in these Terms transfers any of them to you.
11.2.
Licence to you. We grant you a limited, non-exclusive, non-transferable, non-sublicensable, revocable licence during the Term to use the Platform for your internal compliance purposes. You may use Regulation Master content within the Platform for your own compliance work but may not copy, publish or resell it.
11.3.
Feedback. If you give us feedback or suggestions, we may use them without restriction or payment, and without attributing them to you.
11.4.
Infringement. If you believe content on the Platform infringes your rights, tell the Grievance Officer with the details, and we will respond under Applicable Law.
12. Confidentiality
12.1.
Duty. Each party will protect the other’s Confidential Information with at least reasonable care, use it only for the purposes of these Terms, and disclose it only to its Personnel, professional advisers and Sub-processors who need to know it and are bound by duties no less protective.
12.2.
Exceptions. This clause does not apply to information that is public through no fault of the recipient, was lawfully known to the recipient before disclosure, is independently developed by the recipient, or is lawfully received from a third party without restriction. Client Data remains the Client’s Confidential Information whatever its source.
12.3.
Compelled disclosure. A party may disclose Confidential Information that Applicable Law or a competent authority compels it to disclose, after telling the other party where lawful, and only to the extent required.
12.4.
Duration. These duties last for the Term and [three] years after it, and for trade secrets and Client Data for as long as the information remains confidential.
12.5.
Personnel. Our Personnel sign confidentiality undertakings that refer to section 72A of the IT Act.
13. Warranties and disclaimers
13.1.
Mutual. Each party confirms that it has the authority to enter and perform these Terms and that doing so does not breach any law or agreement binding on it.
13.2.
Our standard. We provide the Services with reasonable skill and care, under the quality and security systems described in our documents.
13.3.
Disclaimer. Except as these Terms and your Order expressly state, and to the extent Applicable Law allows, we give no other warranty or condition, express or implied, including of merchantability, fitness for a particular purpose, non-infringement, uninterrupted or error-free operation, or that the Services will meet every legal or business requirement of yours.
13.4.
Trials. Free trials and pilots are provided as they are, with no warranty, to the extent Applicable Law allows.
14. Limitation of liability
14.1.
Liability that is not limited. Nothing in these Terms limits or excludes liability for fraud or wilful misconduct, for death or personal injury, or for any liability that cannot lawfully be limited or excluded. Nothing in these Terms limits the Client’s obligation to pay Fees.
14.2.
Excluded losses. Subject to clause 14.1, neither party is liable to the other, whether in contract, tort (including negligence), breach of statutory duty or otherwise, for indirect, incidental, special or consequential loss, or for loss of profit, revenue, goodwill or anticipated savings.
14.3.
General cap. Subject to clauses 14.1 and 14.4, each party’s total liability arising out of or in connection with these Terms and the Order, in any period of 12 months, is limited to the Fees paid or payable for that period [or ₹ amount, whichever is higher].
14.4.
Data Protection Cap. Each party’s liability for breach of clause 16, the commitments in the Privacy Policy, or clause 12, and each party’s liability under clause 15, is limited to [two] times the amount in clause 14.3 [or ₹ amount, whichever is higher] (the “Data Protection Cap”). The Data Protection Cap applies in place of, and is not added to, the general cap for those claims, and the two caps together never exceed the Data Protection Cap.
14.5.
Penalties and filings. Subject to clause 14.1, we are not liable for penalties, interest, late fees, damages, prosecution or notices imposed on you by any authority because a return was not filed or paid on time, or for any non-compliance in your business, except to the extent directly caused by our breach of these Terms, in which case clause 14.3 applies.
14.6.
Data. We are not liable for loss or corruption of Client Data caused by the Client, its Client Team or third parties outside our control. We remain responsible for restoring Client Data from our backups in line with clause 10.
14.7.
Reasonableness and risk allocation. The parties agree that the limits in this clause reflect a fair allocation of risk, that the Fees reflect that allocation, that they are a reasonable pre-estimate of the loss that is likely in the ordinary course for the purposes of section 74 of the Indian Contract Act, 1872, and that each party has had the chance to take its own advice and insurance.
14.8.
