Terms of Service

These Terms of Service (“Terms”) form a binding agreement between Axiotta Technologies Private Limited (“Axiotta”, “we”, “us”) and the legal entity you represent (“Customer”, “you”). By creating an account, signing into the Service or otherwise accessing or using the Service, you confirm that (a) you have read, understood and agree to be bound by these Terms and our Privacy Policy, and (b) you have the authority to bind the legal entity on whose behalf you are accepting.

If you do not agree, you may not use the Service.

• “Service” means the Axiotta HRMS platform, including the web application, the employee self-service portal, the biometric-device integration endpoints, related APIs and any documentation we make available.
• “Customer Data” means all data and content uploaded to, generated within or processed by the Service on behalf of the Customer — including data about the Customer's employees, contractors and candidates.
• “Authorized User” means an individual whom the Customer permits to access the Service: typically an HR administrator or an employee of the Customer using the self-service portal.
• “Subscription Term” means the period during which the Customer is entitled to use the Service.
• “Documentation” means any user guides, help pages or technical specifications we publish for the Service.

Axiotta provides a cloud-based human-resources management system for Indian small and medium businesses. Features include — but are not limited to — employee record management, attendance capture from compatible biometric devices, leave and holiday management, payroll processing (including computation of PF, ESI, Professional Tax and TDS), payslip generation and delivery, recruitment workflows, document management and analytics. The available features and any limits depend on the plan the Customer subscribes to. We may release new features and retire features that are not material to the Service.

To register, the Customer must be a legal entity incorporated or registered in India and capable of entering into a binding contract under Indian law. The Authorized User completing the sign-up represents that they are eighteen (18) years of age or older and have authority to bind the Customer.

One workspace per legal entity. The Customer is responsible for the accuracy of the information it provides at sign-up and for keeping it current (including a working email address for the primary contact).

The Customer is solely responsible for: (i) determining which individuals it grants access to the Service and the level of access granted, (ii) the acts and omissions of its Authorized Users, (iii) maintaining the security and confidentiality of credentials issued to its Authorized Users, and (iv) notifying us promptly of any unauthorised access or use.

We may suspend any Authorized User account that we reasonably believe is being used in violation of these Terms.

The Customer represents and warrants that:

• it has a valid legal basis (including, where required, consent or employment-contract-based authority) under applicable Indian law to upload to the Service the personal data of each employee, contractor and candidate it processes through the Service;
• it has provided each such individual with a privacy notice that covers the processing performed through the Service;
• the Customer Data does not infringe any third-party right, including intellectual-property rights or privacy rights;
• it will comply with all Indian labour, tax and data-protection laws applicable to its use of the Service, including the DPDP Act, the Income-tax Act 1961, the EPF Act 1952, the ESI Act 1948 and the relevant state Professional Tax statutes; and
• it will use the Service only for lawful, internal business purposes related to its own workforce.

The Customer is the “Data Fiduciary” for the personal data it processes through the Service in respect of its workforce; we act as the “Data Processor” — see Section 10 (Customer Data).

The Customer and its Authorized Users must not:

• reverse-engineer, decompile or attempt to derive the source code of the Service, except to the extent applicable law expressly permits;
• copy, modify or create derivative works of the Service or Documentation, or sub-license, resell or commercially exploit access to the Service;
• use the Service to store or transmit malicious code, infringing content, or content that is unlawful under Indian law;
• interfere with the integrity or performance of the Service, or attempt to gain unauthorised access to it or to other customers' data;
• conduct security testing, vulnerability scanning or penetration testing on the Service without our prior written consent;
• exceed the published rate limits, storage quotas or user-/employee-count limits of the Customer's plan; or
• use the Service to send unsolicited commercial communications (spam) or to violate any anti-spam law.

8.1 Private beta

During Axiotta's private beta, the Service is provided without charge. We will notify the Customer at least thirty (30) days before transitioning the Customer's workspace to a paid plan and the Customer may decline the transition by terminating its account before the effective date.

8.2 Paid plans (when introduced)

When paid plans are introduced, fees will be charged in Indian Rupees in accordance with the plan the Customer subscribes to. All fees are exclusive of GST and any other applicable indirect taxes, which will be added at the prevailing rate and remitted by us. The Customer is responsible for any taxes withholdable at source under Indian law (e.g. TDS), provided the Customer issues a Form 16A on time.

