1. The agreement

These Terms, together with the Privacy Policy, any order form, and any plan-specific commercial terms, constitute the entire agreement between you and SERA HR (the "Agreement") and supersede all prior discussions, proposals, and representations.

2. Eligibility & accounts

• You must be at least eighteen (18) years old and able to enter into a legally binding contract under the Indian Contract Act, 1872.
• You must provide accurate, current, and complete information when creating your account and keep it updated.
• Only one account per email address is permitted. Sharing accounts across individuals is prohibited.
• SERA HR may refuse or terminate accounts at its sole discretion, including without limitation for previous breaches of these Terms.

3. Account responsibilities

You are responsible for:

• Maintaining the confidentiality of your login credentials and biometric authenticators.
• All activities that occur under your account, whether authorised by you or not.
• Notifying us immediately at info@serahr.in of any actual or suspected unauthorised access.
• Signing out when using the Platform on a shared device.

4. Organisation responsibilities

Where your organisation subscribes to SERA HR, the organisation (acting through its Primary Administrator) is responsible for:

• Ensuring it has a lawful basis (under the DPDP Act and any other applicable law) to collect and enter personal data of its employees into the Platform.
• Providing its employees with any privacy notices required by law and obtaining consents where necessary.
• Maintaining accurate rosters, role assignments, salary structures, and shift definitions.
• Promptly deactivating or offboarding employees who leave the organisation.
• Ensuring authorised personnel are trained on secure use of the Platform.
• Compliance with all applicable labour, tax, and payroll laws — SERA HR is a tool, not a substitute for legal or accounting advice.

5. Acceptable use

You agree to use the Platform in a manner consistent with:

• These Terms, the Privacy Policy, and any documentation we provide.
• All applicable Indian laws, including the Information Technology Act, 2000 and the DPDP Act, 2023.
• The rights (including privacy and intellectual property rights) of others.

6. Prohibited activities

You must not, and must not permit any third party to:

• Reverse engineer, decompile, or attempt to derive the source code of the Platform, except where such restriction is prohibited by applicable law.
• Copy, sell, rent, lease, or sublicense the Platform or its content, in whole or in part.
• Access the Platform through automated scripts, bots, scrapers, or data-harvesting tools not authorised by us in writing.
• Upload malicious code, viruses, trojans, worms, or any other item that could damage the Platform or its users.
• Falsify punch-in or punch-out data, spoof location, or otherwise attempt to defeat attendance controls.
• Interfere with any other user's access to or use of the Platform.
• Use the Platform for any illegal, deceptive, or defamatory purpose.
• Attempt to gain access to accounts, data, or systems that belong to another organisation.

Violation of § 6 may result in immediate suspension or termination, criminal referral, and civil action for damages.

7. Subscription & billing

• Every new organisation is entitled to a free trial of fourteen (14) days from account creation. No payment method is required to start the trial.
• After the trial, continued use of the Platform requires an active paid subscription. Fees are set out on our pricing page or in the applicable order form.
• Subscriptions renew automatically at the end of each billing cycle unless cancelled at least twenty-four (24) hours before the renewal date.
• We may change our subscription fees on thirty (30) days' notice. Changes apply from the next renewal cycle.
• Downgrades take effect at the end of the current billing cycle. Upgrades take effect immediately and are prorated.

8. Payment & refund policy

• Payments are processed by Razorpay Software Pvt. Ltd. Card details, CVV, and UPI PINs are handled directly by Razorpay and are never stored on our systems.
• All fees are quoted in Indian Rupees (INR) and are exclusive of applicable taxes, which will be added at the prevailing rate.
• All fees are non-refundable, except: (a) where required by law, (b) where SERA HR is unable to provide the Platform due to fault attributable solely to us for more than seven (7) consecutive days in a billing cycle, or (c) where we cancel your subscription for reasons unrelated to your breach of these Terms.
• Failed payments will suspend the organisation's access until settled. A grace period of seven (7) days applies before the account is locked.
• Account lock on plan expiry. When a subscription expires, the organisation retains login access for a grace period of seven (7) calendar days. During this grace period, administrative actions (including but not limited to payroll processing, adding employees, approving requests, and generating reports) are disabled. If the subscription is not renewed within the seven-day grace period, the organisation's account is locked and all users see only a plan-renewal screen upon login. Full access is restored immediately upon successful renewal.
• Invoices are issued electronically and comply with the Central Goods and Services Tax Act, 2017 where applicable.

9. Service availability

We target monthly uptime of ninety-nine and five-tenths per cent (99.5%), measured across the calendar month and excluding scheduled maintenance and any circumstance covered by § 17. Scheduled maintenance windows will be announced in-app or by email at least twenty-four (24) hours in advance where practicable.

No credit, refund, or service credit is guaranteed as a consequence of missing this target unless expressly stated in an executed service-level agreement between you and SERA HR.

10. Intellectual property

The Platform, its software, design, trademarks, and content are the exclusive property of SERA HR and its licensors and are protected by the Copyright Act, 1957, the Trade Marks Act, 1999, and other applicable laws. We grant you a limited, non-exclusive, non-transferable, revocable licence to use the Platform in accordance with these Terms.

Nothing in these Terms transfers to you any right, title, or interest in the Platform's underlying source code, algorithms, user interface, or brand assets. Feedback you provide about the Platform may be used by us without restriction and without any obligation of compensation.

