Terms of Service

These Terms of Service (the "Terms") govern access to and use of the Digiliance labour-law compliance platform, including the web application at https://app.digiliance.in, its APIs, mobile access, the digital library, reports, registers and related support (together, the "Service"). The Service is provided by Spectra Outsource Solutions Private Limited, a company incorporated in India with its office at 243, 2nd Floor, Vipul Trade Center, Sector-48, Sohna Road, Gurugram, Haryana 122018, India ("Digiliance", "we", "us").

1. Who these Terms apply to

1. Customer. The company, firm or other organisation that subscribes to the Service (the "Customer", "you") is bound by these Terms. A person who accepts them for an organisation confirms that they are authorised to bind it.
2. Users. Individuals given access by the Customer (company owners, unit, contractor and site administrators, makers, checkers and similar roles, the "Users") must also comply with these Terms and the End User Licence Agreement. The Customer is responsible for its Users' acts and omissions as if they were its own.
3. Partners. A reseller, consultant or other partner that manages Customers on the Service (a "Partner") accepts these Terms both for itself and, to the extent it acts for a Customer, confirms it holds that Customer's authority.
4. Business use only. The Service is offered only to businesses and professionals for commercial purposes. It is not offered to consumers, and you confirm you are not acquiring it as a consumer. Users must be at least 18 years old.
5. Order of precedence. If a signed order form, proposal or agreement with us (an "Order") conflicts with these Terms, the Order prevails only for the matter it expressly covers. Otherwise these Terms, the End User Licence Agreement and the Privacy Policy apply in that order.

2. The Service

1. The Service helps you organise and track labour-law compliance: entity set-up, compliance calendars and checklists, maker / checker workflows, licences, documents, notices, statutory registers, government notification updates, reports and related features, as made available to your subscription from time to time.
2. Features are grouped into modules. Only modules included in your subscription are available, and access to a module ends on its expiry date or when the subscription ends.
3. We may change, improve, add or withdraw features at any time. If we withdraw a module you have paid for and do not replace it with an equivalent, we will give reasonable notice and, as your sole remedy, a pro-rata credit for the unused period of that module.
4. Units, contractors and sites created by Customers or Partners may require our review and approval before they become active. We may approve, reject or deactivate an entity at our reasonable discretion, for example where information is incomplete, inaccurate or exceeds your subscription.

3. Accounts and security

1. You are responsible for all activity under your account and your Users' accounts, for keeping credentials confidential, for promptly removing access of people who leave, and for the accuracy of User details and roles.
2. Tell us immediately at [email protected] if you suspect unauthorised access or a security incident affecting your account.
3. Support access. You authorise our authorised personnel, and Partners you work with, to access your account (including through the "Login As" feature) to provide set-up, support, troubleshooting and the services you request. Such access is recorded in audit logs.

4. Your responsibility for compliance

1. The Service is a tool, not legal advice. Statutory content, applicability rules, due dates, forms, rates, registers, government notification summaries and any guidance in the Service are provided for general information to assist you. They are not legal, tax or professional advice and do not create any adviser–client relationship.
2. You remain responsible. You alone are responsible for determining which laws apply to you, for meeting every statutory obligation, filing, payment, registration, licence, display, record and register requirement, for the accuracy and completeness of information you enter or upload, and for verifying any output (including generated registers and reports) before relying on or submitting it.
3. Laws, rules, notifications and their interpretation change frequently and vary by State. We do not warrant that the Service reflects every change, is complete for every jurisdiction or is free of errors, and we are not responsible for any notice, penalty, prosecution, interest, damages or other consequence arising from non-compliance.
4. You must keep your own statutory registers and records for the periods the law requires (generally at least five years). The Service may help you maintain them but is not a substitute for your legal record-keeping obligations, particularly after your subscription ends (section 17).

5. Acceptable use

You and your Users must not, and must not allow anyone to:

1. use the Service in breach of any law, or to store or process data you have no right to process;
2. upload malware, or content that is unlawful, defamatory, obscene, infringing or that violates anyone's privacy;
3. probe, scan or test the vulnerability of the Service, bypass any security or access control, or access data of another Customer;
4. copy, frame, scrape, reverse engineer, decompile or create derivative works of the Service, or use it to build a competing product;
5. resell, sublicense or provide the Service to third parties, except as a Partner under a written agreement with us;
6. overload the Service, use automated means to access it other than our published APIs within reasonable limits, or interfere with other customers' use.

We may suspend access immediately, without liability, if we reasonably believe any of these has occurred or that use of the Service poses a security, legal or reputational risk.