8.3 Free trial

A fourteen-day (14) free trial may be available for paid plans. During the trial, the Customer may cancel at any time without charge. If the Customer does not cancel before the trial ends, the Customer authorises us to begin billing under the selected plan.

8.4 Late payment

Past-due amounts may accrue interest at the lower of 1.5% per month or the maximum rate permitted by law. We may suspend the Service for accounts more than fifteen (15) days past due, after written notice.

8.5 Refunds

Fees are non-refundable except where required by Indian law or as expressly stated in these Terms.

During the private beta, the Service is provided on a reasonable best-effort basis without a specific uptime commitment. When paid plans are introduced, we will publish a service-level agreement (SLA) at that time.

We may carry out scheduled maintenance with reasonable advance notice, and emergency maintenance without notice where required to preserve the security or integrity of the Service. We will use reasonable efforts to minimise the impact of any maintenance window.

Support is available by email at hrms@axiotta.com during Indian business hours (10:00–18:00 IST, Monday to Friday, excluding public holidays in Maharashtra).

10.1 Ownership

As between Axiotta and the Customer, the Customer retains all right, title and interest in Customer Data. We claim no ownership interest in Customer Data.

10.2 Licence to us

The Customer grants Axiotta a worldwide, non-exclusive, royalty-free licence to host, copy, transmit, display and process Customer Data solely to (a) provide and improve the Service, (b) prevent or address technical or security issues, (c) comply with applicable law, and (d) at the Customer's instruction. This licence ends when Customer Data is deleted from the Service in accordance with our Privacy Policy.

10.3 Roles under the DPDP Act

The Customer is the Data Fiduciary for personal data contained in Customer Data; Axiotta is the Data Processor. The Customer's instructions to Axiotta consist of these Terms, the configuration choices the Customer makes in the Service, and any further documented instructions on which the parties agree in writing.

10.4 Subprocessors

The Customer authorises Axiotta to engage subprocessors as listed in the Privacy Policy. We remain responsible for our subprocessors' performance.

10.5 Security

We will maintain commercially reasonable administrative, technical and physical safeguards as described in the Privacy Policy. We will notify the Customer without undue delay of any personal-data breach affecting the Customer's data and cooperate with the Customer in any notification it must make to regulators or affected individuals.

10.6 Return and deletion

On termination, the Customer may export Customer Data in standard formats for thirty (30) days. After that period, Customer Data will be deleted from primary systems and overwritten in backups in the ordinary backup rotation. Records that we are required to retain by Indian labour or tax law will be retained for the minimum period required and remain subject to this Section.

Each party will protect the other's confidential information with the same degree of care it uses for its own (and not less than reasonable care), use it solely to perform under these Terms, and disclose it only to its personnel and advisors under a duty of confidentiality. Confidential information does not include information that is or becomes public other than through a breach, was rightfully known before disclosure, or is independently developed. Either party may disclose confidential information where required by law, provided it gives the other party prompt notice where legally permitted.

As between the parties, Axiotta owns all right, title and interest in and to the Service, including all underlying software, algorithms, user interfaces, designs, trademarks, Documentation and improvements (the “Axiotta IP”). Nothing in these Terms transfers ownership of Axiotta IP to the Customer.

If the Customer provides feedback or suggestions about the Service, we may use them without restriction or compensation.

Termination by Customer. The Customer may terminate its account at any time from within the Service or by emailing hrms@axiotta.com. Termination of a paid plan takes effect at the end of the then-current billing period, except where Indian law requires earlier effect.

Termination by Axiotta.We may suspend or terminate the Service immediately if the Customer materially breaches these Terms and fails to cure within fifteen (15) days of notice, if the Customer fails to pay undisputed fees when due, or if continuing to provide the Service would expose us to legal liability or a serious security risk. We may also terminate any plan that is no longer commercially viable on at least thirty (30) days' notice.

Effect of termination.On termination, the Customer's access to the Service will end (subject to the export window in Section 10.6), unpaid fees for the period up to termination become immediately payable, and the provisions of these Terms that by their nature should survive (including IP, confidentiality, limitation of liability, indemnity and governing law) will survive.

Each party warrants that it has the authority to enter into these Terms. Axiotta warrants that it will provide the Service with reasonable skill and care and in accordance with the published Documentation.