Mitigation. Each party must take reasonable steps to mitigate any loss for which it claims.
14.9.
Recourse. To the extent Applicable Law permits, you agree to look only to the assets of Think and Scale as a firm, and not to the personal assets of any partner, employee or contractor, for any claim under or in connection with these Terms.
15. Indemnities
15.1.
By the Client. The Client will indemnify us against third-party claims, and resulting losses, damages, penalties and reasonable costs, arising from: (a) Client Data uploaded without a lawful basis or without the right to share it; (b) the Client’s unlawful use of the Platform or breach of clause 6; and (c) where the Client is a Professional Firm, claims by its end-clients arising from its breach of clause 7.
15.2.
By us. We will indemnify the Client against third-party claims, and resulting losses, damages and reasonable costs, arising from: (a) an allegation that the Platform, used as these Terms permit, infringes Intellectual Property Rights in India; and (b) our breach of clause 16, including any penalty an authority imposes on the Client to the extent caused by that breach.
15.3.
Procedure. The indemnified party must: give prompt written notice of the claim; allow the indemnifying party to control the defence and settlement, provided it does not settle in a way that admits fault or imposes obligations on the indemnified party without consent; and cooperate reasonably, at the indemnifying party’s cost.
15.4.
Exclusions and remedies. Our indemnity in clause 15.2(a) does not cover a claim caused by your modification of the Platform, by use contrary to these Terms, or by use in combination with items we did not supply. If such a claim arises or is likely, we may modify or replace the affected part of the Platform, or end the affected subscription and refund prepaid Fees for the unused period.
15.5.
Cap. Each party’s liability under this clause is subject to the Data Protection Cap.
16. Data processing terms
16.1.
Application. This clause is the written contract between the Client (as Data Fiduciary) and us (as Data Processor) in respect of Client Data, as section 8(2) of the DPDP Act requires, and until the DPDP Commencement Date it is the contract under which we handle the Client’s information under the SPDI Rules. If we process Client Data for a Professional Firm, it applies between the Professional Firm and us.
16.2.
Subject matter, duration and nature. We process Client Data to provide the Services to the Client for the Term and any export and erasure period. The processing consists of storing, securing, displaying, backing up, exporting and erasing Client Data. The categories of Client Data and of Data Principals are those in the Privacy Policy.
16.3.
Documented instructions. We process Client Data only on the Client’s documented instructions, which are these Terms, the Order and the Client’s use of the Platform’s features, and as Applicable Law requires. We tell the Client if we believe an instruction breaches Applicable Data Protection Law, and we may suspend carrying it out until it is confirmed or corrected.
16.4.
Confidentiality and Personnel. Personnel with access are bound by written confidentiality undertakings, and access follows the two-tier rule in the Privacy Policy. We limit access to those who need it.
16.5.
Security. We implement and maintain the technical and organisational measures described in the Privacy Policy and in our Information Technology & Data Protection Note, which are designed to give the reasonable security safeguards that Applicable Data Protection Law requires. We keep Client Data in India.
16.6.
Sub-processors. We use only the Sub-processors listed in the Privacy Policy and our Sub-processor register, under written contracts with obligations no less protective than this clause. We give at least 30 days’ notice before adding or replacing one that will handle Client Data. The Client may object in writing within that period, and if the objection cannot be resolved, it may end the subscription under clause 19.4. We are responsible for each Sub-processor’s performance.
16.7.
Breach notice. We notify the Client Admin without undue delay, and in any case within 24 hours of becoming aware of a Personal Data Breach affecting Client Data, and give a detailed report within 48 hours of the first notice. We also give the Client the information and help it reasonably needs to intimate the Data Protection Board and affected individuals within its own deadlines. We report qualifying cyber incidents to CERT-In within 6 hours of noticing them.
16.8.
Assistance with rights. We help the Client answer Data Principals’ requests for access, correction, completion, updating and erasure through the Platform’s export, edit and erase functions. We give reasonable further help on request, at the Client’s cost where it goes beyond those functions. If a Data Principal contacts us directly, we pass the request to the Client as the Privacy Policy describes.
16.9.