6. Your data

1. Ownership. As between you and us, you own the data you and your Users enter or upload, including employee, wage, attendance and leave records and documents ("Customer Data").
2. Licence to us. You grant us a non-exclusive, royalty-free licence to host, copy, process, transmit and display Customer Data as needed to provide, secure, support and improve the Service, to comply with law and as described in the Privacy Policy.
3. Aggregated data. We may create and use anonymised, aggregated data and statistics derived from use of the Service that do not identify you or any individual, for any lawful purpose, including improving the Service and statutory content.
4. Your warranties. You warrant that you have every right, notice, consent and lawful basis needed for us to process Customer Data under these Terms, and that Customer Data does not infringe anyone's rights.
5. Backups. We keep backups for our own continuity, but you are responsible for keeping copies of Customer Data you need. Except as required by law, we are not liable for loss or corruption of data.

7. Personal data and data protection

1. Roles. For personal data of your employees, contract workers and other individuals that you or your Users enter or upload, you are the Data Fiduciary under the Digital Personal Data Protection Act, 2023 (the "DPDP Act") and we act as your Data Processor, processing it on your behalf and on your documented instructions as set out in Schedule A (Data Processing Terms). For account, billing, support and usage data of Users and Partners, we act as a Data Fiduciary as described in our Privacy Policy.
2. Your duties as Data Fiduciary. You are responsible for giving notices to and, where required, obtaining consent from the individuals concerned, for having a lawful purpose for each item of data, for responding to their rights requests, for ensuring data is accurate, and for any verifiable parental consent required for data of individuals under 18 (including adolescent workers). You must upload only the personal data necessary for the compliance purposes the Service supports.
3. Aadhaar and identifiers. Aadhaar numbers, PAN, UAN, ESIC numbers, bank details, photographs and signatures must be uploaded only where a law requires you to record them (for example in statutory registers) and only in accordance with the Aadhaar (Targeted Delivery of Financial and Other Subsidies, Benefits and Services) Act, 2016 and other applicable law. You are solely responsible for that decision.
4. Schedule A forms part of these Terms and satisfies the requirement for a valid contract between a Data Fiduciary and a Data Processor.

8. Partners and resellers

1. If you engage a Partner, you authorise us to give that Partner access to your account and Customer Data to the extent the Partner's role allows, and to act on the Partner's instructions as if they were yours.
2. A Partner is an independent business and not our agent. Your relationship with a Partner, including its fees, advice and services, is between you and the Partner. We are not responsible for any act, omission, advice or service of a Partner.
3. Where you subscribe through a Partner, the Partner may be responsible for billing you; our obligations to you are only those set out in these Terms.

9. Fees, billing and taxes

1. Fees. Subscription fees are as stated in the applicable Order, invoice or price list. Unless an Order says otherwise, fees are billed annually in advance.
2. Payment. Invoices are payable within 15 days of the invoice date. Fees exclude Goods and Services Tax and other applicable taxes, which you will pay in addition. You will pay amounts without set-off; where tax must be withheld at source you will provide the certificate promptly.
3. Late payment. Overdue amounts carry interest at 1.5% per month (18% per annum) or the maximum lawful rate if lower, from the due date until payment. If any amount is unpaid 15 days after its due date we may, after notice, suspend access until payment is received. Fees remain payable during suspension.
4. No refunds. Fees are non-refundable and non-cancellable, including for partial periods, unused modules, unused Users or entities and early termination, except where these Terms expressly provide a credit or where a refund is required by law.
5. Renewal. Subscriptions renew automatically for successive periods equal to the initial term unless either party gives written notice of non-renewal at least 30 days before the renewal date. We may change fees for a renewal term by giving at least 30 days' notice before renewal.
6. Usage limits. Subscriptions may include limits (for example on employees, entities, Users or modules). If you exceed them we may invoice the additional usage at our then-current rates or ask you to upgrade.
7. Trials. Free trials and demonstration accounts are provided "as is" without any commitment, may be ended at any time and may be deleted at the end of the trial.

10. Availability and support

1. We will use commercially reasonable efforts to keep the Service available, but we do not guarantee that it will be uninterrupted, timely or error-free. Planned maintenance, updates, emergency work and events outside our control may cause downtime.
2. Support is provided through the support-ticket feature and the contact details we publish, during our normal business hours, on a reasonable-efforts basis unless an Order specifies a service level.

11. Intellectual property

1. We and our licensors own all rights in the Service, its software, design, compiled statutory content, templates, digital library, documentation, trade marks and all improvements, whether or not based on your feedback. No rights are granted except the limited right to use the Service under these Terms and the End User Licence Agreement.
2. If you send us suggestions or feedback, we may use them freely without obligation to you.

12. Confidentiality

Each party will keep confidential the other's non-public business information received in connection with the Service and use it only for the purposes of these Terms, with at least reasonable care. This does not apply to information that is public, already known, independently developed or lawfully received from a third party, or that must be disclosed by law or order of a court or authority (with notice where lawful). Customer Data is also protected by section 7 and Schedule A.