11. Data ownership

Your organisation retains ownership of the personal and business data it enters into the Platform ("Customer Data"). We process Customer Data only as necessary to provide the Platform, to comply with law, or as otherwise instructed by the organisation.

You grant SERA HR a limited, non-exclusive licence to host, copy, display, process, and transmit Customer Data solely for the purpose of providing the Platform.

Aggregated and anonymised statistics (for example, average attendance rates across organisations, or feature-adoption metrics) are not Customer Data and may be used by SERA HR to improve the Platform.

12. Confidentiality

Each party may receive information from the other that is marked as confidential or would reasonably be regarded as confidential ("Confidential Information"). Each party agrees to (a) hold the other's Confidential Information in strict confidence, (b) use it only to perform its obligations under these Terms, and (c) protect it with at least the same degree of care it uses for its own Confidential Information (and no less than reasonable care).

These obligations survive termination of the Agreement for a period of three (3) years, except that trade secrets remain confidential for as long as they qualify as such under applicable law.

13. Disclaimer of warranties

Except as expressly set out in these Terms, the Platform is provided "as is" and "as available". To the maximum extent permitted by applicable law, SERA HR disclaims all warranties, express, implied, statutory, or otherwise, including any warranty of merchantability, fitness for a particular purpose, non-infringement, or accuracy of data.

We do not warrant that the Platform will be uninterrupted, error-free, or free of security vulnerabilities. You are responsible for evaluating whether the Platform meets your requirements.

14. Limitation of liability

To the maximum extent permitted by applicable law:

• Neither party will be liable to the other for indirect, incidental, special, consequential, or punitive damages, including loss of profits, revenue, data, goodwill, or business opportunity, arising out of or relating to the Agreement, even if advised of the possibility of such damages.
• Each party's total aggregate liability under the Agreement in any twelve-month period is capped at the fees paid by the organisation to SERA HR for the Platform during the twelve (12) months immediately preceding the event giving rise to the claim.

The exclusions in this § 14 do not apply to liability for gross negligence, wilful misconduct, or a party's indemnity obligations under § 15 in respect of intellectual-property or confidentiality breaches.

15. Indemnification

You will defend, indemnify, and hold harmless SERA HR and its officers, directors, employees, and agents from and against any third-party claim, liability, damage, cost, or expense (including reasonable legal fees) arising out of or relating to:

• Your breach of these Terms or of applicable law.
• The Customer Data you upload — including any claim that it infringes third-party rights or violates privacy law.
• Your use of the Platform in combination with any third-party service, tool, or dataset not provided by us.

We agree to indemnify you against a third-party claim that the Platform, when used in accordance with these Terms, infringes an Indian patent, copyright, or trademark, subject to your prompt notice and cooperation.

16. Suspension & termination

We may suspend or terminate your access to the Platform, in whole or in part, immediately upon written notice, if:

• You breach these Terms and (where the breach is curable) fail to cure it within seven (7) days of notice.
• You fail to pay any fee within seven (7) days of the due date.
• Your use of the Platform poses a security or legal risk to us or to other customers.
• We are required to do so by law or by a court or regulator.

Either party may terminate the Agreement for convenience at the end of the current billing cycle by written notice. On termination, (i) your access ends, (ii) we will make Customer Data available for export for thirty (30) days, and (iii) after ninety (90) days we will permanently delete Customer Data, subject to any legal retention requirement.

17. Force majeure

Neither party is liable for any failure or delay in performance caused by circumstances beyond its reasonable control, including acts of God, natural disasters, pandemics, war, civil unrest, governmental action, labour disputes, internet or telecommunication failures, third-party service outages, or cyber-attacks. The affected party will notify the other promptly and use commercially reasonable efforts to resume performance.

18. Dispute resolution

The parties will attempt to resolve any dispute arising out of or in connection with these Terms through good-faith negotiation for a period of thirty (30) days. If unresolved, the dispute will be referred to arbitration in accordance with the Arbitration and Conciliation Act, 1996, before a sole arbitrator appointed by mutual agreement (or, failing agreement, by the [[APPOINTING_AUTHORITY]]). The seat and venue of arbitration will be [[SEAT_OF_ARBITRATION]]. The language of the arbitration will be English. The arbitral award will be final and binding.

19. Governing law & jurisdiction

These Terms are governed by and construed in accordance with the laws of the Republic of India. Subject to § 18, the courts at [[JURISDICTION_CITY]], India, have exclusive jurisdiction over any matter arising from these Terms.

20. Updates to the Terms

We may update these Terms from time to time. Material changes will be notified in-app or by email at least fifteen (15) days before they take effect. Continued use of the Platform after the change takes effect constitutes acceptance of the updated Terms. If you do not agree, you must stop using the Platform before the change takes effect.

21. General provisions

• Assignment. You may not assign these Terms without our prior written consent. We may assign to an affiliate or successor in interest without your consent.
• Notices. Legal notices to us must be sent to info@serahr.in. Notices to you will be sent to the email address associated with your account.
• Severability. If any provision is held unenforceable, the remaining provisions remain in full force and effect.
• No waiver. A failure to enforce any right is not a waiver of that right.
• Independent contractors. Nothing in these Terms creates an agency, partnership, or joint venture between the parties.
• English language. The English version of these Terms controls in the event of any conflict with a translation.

22. Contact