Terms of Service

1. PREAMBLE

1.1 These Terms of Service ("Terms") constitute a legally binding agreement between Vanavya Consulting Private Limited, a company incorporated under the Companies Act, 2013, having its registered office at H. No. 182/A, Gali No. 12/1, Sindhu Farm Road, Meethapur, Badarpur, South Delhi, New Delhi – 110044, India (hereinafter referred to as "Vanavya Consulting", "the Company", "we", "us", or "our"), and the Customer that subscribes to or accesses Vanavya Pulse.

1.2 These Terms govern the access to and use of Vanavya Pulse, a Human Resource Management System ("HRMS") software-as-a-service product owned and operated by Vanavya Consulting.

1.3 By registering for, subscribing to, accessing, or using Vanavya Pulse, the Customer agrees to be bound by these Terms. If the Customer does not agree to these Terms, the Customer shall not access or use Vanavya Pulse.

1.4 The processing of personal data through Vanavya Pulse is additionally governed by the Privacy Policy for Vanavya Pulse, which is incorporated into these Terms by reference.

2. DEFINITIONS

3. ELIGIBILITY AND ACCOUNT REGISTRATION

3.1 The Customer represents and warrants that it has the requisite corporate authority to enter into these Terms and to bind itself and its End-Users hereto.

3.2 The Customer shall provide accurate, current, and complete information at the time of registration and shall promptly update such information as necessary.

3.3 The Customer is responsible for maintaining the confidentiality of login credentials issued to it and its End-Users, and for all activities that occur under such credentials. The Customer shall promptly notify Vanavya Consulting of any unauthorised use of its account.

4. SUBSCRIPTION, FEES, AND PAYMENT

4.1 Access to Vanavya Pulse is provided on a subscription basis, for the Subscription Term and at the fees set out in the applicable order form, subscription agreement, or invoice.

4.2 All fees are exclusive of applicable taxes, including Goods and Services Tax, unless expressly stated otherwise, and shall be borne by the Customer.

4.3 Fees shall be payable in accordance with the payment schedule set out in the applicable order form. Failure to remit payment within the stipulated period may result in suspension of access to Vanavya Pulse, upon prior written notice.

4.4 Except as expressly set out in these Terms or the applicable order form, fees once paid are non-refundable.

5. LICENSE AND PERMITTED USE

5.1 Subject to compliance with these Terms and payment of applicable fees, Vanavya Consulting grants the Customer a non-exclusive, non-transferable, revocable licence to access and use Vanavya Pulse during the Subscription Term, solely for the Customer's internal human resource management purposes.

5.2 The Customer shall not, and shall ensure that its End-Users do not:

• (a) reverse engineer, decompile, or disassemble Vanavya Pulse;
• (b) sell, sublicense, rent, lease, or otherwise commercially exploit Vanavya Pulse to any third party;
• (c) use Vanavya Pulse to build a competing product or service;
• (d) circumvent any access controls or security measures of Vanavya Pulse; or
• (e) use Vanavya Pulse in violation of Applicable Law.

5.3 Vanavya Consulting reserves the right to modify, enhance, or discontinue any feature of Vanavya Pulse, provided that no such modification shall materially diminish the core functionality subscribed to by the Customer during the then-current Subscription Term without reasonable prior notice.

6. CUSTOMER OBLIGATIONS

6.1 The Customer shall be solely responsible for the accuracy, quality, and legality of Customer Data, and for obtaining all consents and rights necessary to lawfully input such data into Vanavya Pulse.

6.2 As between the Customer and Vanavya Consulting, the Customer is the Data Fiduciary in respect of Customer Data, and Vanavya Consulting acts solely as the Data Processor, in accordance with the Privacy Policy for Vanavya Pulse and the applicable Data Processing Agreement.

6.3 The Customer shall ensure that its use of Vanavya Pulse, including any biometric attendance or location-tracking features that it enables, complies with Applicable Law, including obtaining any consent required from its End-Users.

6.4 The Customer shall not use Vanavya Pulse to process any personal data of a nature or in a manner inconsistent with the Privacy Policy for Vanavya Pulse or Applicable Law.

7. INTELLECTUAL PROPERTY

7.1 All Intellectual Property Rights in and to Vanavya Pulse, including its software, design, and documentation, are and shall remain the exclusive property of Vanavya Consulting or its licensors. Nothing in these Terms shall be construed as transferring any such rights to the Customer.

7.2 As between the parties, the Customer retains all right, title, and interest in and to Customer Data. The Customer grants Vanavya Consulting a limited licence to host, process, and display Customer Data solely for the purpose of providing Vanavya Pulse to the Customer.

7.3 The Customer shall not use any trademark, trade name, or logo of Vanavya Consulting without prior written consent.

8. CONFIDENTIALITY

8.1 Each party shall keep confidential all non-public information disclosed by the other party in connection with these Terms ("Confidential Information") and shall not disclose such Confidential Information to any third party except as required to perform its obligations under these Terms or as required by Applicable Law.

8.2 The obligations of confidentiality under this Clause 8 shall survive termination of these Terms for a period of three (3) years, save in respect of Customer Data, for which such obligations shall survive for so long as Vanavya Consulting retains such data.

9. SERVICE AVAILABILITY AND SUPPORT

9.1 Vanavya Consulting shall use commercially reasonable efforts to make Vanavya Pulse available on a continuous basis, save for scheduled maintenance, emergency maintenance, or circumstances beyond its reasonable control.