13. Disclaimer of warranties

To the fullest extent permitted by law, the Service and all content, statutory information, outputs, registers and reports are provided "as is" and "as available". We disclaim all warranties and conditions, express, implied or statutory, including those of merchantability, satisfactory quality, fitness for a particular purpose, accuracy, completeness, non-infringement and uninterrupted or error-free operation. No advice or information, oral or written, creates any warranty not expressly stated in these Terms.

14. Limitation of liability

1. To the fullest extent permitted by law, we and our directors, employees, affiliates and suppliers will not be liable for any indirect, incidental, special, consequential, exemplary or punitive loss or damage, or for any loss of profit, revenue, business, goodwill, anticipated savings, data or use, or for any statutory penalty, fine, interest, prosecution, notice, compensation to employees or other consequence of non-compliance with any law, however caused and even if we were advised of the possibility.
2. Our total aggregate liability arising out of or in connection with the Service, these Terms or any Order, whether in contract, tort (including negligence), breach of statutory duty or otherwise, will not exceed the subscription fees actually paid by you to us for the Service in the three (3) months immediately before the event giving rise to the claim.
3. The parties agree that these limits are a reasonable allocation of risk, reflected in the fees, and that the Service would not be provided without them.
4. Nothing in these Terms excludes or limits liability that cannot be excluded or limited under applicable law, including liability for fraud.
5. Any claim must be notified to us in writing within twelve (12) months after the event giving rise to it, failing which it is waived to the extent permitted by law.

15. Indemnity

You will defend, indemnify and hold harmless us, our affiliates and our and their directors, employees and agents from and against all claims, demands, proceedings, losses, damages, penalties, fines, costs and expenses (including reasonable legal fees) arising out of or relating to: (a) Customer Data, including any claim by your employees, workers or any authority; (b) your or your Users' or Partners' breach of these Terms or of any law, including data-protection and labour laws; (c) your non-compliance with any statutory obligation, whether or not the Service was used to track it; and (d) any dispute between you and a Partner. We will notify you of a claim, allow you to control its defence with counsel reasonably acceptable to us, and give reasonable cooperation at your cost; you will not settle a claim that imposes any obligation or admission on us without our written consent.

16. Suspension

We may suspend all or part of the Service immediately, with notice where practicable, if: fees are overdue (section 9.3); you breach section 5 or section 7; we reasonably believe there is a security threat or unlawful use; or suspension is required by law or an authority. Suspension does not relieve you of payment obligations.

17. Term, termination and your data at the end

1. These Terms apply from your first acceptance or use until the end of all subscriptions.
2. Either party may terminate a subscription by written notice if the other materially breaches these Terms and does not cure the breach within 30 days of notice. We may terminate immediately on notice if you become insolvent, breach section 5, or fail to pay within 30 days after a suspension notice.
3. On expiry or termination, your right to use the Service ends and all unpaid fees become immediately due. Termination by you does not entitle you to a refund.
4. Export window. For 30 days after the subscription ends (the "Export Window") we will, on request, provide reasonable access for you to export Customer Data, provided all fees are paid. After the Export Window we will delete or anonymise Customer Data in our active systems, except data we must keep by law. Deletion is carried out by our team; you may also ask us at any time, by email to [email protected] from an authorised account email, to delete Customer Data earlier, and we will do so after verifying the request, subject to any data we must keep by law. Deleted data cannot be recovered. Copies in backups are overwritten in the normal backup cycle and are not restored to use. We have no obligation to keep Customer Data after the Export Window, and you are solely responsible for keeping your statutory records thereafter.
5. Sections 4, 6.3, 6.5, 9 (for amounts owed), 11 to 15, 17.3 to 17.5 and 18 to 22 survive termination.

18. Force majeure

We are not liable for any delay or failure caused by events beyond our reasonable control, including natural disasters, epidemics, war, terrorism, riots, government action, changes in law, power or internet failures, failures of hosting, network or other third-party providers, cyber attacks not caused by our failure to maintain reasonable security, strikes or labour disputes.

19. Changes to these Terms

We may update these Terms. For material changes we will give at least 30 days' notice by email, in-app notice or by asking Users to accept the new version at sign-in. Changes take effect on the date stated; continued use after that date constitutes acceptance. If you do not agree, you may stop using the Service before the change takes effect; fees already paid are not refundable except as required by law. Changes required by law or for security may take effect immediately.

