Terms of Service

1. Agreement and Definitions

These Terms of Service ("Terms") govern your use of Grapeit's payroll and human resources management platform (the "Service"), whether accessed via web application, mobile application, or API.

• "We," "Us," "Our" = Grapeit, proprietorship, Maharashtra, India
• "You," "Your" = Customer (organization/proprietorship using the Service)
• "Customer Data" = Payroll, employee records, attendance, salary structures, and related information you input into the Service
• "Personal Data" = Any data that identifies or relates to an individual (covered under Digital Personal Data Protection Act, 2023)
• "Confidential Information" = Non-public information shared between parties

2. Use Rights & Restrictions

2.1 Grant of License

We grant you a non-exclusive, non-transferable, revocable license to access and use the Service for your internal payroll and HR operations. This license is conditioned on your compliance with these Terms.

2.2 Restrictions

You will not:

• Reverse-engineer, decompile, or attempt to derive source code
• Use the Service for any illegal purpose or in violation of Indian law
• Access or search the Service by any means other than our publicly supported interfaces
• Reproduce, sublicense, or resell the Service without written consent
• Use the Service to process payroll or HR data on behalf of third parties (unless explicitly authorized)
• Attempt unauthorized access or interfere with service availability
• Remove, obscure, or alter any proprietary notices, labels, or marks

2.3 Compliance with Law

You are responsible for ensuring your use of the Service complies with all applicable laws, including but not limited to:

• Employees' State Insurance Act, 1948
• Employees' Provident Funds and Miscellaneous Provisions Act, 1952
• Payment of Gratuity Act, 1972
• Minimum Wages Act, 1948
• Indian Income Tax Act, 1961
• DPDP Act, 2023 (data protection regulations)

We provide tools and templates to assist compliance, but you retain all legal responsibility for payroll accuracy, statutory deductions, and regulatory filings.

3. Customer Data & Ownership

3.1 Your Data

You retain all ownership and rights to Customer Data. You grant us a limited license to:

• Store and process Customer Data to deliver the Service
• Create aggregated, anonymized analytics for product improvement (no individual identification)
• Perform backup, disaster recovery, and security operations
• Comply with legal obligations (e.g., court orders, regulatory investigations)

3.2 Data Retention

Upon account termination, we will:

• Securely delete or anonymize all Customer Data within 90 days of your written request
• Retain backup copies for 30 additional days for disaster recovery purposes
• Retain data if required by law (tax audits, labor disputes, RBI directives)

3.3 Restrictions on Our Use

We will not:

• Sell, rent, or lease Customer Data
• Share Customer Data with third parties except as noted in our Privacy Policy (e.g., payment processors, compliance partners)
• Use Customer Data for marketing or product development that identifies your organization without consent

4. Intellectual Property

4.1 Service IP

All intellectual property in the Service—including source code, algorithms, documentation, features, and improvements—remains our exclusive property. Your use does not grant you any ownership rights.

4.2 Your Customizations

If you create custom reports, workflows, or configurations within the Service, you retain ownership of those customizations. We may use anonymized learnings to improve the Service.

4.3 Feedback

Any feedback, suggestions, or ideas you provide regarding the Service may be used by us at no cost or obligation to you.

5. Payment & Billing

5.1 Fees

The fees for the Service are set forth in your Subscription Agreement or purchase order, based on your selected plan and employee count.

5.2 Billing Cycle

• Invoices are issued monthly or annually in advance, as per your subscription
• Payment is due within 30 days of invoice date
• Late payments incur interest at 18% per annum (or the maximum rate permitted by law)

5.3 Price Changes

We may increase subscription fees with 60 days' written notice. If you do not accept the increase, you may cancel within the notice period.

5.4 No Refunds

All subscription fees are non-refundable except as required by law or as specified in your written agreement.

5.5 Taxes

You are responsible for all taxes on your use of the Service (GST, VAT, etc.). If we are obligated to collect taxes, we will invoice you separately.

6. Service Availability & Support

6.1 Uptime

We target 99.5% uptime on a monthly basis, measured from our data centers. Planned maintenance windows (announced 7 days in advance) are excluded.

6.2 Support

• Email support: Response within 24 business hours for all issues
• Critical issues (data loss, security): Prioritized within 4 hours
• Support is provided in English; responses during 9 AM–6 PM IST, Monday–Friday (excluding Indian public holidays)

6.3 Scheduled Maintenance

We may perform maintenance without notice outside business hours (typically weekends, 2–4 AM IST). Critical updates may require downtime with 48-hour notice.

6.4 No Warranty

The Service is provided "AS IS" without warranties of any kind, expressed or implied. We do not guarantee error-free, uninterrupted, or secure operation.

