Terms of Service & SaaS Agreement

These Terms of Service ("Terms" or "Agreement") constitute a legally binding contract between omniHR Technologies Private Limited ("omniHR", "we", "us", or "our") and the organization, company, or individual accessing or using our HRMS platform ("Customer", "Tenant", "you", or "your").

By creating an administrative account, executing an Order Form, or permitting employees to access https://omnihr.internal, you represent and warrant that you have the full legal capacity and corporate authority to bind your organization to these Terms. If you do not agree, you must immediately discontinue use of the Service.

Subject to the terms and timely payment of subscription fees, omniHR grants Customer a non-exclusive, non-transferable, non-sublicensable, worldwide right to access and utilize the SaaS HRMS during the applicable Subscription Term strictly for Customer's internal workforce management operations.

Customer may provision accounts for authorized employees, contractors, and human resources personnel ("Authorized Users") up to the user tier specified in Customer's active subscription plan or Order Form.

Customer agrees to and assumes sole responsibility for:

• Lawful Basis & Consent: Obtaining and maintaining all required notices, employee consents, and authorizations under applicable employment, labor, and privacy laws (including India's Digital Personal Data Protection Act, 2023) prior to uploading employee personal, payroll, or biometric data.
• Credential Security: Ensuring that all administrator and employee login credentials, hardware passkeys, and two-factor tokens are maintained securely and not shared between individuals.
• Accurate Information: Ensuring that payroll input, tax deduction percentages, and organizational org-chart data submitted to the Service are truthful and accurate.
• Prompt Notification: Notifying omniHR immediately at security@omnihr.internal upon suspecting any unauthorized access, compromised administrator accounts, or session theft.

Customer Data Ownership: Customer retains all right, title, and ownership in and to all employee records, salary sheets, company policies, and documents uploaded to the Service ("Customer Data"). Customer grants omniHR a limited, non-exclusive license to host, copy, process, and display Customer Data solely to the extent necessary to provide, maintain, and support the Service.

Platform Intellectual Property: omniHR and its licensors retain all right, title, and interest in and to the platform, source code, user interfaces, documentation, logos, and underlying software algorithms, including any improvements, suggestions, or feedback submitted by Customer.

Customer shall not, and shall ensure Authorized Users do not:

• Reverse engineer, decompile, disassemble, or derive the source code of the Service.
• Attempt to breach or probe the logical isolation or authentication barriers separating corporate tenants.
• Introduce malware, trojans, ransomware, or automated scraping spiders into the API endpoints.
• Utilize the Service to conduct unlawful surveillance or violate statutory labor protections.

Review our complete Acceptable Use Policy for further operational constraints.

Customer shall pay all subscription fees specified in the applicable Order Form or plan checkout. Unless otherwise stated:

• Fees are billed in advance on a monthly or annual recurring billing cycle.
• All payment obligations are non-cancelable and fees paid are non-refundable except as expressly provided herein.
• Fees are exclusive of applicable taxes (including Goods and Services Tax - GST in India, or local VAT/Sales Tax), which shall be added to Customer's invoice at the prevailing statutory rate.
• Late payments may be subject to interest at the rate of [1.5% per month or the maximum statutory rate], whichever is lower.

omniHR targets an operational availability of [99.9% Uptime] during each calendar month, excluding scheduled maintenance windows announced at least [48 hours] in advance. Maintenance is prioritized during low-traffic weekend hours.

"Confidential Information" means all proprietary information disclosed by one party to the other, including Customer employee records, payroll compensation tables, pricing terms, security documentation, and architectural designs.

Each party agrees to safeguard the other's Confidential Information with the same degree of care it uses for its own confidential data (and not less than reasonable care), and shall not disclose such information to any third party except to employees, contractors, and legal advisors with a strict need-to-know.

EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. OMNIHR DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

OMNIHR DOES NOT WARRANT THAT THE SERVICE WILL BE COMPLETELY ERROR-FREE OR THAT PAYROLL COMPUTATIONS SATISFY CUSTOMER'S UNIQUE STATUTORY FILING OBLIGATIONS WITHOUT INDEPENDENT VERIFICATION BY CUSTOMER'S CERTIFIED PAYROLL ACCOUNTANTS.

TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW:

• IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF PROFITS, GOODWILL, WORK STOPPAGE, OR BUSINESS INTERRUPTION).
• EACH PARTY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL BE LIMITED TO THE TOTAL FEES ACTUALLY PAID BY CUSTOMER UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING THE INCIDENT GIVING RISE TO LIABILITY.

By omniHR: We agree to defend Customer against any third-party claim alleging that the SaaS platform infringes any third-party intellectual property patent or copyright, and indemnify Customer for resulting damages awarded by a court of competent jurisdiction.

By Customer: Customer agrees to defend and indemnify omniHR against any third-party claim, employee dispute, or regulatory penalty arising from Customer Data uploaded without lawful basis or in breach of applicable labor or privacy regulations.

Termination for Cause: Either party may terminate this Agreement upon [30 days] written notice if the other party materially breaches any provision and fails to cure such breach within the notice window.

Post-Termination Data Retrieval: Upon termination, Customer shall have [30 to 60 days] to export all employee records, payslips, and attendance archives via the administrative export panel. Following this retrieval window, all Customer Data will be permanently and cryptographically purged.

This Agreement shall be governed by and construed in accordance with the laws of India, without regard to its conflict of law principles.

Any dispute, controversy, or claim arising out of or relating to this Agreement shall be resolved through binding arbitration seated in Bangalore, India under the Arbitration and Conciliation Act, 1996 before a sole arbitrator appointed by mutual consent. The courts of Bangalore, Karnataka, India shall have exclusive jurisdiction over any supervisory or injunctive proceedings.

These Terms, together with any executed Order Forms and the Data Processing Agreement, constitute the entire agreement between the parties regarding the Service and supersede all prior negotiations, representations, or understandings.