Services: Asanify HR and Payroll Services include calculating payroll, managing employee information through an employee directory and HR related services such as Leave and Attendance management through self service on a non-downloadable online software portal (“Websites”) – www.asanify.com and *.asanify.in & *.asanify.co.in (the “Service(s)”).
This SaaS Services Agreement (“Agreement”) is entered between Asanify Technologies Pvt. Ltd. (CIN: U72900WB2019PTC235291) with a place of business at 26 B Prince Bakhtiyar Shah Road, 2 nd Floor, Fl 2A, Kolkata 700033 (“Company”) and you or the entity that you represent (hereinafter “Customer”) governing your use of the Services. This Agreement includes and incorporates the attached Terms and Conditions and contains, among other things, warranty disclaimers, liability limitations and use limitations. There shall be no force or effect to any different terms of any related purchase order or similar form even if signed by the parties after the date hereof.
Initial service term: One Year
Terms and Conditions
1. SERVICES AND SUPPORT
1.1 Subject to the terms of this Agreement, Company will use commercially reasonable efforts to provide Customer the Services
1.2 Subject to the terms hereof, Company will provide Customer with reasonable technical support services in accordance with the Company’s standard practice.
2. SUBSCRIPTION TO BETA SERVICE
2.1 We may offer certain Services as closed or open beta services (“Beta Service” or “Beta Services”) for the purpose of testing and evaluation. Customer agree that we have the sole authority and discretion to determine the period of time for testing and evaluation of Beta Services. Company will be the sole judge of the success of such testing and the decision, if any, to offer the Beta Services as commercial services. Customer will be under no obligation to acquire a subscription to use any paid Service as a result of subscription to any Beta Service. We reserve the right to fully or partially discontinue, at any time and from time to time, temporarily or permanently, any of the Beta Services with or without notice to Customer. Customer agrees that Company will not be liable to Customer or to any third party for any harm related to, arising out of, or caused by the modification, suspension or discontinuance of any of the Beta Services for any reason.
3. MODIFICATION OF TERMS AND CONDITIONS
Company reserves the right to make changes to these “Terms and Conditions” at any time. Any such modifications will become effective immediately upon posting to the Website/Asanify Product and Customer’s continued usage of the Website/ Asanify Product, and/or the Services constitutes Customer’s agreement to such modifications. Customer agrees to periodically review the current version of these Terms and Conditions as posted on the Website/Asanify Product
5. RESTRICTIONS AND RESPONSIBILITIES
5.1 Customer will not, directly or indirectly: reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Services or any software, documentation or data related to the Services (“Software”); modify, translate, or create derivative works based on the Services or any Software (except to the extent expressly permitted by Company or authorized within the Services); use the Services or any Software for timesharing or service bureau purposes or otherwise for the benefit of a third; or remove any proprietary notices or labels.
5.2 Customer represents, covenants, and warrants that Customer will use the Services only in compliance with Company’s standard published policies then in effect (the “Policy”) and all applicable laws and regulations. Customer hereby agrees to indemnify and hold harmless Company, its directors, shareholders, employees,
agents, suppliers, representatives, against any damages, losses, liabilities, settlements and expenses (including without limitation costs and attorneys’ fees) in connection with any claim or action that arises from a violation/ an alleged violation of the foregoing or otherwise from Customer’s use of Services including for any claims from banks, regulatory authorities, Third-Party Services, etc.. In case of fraud, wilful misconduct, gross negligence, violation of law or any claims from banks/regulatory authorities that are directly attributable to the Customer, the Customer’s liability shall be unlimited. Although Company has no obligation to monitor Customer’s use of the Services, Company may do so and may prohibit / suspend / terminate any use of the Services it believes may be (or alleged to be) in violation of the foregoing.
5.3 Customer shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Services, including, without limitation, modems, hardware, servers, software, operating systems, networking, web servers and the like (collectively, “Equipment”). Customer shall also be responsible for maintaining the security of the Equipment, Customer account, passwords (including but not limited to administrative and user passwords) and files, and for all uses of Customer account or the Equipment with or without Customer’s knowledge or consent.
