Bharat Payroll Product of Pranathi Software Services Pvt, Ltd.

Terms of Service Agreement

THIS AGREEMENT GOVERNS YOUR USE OF OUR SERVICES.

BY ACCEPTING THESE TERMS OF SERVICE, EITHER BY REGISTERING ON THIS WEBSITE, CLICKING A BOX INDICATING ACCEPTANCE, OR EXECUTING AN ORDER FORM OR OTHER DOCUMENTATION REFERENCING THIS AGREEMENT, YOU AGREE TO THESE TERMS. IF YOU ARE ENTERING THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND THAT ENTITY AND ITS AFFILIATES TO THESE TERMS. IF YOU DO NOT HAVE SUCH AUTHORITY OR DISAGREE WITH THESE TERMS, YOU MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE SERVICES.

IF YOU REGISTER FOR A FREE TRIAL OR FREE ACCOUNT FOR OUR SERVICES, THE APPLICABLE PROVISIONS OF THIS AGREEMENT WILL ALSO GOVERN THAT FREE TRIAL OR FREE ACCOUNT.

Bharat Payroll Product of Pranathi Software Services Pvt, Ltd. and the Subscriber are each a Party and collectively the Parties to this Agreement. This Agreement is effective as of the date the Subscriber accepts these terms.

The Parties agree to the following terms regarding the Subscriber's use and Bharat Payroll's provision of the services (Services) as outlined below:

1. Definitions

1.1 Account-Related Information

Refers to the data Bharat Payroll collects from the Subscriber for account management, billing, authentication, customer support, and service improvement. This includes but is not limited to the Subscriber’s name, contact details, payment details, subscription plan, usage metrics, and communication records.

1.2 Agreement

This Master Subscription Agreement, including all schedules, exhibits, order forms, and amendments made from time to time.

1.3 Authorized User

An individual user authorized by the Subscriber to access and use Bharat Payroll platform. This includes employees, contractors, consultants, agents, or any other personnel authorized by the Subscriber.

1.4 Confidential Information

All non-public information disclosed by one Party (Disclosing Party) to the other Party (Receiving Party), including business strategies, pricing, technical information, and Subscriber data.

Confidential Information excludes information that:

• (a) becomes publicly available without breach of this Agreement,
• (b) was known to the Receiving Party before disclosure,
• (c) was lawfully obtained from a third party,
• (d) is independently developed without reference to the Disclosing Party’s data, or
• (e) is approved for disclosure by the Disclosing Party.

1.5 Intellectual Property Rights

All rights under patent, copyright, trademark, trade secret laws, and other applicable intellectual property laws in any jurisdiction.

1.6 Bharat Payroll Platform

Bharat Payroll is a proprietary software-as-a-service (SaaS) platform developed and maintained by Pranathi Software Services Pvt, Ltd. It is designed to provide comprehensive payroll and HR management solutions, ensuring compliance, efficiency, and security for businesses operating in India.

1.7 Order Form

The document specifying the Services the Subscriber avails.

1.8 Services

Bharat Payrol cloud-based payroll and HR platform, including all updates, modifications, and enhancements.

1.9 Subscriber Content

Any data, information, or documents that the Subscriber inputs, uploads, or processes using the Bharat Payroll Platform, excluding Account-Related Information. The Subscriber retains ownership of Subscriber Content.

1.10 Usage Limits

Limits on the use of the Services as defined in the purchased subscription plan.

2. Subscriber Responsibilities & Restrictions

2.1 Access to Services

Bharat Payroll grants the Subscriber a revocable, non-exclusive, non-transferable right to access and use the Services for internal business purposes during the Subscription Period.

2.2 Subscriber Responsibilities

The Subscriber shall:

• (a) Provide accurate and updated information,
• (b) Ensure that each Authorized User is uniquely identified,
• (c) Secure login credentials and monitor usage to prevent unauthorized access,
• (d) Comply with all applicable data privacy and intellectual property laws.

2.3 Usage Restrictions

The Subscriber shall not:

• (a) Copy, modify, sublicense, or reverse engineer the Bharat Payroll Platform,
• (b) Use the platform for competitive purposes,
• (c) Circumvent usage limits specified in the Order Form,
• (d) Store or transmit unlawful, malicious, or harmful content,
• (e) Remove or alter any proprietary notices from the platform.

3. Fees & Payment Terms

Fees are due on the invoice date unless agreed otherwise. Any invoice disputes must be raised within five (5) days of receipt. Fees are non-refundable, even if the Subscriber does not actively use the Bharat Payroll Platform. Late payments incur a 1% interest per month or the highest rate permitted by law. The Subscriber is responsible for all applicable taxes.

4. Pricing

The agreed pricing remains fixed for one (1) year. Thereafter, an annual increase of 10% per annum applies unless otherwise specified in the Order Form.

5. Data Protection

Bharat Payroll follows strict data protection policies. The Data Protection Addendum (DPA) on Bharat Payroll website applies and is incorporated by reference into this Agreement.

6. Confidentiality

Each Party must maintain the confidentiality of the other Party’s information. Disclosure is allowed only on a need-to-know basis or if required by law.

7. Third-Party Services

Certain features may require integration with third-party services. Bharat Payroll is not liable for errors or damages arising from third-party services.

8. Rights & Licenses

Bharat Payroll owns all rights, title, and interest in the Bharat Payroll Platform. The Subscriber grants Bharat Payroll a license to use Subscriber Input (feedback and suggestions) to improve services.

9. Limitation of Liability

Neither Party will be liable for indirect, punitive, or consequential damages. Bharat Payroll's liability is limited to the total fees paid by the Subscriber in the last six (6) months.

10. Warranties & Disclaimers

Bharat Payroll warrants that the platform will function as intended. However, Bharat Payroll is not liable for interruptions, cyberattacks, or errors beyond its control.

11. Indemnification

Each Party agrees to indemnify and hold the other harmless against third-party claims arising from breaches of this Agreement.

12. Term & Termination

This Agreement remains effective for three (3) years unless terminated earlier. Either Party may terminate with 30 days' notice if:

• (a) The other Party materially breaches the Agreement and fails to remedy the breach,
• (b) The other Party engages in illegal activities,
• (c) The other Party ceases operations.

13. Data Retrieval Upon Termination

Upon termination, Bharat Payroll provides access for 30 days to retrieve Subscriber data. Thereafter, data is deleted unless required by law.

14. Governing Law & Dispute Resolution

This Agreement is governed by the laws of Hyderabad, Telangana, India.

15. General Provisions

15.1 Relationship of Parties

This Agreement does not create a partnership, joint venture, or employer-employee relationship.

15.2 Amendments

Modifications must be in writing and signed by both Parties.

15.3 Notices

All legal notices must be sent in writing.

15.4 Force Majeure

Neither Party is liable for delays due to causes beyond their control, including natural disasters, strikes, or government actions.

15.5 Assignment

Neither Party may transfer this Agreement without prior written consent.