Return and erasure. At the end of the subscription we make Client Data available for export for 30 days and then erase it as the Privacy Policy and the Refund & Cancellation Policy provide, unless the Client instructs us in writing to keep it for a period Applicable Law requires, or we must retain it by law. Logs are kept for one year. Backups age out within 30 days of erasure. We issue a deletion certificate on request.
16.10.
Information and audit. On request we provide the information the Client reasonably needs to show that we comply with this clause, including copies of our ISO certificates and scope statements. The Client may, on 30 days’ written notice, once in any 12 months (or at any time after a Security Incident affecting its data), audit our compliance during business hours, subject to confidentiality, without access to other Clients’ data and without disrupting our operations. The Client bears the costs of the audit. We may satisfy an audit request in whole or in part by providing independent audit reports.
16.11.
Government access. If an authority demands Client Data from us, we tell the Client first where Applicable Law allows, challenge a demand that appears unlawful where reasonable, and disclose only what the law requires.
16.12.
Cross-border transfers. We do not transfer Client Data outside India. If that changes, clause 16.6 applies and we will comply with every restriction the Central Government imposes under the DPDP Act.
16.13.
Client’s duties. The Client is responsible for the duties of a Data Fiduciary, including lawful basis, notice, consent where required, accuracy, retention limits, rights requests, and intimations to the Data Protection Board and Data Principals.
16.14.
Our own Data. For Our Data we act as Data Fiduciary, as the Privacy Policy describes.
17. Changes to the Platform and the Regulation Master
17.1.
We improve the Platform continuously and may add, change or retire features. Each release is reviewed, tested and has a rollback plan. We give reasonable notice of a change that materially reduces functionality you rely on, and where we retire a material feature, clause 19.4 applies.
17.2.
We update the Regulation Master when the law changes, after review by a Qualified Professional, within the coverage and update times in clause 8.2. Updates take effect for due dates generated after publication and may not reach filings already due or completed.
18. Third-party services and government portals
The Platform works alongside services we do not control, including the EPFO, ESIC and state portals, your bank and your own systems. We are not responsible for their availability, changes or errors. Our Sub-processors operate under contract and their own security certifications. A link to a third-party site is not an endorsement, and your use of it is at your own risk.
19. Term, renewal, suspension and termination
19.1.
Term and renewal. These Terms start when you first use the Platform and continue while you have an account. Each subscription runs for the Subscription Period shown in the Order and renews for the same length unless cancelled under the Refund & Cancellation Policy. We may end free trials or pilots on notice.
19.2.
Suspension by us. We may suspend access: for a material breach; for unlawful use; where the Platform or other Clients are threatened; or for non-payment of undisputed Fees after notice to the Client Admin. For non-payment we give notice first and suspend only after [15] days. We tell the Client Admin the reason as soon as we reasonably can, and restore access promptly once the cause is cured.
19.3.
Termination by us. We may end the subscription for a material breach that the Client does not remedy within 30 days of notice (or immediately if it cannot be remedied), for unlawful use, or if non-payment continues for [30] days after suspension.
19.4.
Termination by the Client. The Client may end its subscription and receive a pro-rata refund of prepaid Fees for the unused period if: (a) we commit a material breach and do not remedy it within 30 days of written notice; (b) it validly objects to a Sub-processor and the objection cannot be resolved; (c) it does not accept a material change under clause 22.4 or a material reduction in functionality under clause 17.1; (d) we assign these Terms under clause 22.2; or (e) clause 20 applies. The Client may otherwise cancel under the Refund & Cancellation Policy.
19.5.
Data during suspension. We do not delete Client Data while a Client is suspended for non-payment, and the Client may still export it.
19.6.
Effect of termination. The Client Admin may export all records and documents as Excel and PDF for 30 days after the subscription ends. Data is then erased as clause 16.9 provides. On termination all licences end and each party must return or delete the other’s Confidential Information, subject to clause 16.9 and to retention that Applicable Law requires.
19.7.
Survival. Clauses 1, 2.2 to 2.4, 5.1, 9 (for amounts due), 11, 12, 13, 14, 15, 16 (as long as we hold Client Data), 19.6, 19.7, 21 and 22, and any other provision that by its nature should survive, survive termination or expiry.