7. Liability & Limitation of Damages

7.1 Disclaimers

We are not liable for:

• Loss of revenue, profits, data, or business opportunity
• Indirect, incidental, special, or consequential damages
• Your failure to comply with laws or regulations
• Inaccuracy of payroll calculations due to incorrect input data
• Third-party actions or data breaches outside our control
• Network or internet provider failures

7.2 Liability Cap

Our total liability for any claim arising from these Terms or the Service shall not exceed the fees you paid in the 12 months preceding the claim or ₹50,000, whichever is greater.

7.3 Your Indemnity

You agree to indemnify and hold us harmless from any claims, damages, or legal fees arising from:

• Your violation of these Terms or applicable law
• Inaccuracy of Customer Data or payroll calculations
• Your infringement of intellectual property rights
• Your use of the Service in an unauthorized or illegal manner

8. Data Protection & Privacy

8.1 DPDP Act Compliance

The Service processes Personal Data (employee information, contact details, salary data). We act as a Data Processor on your behalf. You, as the organization, are the Data Controller.

8.2 Data Protection Agreement

By using the Service, you agree to our Data Protection Agreement, which outlines:

• How Personal Data is processed
• Your obligations as Data Controller
• Our obligations as Data Processor
• Data subject rights and breach notification procedures

8.3 Data Security

We implement industry-standard technical and organizational measures:

• AES-256 encryption for data at rest
• TLS 1.2+ encryption for data in transit
• Role-based access controls and audit logging
• Regular security assessments
• Annual penetration testing

You are responsible for:

• Account security (username, password, API keys)
• Authorized use of the Service
• Accurate and lawful collection of Personal Data

8.4 Breach Notification

If we discover a data breach affecting Personal Data, we will notify you within 72 hours (as required by DPDP Act). You are responsible for notifying affected individuals and regulators.

9. Term, Termination & Suspension

9.1 Term

Your subscription begins on the date you activate the Service and continues for the period specified in your agreement (default: 12 months).

9.2 Renewal

Subscriptions automatically renew for successive periods unless either party provides 30 days' written notice of non-renewal.

9.3 Termination for Convenience

You may cancel at any time by providing 30 days' written notice to support@grapeit.in. No refund is provided for the remaining term.

9.4 Termination for Cause

We may suspend or terminate your account immediately if:

• You violate these Terms
• You engage in illegal activity
• You fail to pay invoices for 30+ days
• You attempt to compromise Service security
• Your use harms other users or our infrastructure

We will attempt to notify you before suspension unless immediate action is necessary for security reasons.

9.5 Effect of Termination

Upon termination:

• Your access to the Service ceases immediately
• We provide 30 days for you to export Customer Data (after which it is deleted)
• All fees accrued remain due
• Applicable sections survive termination

10. Confidentiality

10.1 Definition

Confidential Information means any non-public information disclosed by one party to the other, clearly marked as confidential or reasonably understood to be confidential.

10.2 Obligations

Each party agrees to:

• Maintain Confidential Information in strict confidence
• Use it only to perform obligations under these Terms
• Disclose only to employees/contractors who need to know
• Protect it with the same care as its own confidential information (but no less than reasonable care)

10.3 Exceptions

Confidential Information does not include information that:

• Is or becomes publicly available without breach
• Is rightfully received by one party from a third party without confidentiality obligations
• Is independently developed without access to Confidential Information

10.4 Legal Disclosure

We may disclose Confidential Information if required by law (court order, regulatory subpoena), provided we give you prompt notice (unless legally prohibited).

11. General Provisions

11.1 Entire Agreement

These Terms, along with any written Subscription Agreement and Data Protection Agreement, constitute the entire agreement regarding the Service and supersede all prior negotiations, understandings, and agreements.

11.2 Amendments

We may update these Terms at any time by posting the revised version on our website or notifying you via email. Continued use of the Service after changes indicates your acceptance. Material changes (e.g., price, liability) will provide 30 days' notice.

11.3 Governing Law & Jurisdiction

These Terms are governed by the laws of Maharashtra, India, without regard to conflict of law principles. Both parties consent to the exclusive jurisdiction of courts in Mumbai for any legal action.

11.4 Dispute Resolution

Before litigation, parties agree to attempt good-faith negotiation for 30 days. Either party may then escalate to courts of competent jurisdiction in Mumbai.

11.5 Severability

If any provision is found invalid or unenforceable, it will be reformed to the minimum extent necessary, or if not possible, severed. Remaining provisions continue in full force.

11.6 Assignment

You may not assign these Terms or your rights/obligations without our written consent. We may assign our rights to an affiliate or successor.

11.7 Notices

All notices must be in writing and delivered by email, hand delivery, or legal notices via registered mail. Notices are effective upon receipt.

12. Contact & Support

Grapeit Support

• Email: support@grapeit.in
• Legal: legal@grapeit.in
• Address: Maharashtra, India

For legal notices and complaints, please email legal@grapeit.in.