6. CONFIDENTIALITY; PROPRIETARY RIGHTS
6.1 Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose business, technical or financial information relating to the Disclosing Party’s business (hereinafter referred to as “Proprietary Information” of the Disclosing Party). Proprietary Information of Company includes non-public information regarding features, functionality and performance of the Service. Proprietary Information of Customer includes non-public data provided by Customer to Company to enable the provision of the Services (“Customer Data”). The Receiving Party agrees: (i) to take reasonable precautions to protect such Proprietary Information, and (ii) not to use (except in performance of the Services or as otherwise permitted herein) or divulge to any third person any such Proprietary Information. The Disclosing Party agrees that the foregoing shall not apply with respect to any information after two (2) years following the disclosure thereof or any information that the Receiving Party can document (a) is or becomes generally available to the public, or (b) was in its possession or known by it prior to receipt from the Disclosing Party, or (c) was rightfully disclosed to it without restriction by a third party, or (d) was independently developed without use of any Proprietary Information of the Disclosing Party or (e) is required to be disclosed by law.
6.2 Customer shall own all right, title and interest in and to the Customer Data. Company shall own and retain all right, title and interest in and to (a) the Services and Software, all improvements, enhancements or modifications thereto, (b) any software, applications, inventions or other technology developed in connection with Implementation Services or support, and (c) all intellectual property rights related to any of the foregoing.
6.3 Notwithstanding anything to the contrary, Company shall have the right to collect and analyze data and other information relating to the provision, use and performance of various aspects of the Services and related systems and technologies (including, without limitation, information concerning Customer Data and data derived therefrom), and Company will be free (during and after the term hereof) to (i) use such information and data to improve and enhance the Services and for other development, diagnostic and corrective purposes in connection with the Services and other Company offerings, and (ii) disclose such data solely in aggregate or other de-identified form in connection with its business. No rights or licenses are granted except as expressly set forth herein.
7. PAYMENT OF FEES
7.1 Customer will pay Company the fees applicable as on “Registration date” (when Customer signs up for the Service) described in the Website (under Pricing) for the Services and Implementation Services in accordance with the terms therein (the “Fees”). If Customer’s use of the Services requires the payment of additional fees (per the terms of this Agreement), Customer shall be billed for such usage and Customer agrees to pay the additional fees in the manner provided herein. Company reserves the right to change the Fees or applicable charges and to institute new charges and Fees at the end of the Initial Service Term or then-current renewal term, upon fifteen (15) days prior notice to Customer (which may be sent by email). If Customer believes that Company has billed Customer incorrectly, Customer must contact Company no later than 15 days after the closing date on the first billing statement in which the error or problem appeared, in order to receive an adjustment or credit. Inquiries should be directed to Company’s customer support department.
7.2 All payments are to be done on advance basis only and if payment is not received within 3 (three) days of start of a period, Company has a right but not an obligation to terminate Customer’s account with an emailed notice on the day of. Customer shall be responsible for all taxes associated with Services such as GST, etc.
7.3 All payments to be made to Asanify Technologies Private Limited or any of its sister concerns or subsidiaries upon request from Company.
8. TERM AND TERMINATION
8.1 Subject to earlier termination as provided below, this Agreement is for the Initial Service Term and shall be automatically renewed for additional periods of the same duration as the Initial Service Term (collectively, the “Term”), unless either party requests termination at least sixty (60) days prior to the end of the then-current term.
8.2 In addition to any other remedies it may have, either party may also terminate this Agreement upon sixty (60) days’ notice (or without notice in the case of nonpayment), if the other party materially breaches any of the terms or conditions of this Agreement. Customer will pay in full for the Services up to and including the last day on which the Services are provided. Upon any termination, Company will make all Customer Data available to Customer for electronic retrieval for a period of thirty (30) days within thirty (30) days of a written request from Customer, but thereafter Company may, but is not obligated to, delete stored Customer Data. All sections of this Agreement which by their nature should survive termination will survive termination, including, without limitation, accrued rights to payment, confidentiality obligations, warranty disclaimers, and limitations of liability.