20. Events beyond our control
20.1.
Neither party is liable for delay or failure to perform caused by an event beyond its reasonable control, such as natural disaster, epidemic, war, riot, strike by persons other than its own staff, power or network failure, government action, or a failure of a major cloud provider (a “Force Majeure Event”).
20.2.
A cyber attack is a Force Majeure Event only if we had maintained the safeguards described in the Privacy Policy and complied with our incident duties in clause 16.7.
20.3.
The affected party must tell the other promptly, take reasonable steps to limit the effect and resume performance as soon as it can. Payment obligations for services already provided continue. If a Force Majeure Event prevents performance for more than 30 days, either party may end the affected subscription by notice, and we refund prepaid Fees for the unused period.
21. Governing law and dispute resolution
21.1.
Governing law. These Terms and any dispute arising out of or in connection with them, including non-contractual disputes, are governed by the laws of India.
21.2.
Escalation. A party with a dispute must give written notice describing it. The Grievance Officer and a senior representative of the Client will meet, in person or virtually, within 30 days of the notice, to try in good faith to resolve it.
21.3.
Arbitration. A dispute not resolved under clause 21.2 will be finally resolved by arbitration under the Arbitration and Conciliation Act, 1996, before a sole arbitrator appointed by agreement of the parties or, if they do not agree within 15 days of a request, appointed under that Act [by [institution]]. The seat and venue are [city]. The language is English. The arbitrator must give a reasoned award, which is final and binding. The arbitration and its existence are confidential, except as the law requires or as needed to enforce an award.
21.4.
Courts. Subject to clause 21.3, the courts at [city] have exclusive jurisdiction for interim relief in aid of arbitration and to enforce an award. Either party may seek urgent injunctive relief from a competent court for breach of confidentiality or Intellectual Property Rights.
21.5.
Continued performance. The parties continue to perform their obligations during a dispute, except for the disputed matter.
22. Notices, assignment, changes and general
22.1.
Notices. A notice is valid if sent by email to the Client Admin’s registered email address, or to us at [legal email], and is treated as received on the next Working Day after sending unless a bounce-back arrives. We may also give notice through the Platform. A party must keep its notice details current. A legal notice that a court or statute requires to be served in a particular way must be served that way.
22.2.
Assignment. You may not assign or transfer your rights or obligations without our written consent. We may assign or transfer ours to a successor of the business on notice, with the same data protection commitments, and the Client’s rights in clause 19.4(d) then apply.
22.3.
Subcontracting. We may use subcontractors and remain responsible for them as clause 16.6 and the Privacy Policy provide.
22.4.
Changes to these Terms. We may update these Terms and the Policies. We give Clients at least [30] days’ notice of a material change through the Platform or by email, or less where the law or an urgent security need requires. Continued use after the effective date means you accept the change. A Client that does not accept a material change may end its subscription before the effective date and receive a pro-rata refund of prepaid Fees for the unused period. A change does not affect a dispute already begun.
22.5.
Independent parties. The parties are independent. Nothing makes either an agent, partner or employee of the other, and neither may bind the other.
22.6.
Compliance. Each party will comply with Applicable Law in performing these Terms, including anti-corruption laws, and will not offer or accept an improper payment in connection with them.
22.7.
Severability and waiver. If a provision is held invalid or unenforceable, it is limited to the minimum extent necessary and the rest continues. A failure or delay in enforcing a right is not a waiver of it.
22.8.
Entire agreement. These Terms, the Policies and the Order are the whole agreement for the Platform and replace all earlier discussions, proposals and understandings. Each party confirms that it has not relied on any statement that is not in them, but nothing limits liability for fraud.
22.9.
Third parties. No person other than the parties has rights under these Terms, except as clause 7.3 says an end-client has none.
22.10.
Further assurance. Each party will do what is reasonably needed to give effect to these Terms.
22.11.
Contact. Questions about these Terms: [legal email]. Grievances: the Grievance Officer named in the Grievance Redressal Policy.
Questions or concerns about this policy? Our Grievance Officer is here to help, as set out in the Grievance Redressal Policy.
Back to HRxBoard