9.2 Vanavya Consulting shall provide support to the Customer in respect of Vanavya Pulse in accordance with the support terms, if any, set out in the applicable order form.

10. WARRANTIES AND DISCLAIMERS

10.1 Vanavya Consulting warrants that it shall provide Vanavya Pulse in a professional and workmanlike manner, consistent with generally accepted industry standards.

10.2 Save as expressly set out in these Terms, Vanavya Pulse is provided on an "as is" and "as available" basis, and Vanavya Consulting disclaims all other warranties, whether express, implied, or statutory, including any implied warranty of merchantability, fitness for a particular purpose, or non-infringement, to the maximum extent permitted by Applicable Law.

11. LIMITATION OF LIABILITY

11.1 Neither party shall be liable to the other for any indirect, incidental, special, consequential, or punitive damages, including loss of profits, revenue, or data, arising out of or in connection with these Terms, whether in contract, tort, or otherwise, even if advised of the possibility of such damages.

11.2 Save in respect of breach of confidentiality obligations, infringement of Intellectual Property Rights, or a party's indemnification obligations, the aggregate liability of either party arising out of or in connection with these Terms shall not exceed the total fees paid or payable by the Customer in the twelve (12) months preceding the event giving rise to the claim.

11.3 Nothing in these Terms shall limit or exclude either party's liability for death or personal injury caused by negligence, fraud, or any other liability that cannot be limited or excluded under Applicable Law.

12. INDEMNIFICATION

12.1 The Customer shall indemnify and hold harmless Vanavya Consulting from and against any claims, losses, or damages arising out of:

• (a) Customer Data or the Customer's use thereof;
• (b) the Customer's breach of these Terms; or
• (c) the Customer's violation of Applicable Law.

12.2 Vanavya Consulting shall indemnify and hold harmless the Customer from and against any claims, losses, or damages arising out of a third-party claim that Vanavya Pulse infringes such third party's Intellectual Property Rights, save where such claim arises from the Customer's misuse of Vanavya Pulse or from Customer Data.

13. TERM AND TERMINATION

13.1 These Terms shall commence on the date the Customer first accesses Vanavya Pulse and shall continue for the Subscription Term, unless earlier terminated in accordance with this Clause 13.

13.2 Either party may terminate these Terms if the other party commits a material breach of these Terms and fails to remedy such breach within thirty (30) days of receipt of written notice thereof.

13.3 Vanavya Consulting may suspend or terminate the Customer's access to Vanavya Pulse with immediate effect in the event of non-payment of undisputed fees beyond fifteen (15) days of notice, or in the event of the Customer's violation of Clause 5.2.

13.4 Upon termination or expiry of these Terms, Vanavya Consulting shall, upon the Customer's written request made within thirty (30) days of such termination or expiry, make available an export of Customer Data in a commonly used format, following which Customer Data shall be deleted in accordance with the Privacy Policy for Vanavya Pulse and the applicable Data Processing Agreement.

14. FORCE MAJEURE

Neither party shall be liable for any failure or delay in the performance of its obligations under these Terms, other than payment obligations, to the extent such failure or delay is caused by circumstances beyond its reasonable control, including acts of God, war, terrorism, civil unrest, governmental action, or failure of internet or telecommunications infrastructure.

15. GOVERNING LAW AND DISPUTE RESOLUTION

15.1 These Terms shall be governed by and construed in accordance with the laws of India.

15.2 Any dispute arising out of or in connection with these Terms shall, in the first instance, be sought to be resolved amicably through good-faith negotiation between the parties within thirty (30) days of written notice of such dispute.

15.3 In the event such dispute is not resolved amicably, the same shall be referred to arbitration under the Arbitration and Conciliation Act, 1996, to be conducted by a sole arbitrator mutually appointed by the parties, with the seat and venue of arbitration at New Delhi, and the proceedings conducted in the English language.

15.4 Subject to Clause 15.3, the courts at New Delhi shall have exclusive jurisdiction in respect of any matter arising out of or in connection with these Terms, including any application for interim relief.

16. NOTICES

17. ASSIGNMENT

The Customer shall not assign or transfer any of its rights or obligations under these Terms without the prior written consent of Vanavya Consulting. Vanavya Consulting may assign these Terms in connection with a merger, acquisition, or sale of substantially all of its business assets, upon written notice to the Customer.

18. AMENDMENT

Vanavya Consulting reserves the right to amend these Terms from time to time to reflect changes in the features of Vanavya Pulse or in Applicable Law. Material amendments shall be communicated to the Customer directly and/or through the Vanavya Pulse application, and continued use of Vanavya Pulse following such amendment shall constitute acceptance thereof.

19. ENTIRE AGREEMENT

These Terms, together with the Privacy Policy for Vanavya Pulse, the applicable Data Processing Agreement, and any order form or subscription agreement executed between the parties, constitute the entire agreement between the parties in respect of the subject matter hereof, and supersede all prior agreements, understandings, or representations, whether written or oral.

20. SEVERABILITY

If any provision of these Terms is held by a court or authority of competent jurisdiction to be invalid or unenforceable, such provision shall be severed, and the remaining provisions of these Terms shall continue in full force and effect.

These Terms have been adopted by the management of Vanavya Consulting Private Limited.

For Vanavya Consulting Private Limited

_______________________________

Amar Nath Pandey

Director