To the maximum extent permitted by law, except as expressly set out in these Terms, the Service is provided “as is” and “as available”. We disclaim all other warranties, express, implied or statutory, including any warranty of merchantability, fitness for a particular purpose, non-infringement and uninterrupted or error-free operation. We do not warrant that the Service will meet the Customer's specific regulatory or business requirements without the Customer's own validation.

Computations the Service performs (payroll, PF, ESI, PT, TDS, etc.) are based on the configuration and data the Customer provides. The Customer is responsible for verifying the correctness of those configurations and outputs before relying on them for statutory filings or payments.

To the maximum extent permitted by law:

• neither party will be liable for any indirect, incidental, special, consequential or punitive damages, or for loss of profits, revenue, goodwill, data, or business opportunity, even if advised of the possibility of such damages; and
• each party's total aggregate liability arising out of or related to these Terms, in any twelve (12) month period, will not exceed the greater of (a) the fees paid by the Customer to Axiotta in the twelve (12) months preceding the claim, or (b) ₹50,000.

Carve-outs.The above limits do not apply to: (i) a party's indemnification obligations, (ii) breach of confidentiality, (iii) infringement of the other party's intellectual-property rights, (iv) the Customer's payment obligations, or (v) any liability that cannot be excluded or limited under applicable law.

By the Customer.The Customer will defend, indemnify and hold harmless Axiotta from and against any third-party claim, loss, damage or expense (including reasonable legal fees) arising from (i) the Customer's violation of these Terms, (ii) the Customer Data, including any claim that the Customer Data infringes a third-party right or violates applicable law, or (iii) the Customer's use of the Service in a manner not authorised by these Terms.

By Axiotta.We will defend, indemnify and hold harmless the Customer against any third-party claim that the Service, when used in accordance with these Terms, infringes that third party's intellectual-property rights subsisting in India. Our obligation does not apply where the claim arises from (a) the Customer Data, (b) the Customer's use of the Service in combination with materials not provided by us, or (c) any modification of the Service not made by or for us. We may, at our option, replace or modify the affected portion of the Service to make it non-infringing, procure a licence to continue use, or terminate the Service and refund prepaid unused fees.

The indemnified party must promptly notify the indemnifying party of the claim, give it sole control of the defence, and provide reasonable cooperation. The indemnifying party will not settle a claim that imposes a non-financial obligation on the indemnified party without that party's prior written consent.

Neither party will be liable for any delay or failure to perform (other than payment obligations) due to causes beyond its reasonable control, including acts of God, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, pandemics, internet outages, or failures of third-party infrastructure on which the Service depends. The affected party must give prompt notice and use reasonable efforts to mitigate.

These Terms are governed by the laws of India. The parties will attempt in good faith to resolve any dispute through discussion at a senior level within thirty (30) days of notice of the dispute. Any dispute not so resolved will be subject to the exclusive jurisdiction of the courts at Mumbai, Maharashtra, India.

Nothing in this Section prevents either party from seeking interim or injunctive relief in any court of competent jurisdiction to protect its confidential information or intellectual-property rights.

We may update these Terms from time to time. For any change that materially affects the Customer's rights or obligations, we will provide at least thirty (30) days' advance notice through this page and, where appropriate, by emailing the Customer's primary contact. If the Customer does not agree to a change, the Customer may terminate before the effective date. Continued use of the Service after the effective date constitutes acceptance.

• Entire agreement. These Terms, together with the Privacy Policy and any plan-level commercial terms the parties sign, constitute the entire agreement between the parties on this subject and supersede all prior or contemporaneous communications.
• Assignment.Neither party may assign these Terms without the other's prior written consent, except that either party may assign without consent in connection with a merger, acquisition or sale of substantially all of its assets, on written notice.
• Severability.If any provision is held unenforceable, the remaining provisions will continue in full force; the unenforceable provision will be modified to the minimum extent necessary to make it enforceable while preserving the parties' intent.
• Waiver. A failure to enforce a provision is not a waiver of the right to enforce it later.
• No agency. Nothing in these Terms creates a partnership, agency or joint venture between the parties.
• Notices. Notices to Axiotta must be sent to hrms@axiotta.com. Notices to the Customer will be sent to the email address associated with the Customer's primary admin account.

Questions about these Terms? Write to hrms@axiotta.com. Our registered office is at Axiotta Technologies Private Limited, Mumbai, Maharashtra, India.