9. WARRANTY AND DISCLAIMER
Company shall use reasonable efforts consistent with prevailing industry standards to maintain the Services in a manner which minimizes errors and interruptions in the Services and shall perform the Implementation Services in a professional and workmanlike manner. Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by Company or by third-party providers, or because of other causes beyond Company’s reasonable control, but Company shall use reasonable efforts to provide advance notice in writing or by e-mail of any scheduled service disruption. However, company does not warrant that the services will be uninterrupted or error free; nor does it make any warranty as to the results that may be obtained from use of the services. Except as expressly set forth in this section, the services and implementation services are provided “as is” and company disclaims all warranties, express or implied, including, but not limited to, implied warranties of merchantability and fitness for a particular purpose and non-infringement.
10. LIMITATION OF LIABILITY
Notwithstanding anything contained herein, Company and its suppliers (including but not limited to all equipment, software and technology suppliers), officers, affiliates, representatives, contractors, directors and employees shall not be responsible or liable with respect to any subject matter of this agreement or terms and conditions related thereto under any contract, negligence, strict liability or other theory, including without limitation: (a) for error or interruption of use or for loss or inaccuracy or corruption of data or cost of procurement of substitute goods, services or technology or loss of business; (b) for any indirect, exemplary, incidental, special or consequential damages; (c) for any matter beyond company’s reasonable control including force majeure, change in/of applicable laws; (d) for any amounts that, together with amounts associated with all other claims, exceed the fees paid by customer to company for the services under this agreement in the 12 months prior to the act that gave rise to the liability, in each case, whether or not company has been advised of the possibility of such damages; damages; (e) for any
compliance / non-compliance of applicable laws / rules / regulations; and /or (f) for any claims, losses,
damages, liabilities, etc. attributable to any third-party services, software, hardware, systems, processes, links,
API, etc. (Third-Party Services) that are directly / indirectly used by the Company to enable the provision of
Services / Websites.
11. THIRD PARTY SERVICES
Customer understands that: (a) such Third-Party Services are not within the control of
the Company, and accordingly the Company makes no representation or warranty (express or implied) with
respect to the accuracy, correctness, fitness, title, timeliness, completeness, merchantability, security, etc. of
the same including the content / information / output / analysis / data that is accessed / transmitted / derived
therefrom; (b) such Third-Party Services are provided by the Company on an as-is where-is basis and may be
updated / modified at any time; (c) Customer’s use / continued usage of the Company’s Services / Websites
shall be deemed to mean and include: (i) all Customer consent(s) that may be required under applicable laws /
rules / regulations for access, procurement, usage, transmission, purging, sharing (including for audit
requirements, regulatory compliances, etc.), storage, retention of data, etc. by the Company and/or Third-
Party Services; and (ii) Customer’s consent to be bound by the terms and conditions of such Third-Party
Services which Customer understands are dynamic in nature and subject to change from time-to-time.
If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable. This Agreement is not assignable, transferable or sublicensable by Customer except with Company’s prior written consent. Company may transfer and assign any of its rights and obligations under this Agreement without consent. This Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement, and that all waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein. No agency, partnership, joint venture, or employment is created as a result of this Agreement and Customer does not have any authority of any kind to bind Company in any respect whatsoever. In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover costs and attorneys’ fees. All notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested. This agreement shall be governed by and constructed in accordance with the laws of India, without reference to conflict of laws & principles. The courts in Kolkata, India, shall have the exclusive jurisdiction to determine any disputes arising in relation to, or under, these Terms and Conditions.
The parties shall work together in good faith to issue at least one mutually agreed upon press release within 90 days of the Effective Date, and Customer otherwise agrees to reasonably cooperate with Company to serve as a reference account upon request.