20. Governing law and disputes

1. These Terms and any dispute or claim arising out of or in connection with them or the Service are governed by the laws of India.
2. The parties will first try to resolve any dispute through good-faith discussion between senior representatives for 30 days after written notice of the dispute.
3. Any dispute not so resolved will be finally resolved by arbitration under the Arbitration and Conciliation Act, 1996, by a sole arbitrator appointed by mutual agreement of the parties, failing which in accordance with that Act. The seat and venue of arbitration is Gurugram, Haryana; the language is English. The award is final and binding.
4. Subject to the above, the courts at Gurugram, Haryana have exclusive jurisdiction, including for interim relief and enforcement. Nothing prevents us from seeking urgent injunctive relief or recovering unpaid fees before any competent court.

21. Notices

We may give notices to the email address of your company owner or account administrator, through the Service or by post to your registered address. You must send legal notices to Spectra Outsource Solutions Private Limited, 243, 2nd Floor, Vipul Trade Center, Sector-48, Sohna Road, Gurugram, Haryana 122018, India, with a copy to [email protected]. Notices by email are effective when sent, unless a delivery-failure message is received.

22. General

1. Electronic contract. These Terms are an electronic record under the Information Technology Act, 2000 and are binding when accepted electronically.
2. Assignment. You may not assign or transfer these Terms without our written consent. We may assign them to an affiliate or to a successor in a merger, acquisition or sale of the business.
3. Subcontracting. We may use subcontractors and service providers, and remain responsible for their performance of our obligations to the extent set out in these Terms.
4. Relationship. The parties are independent contractors. Nothing creates a partnership, agency, employment or joint venture.
5. Severability. If any provision is held invalid or unenforceable, it will be enforced to the maximum extent permissible and the rest of these Terms remain in effect. In particular, if any limitation in sections 13 to 15 is found unenforceable, it is to be read down to the widest limitation the law permits.
6. No waiver. Failure or delay in exercising a right is not a waiver of it.
7. Entire agreement. These Terms, the End User Licence Agreement, the Privacy Policy and any Order are the entire agreement on their subject matter and supersede earlier proposals and understandings. Terms in your purchase orders or other documents do not apply.
8. Third parties. No one other than the parties (and our affiliates under sections 14 and 15) has any right to enforce these Terms.

Schedule A — Data Processing Terms

This Schedule applies where we process personal data on your behalf as your Data Processor (section 7.1). Terms used here have the meanings given in the DPDP Act.

1. Instructions. We process personal data only to provide the Service, as configured and used by you and your Users, and on your other documented, lawful instructions. These Terms and your use of the Service's features are your complete instructions. We will tell you if we believe an instruction is unlawful.
2. Purpose and data. Purpose: labour-law compliance management, statutory registers, records and reporting. Data principals: your employees, contract workers, consultants and other individuals whose data you upload, and your Users. Categories: identification and contact details, employment details, wages, attendance, leave and statutory identifiers you choose to upload.
3. Confidentiality. Personnel with access to personal data are bound by confidentiality obligations and access it only as needed for their role.
4. Security safeguards. We maintain reasonable security safeguards appropriate to the risk, which currently include encrypted transport (HTTPS), hashed passwords, role-based and company-based access isolation, rate-limited sign-in, audit logging of sign-ins, "Login As" and downloads of personal data, retention limits on logs, and protected storage of documents. We may update these measures provided overall protection is not materially reduced.
5. Sub-processors. You authorise our use of the sub-processors listed in the Privacy Policy and of others we engage for hosting, delivery, email and support. We will impose data-protection obligations on them that are no less protective than this Schedule, and update the list in the Privacy Policy before a new sub-processor processes your personal data. If you have a reasonable data-protection objection, you may terminate the affected module as your sole remedy.
6. Location. We store and process Customer Data in India. We will not transfer it outside India except as permitted under section 16 of the DPDP Act and applicable rules.
7. Personal data breaches. We will notify you without undue delay, and in any event within 72 hours after becoming aware of a personal data breach affecting your personal data, with the information reasonably available to us, and will reasonably assist you in meeting your obligations to inform the Data Protection Board of India and affected individuals.
8. Assistance. Taking into account the nature of the processing, we will provide reasonable assistance, at your cost where the effort is more than minimal, to help you respond to requests from data principals and to meet your obligations as Data Fiduciary. We will forward to you any request we receive directly from a data principal about your data, and will not respond to it except on your instructions or as required by law.
9. Retention and deletion. We keep personal data for the duration of the Service and delete or anonymise it as described in section 17.4. During the subscription, records you delete may be kept in an archive for a limited period to allow restoration (and, for statutory register data, for up to five years) before permanent deletion, unless you ask for earlier deletion by email, which we action manually after verification.
10. Information and audits. On reasonable written request, not more than once in any 12-month period, we will provide information reasonably necessary to demonstrate compliance with this Schedule, subject to confidentiality. Any on-site audit requires our prior agreement on scope, timing and cost and must not compromise the security or confidentiality of other customers.
11. Liability. This Schedule is subject to the limitations and exclusions of liability in sections 13 to 15.