Terms of Service

These Terms of Service ("Terms") constitute a legally binding agreement between Verdeshell Technologies Pvt. Ltd. ("Verdeshell", "we", "our", or "us") and the organisation ("Customer") subscribing to the Verdeshell HRMS platform, as well as the employees and users ("End Users") who access the Service on the Customer's behalf.

By accessing or using the Service, the Customer and its End Users agree to be bound by these Terms. If you do not agree, do not use the Service.

1. Definitions

• "Service" means the Verdeshell HRMS web application at hrms.verdeshell.com, the Verdeshell HRMS mobile applications (Android and iOS), and any associated APIs or integrations.
• "Customer" means the organisation that has entered into a subscription agreement with Verdeshell.
• "End User" means any individual (employee, manager, HR administrator, or contractor) granted access to the Service by the Customer.
• "Content" means all data, text, files, and other materials uploaded to or generated by the Service.

2. Access and Accounts

• Access to the Service is granted by the Customer to its End Users. End Users do not have an independent contract with Verdeshell.
• Customers are responsible for maintaining the confidentiality of administrator credentials and for all activities that occur under their account.
• End Users must not share login credentials. Each account is personal and non-transferable.
• Customers must promptly notify Verdeshell of any unauthorised use of their account at support@verdeshell.com.

3. Acceptable Use

Customers and End Users agree not to:

• Use the Service for any unlawful purpose or in violation of applicable laws
• Attempt to gain unauthorised access to other tenants' data or circumvent tenant isolation controls
• Reverse-engineer, decompile, disassemble, or derive the source code of any part of the Service
• Introduce malware, viruses, or any code designed to harm the Service or its users
• Use automated bots or scrapers to extract data from the Service without written permission
• Misrepresent attendance, location, or timesheet data in a manner that constitutes fraud
• Use the Service to engage in, conceal, or facilitate any unlawful employment practice, or to process any individual's personal data without a lawful basis or any consent required by law
• Upload or submit data relating to any individual that the Customer or End User is not authorised to provide

4. Subscription and Payment

• Subscription fees are governed by the plan selected by the Customer. Pricing is available at verdeshell.com/pricing.
• Fees are billed in the currency of the Customer's selected plan and billing region (for example, Indian Rupees for Customers billed in India, or US Dollars for Customers billed outside India), on a monthly or annual basis as selected. Applicable taxes (such as GST, where it applies) are added at the rate required for the Customer's jurisdiction. Payments are processed via Razorpay.
• Manual renewal. Subscriptions do not renew automatically and Verdeshell does not store payment instructions or auto-charge the Customer. Each billing cycle (monthly or annual) must be renewed by the Customer before the period end date. Verdeshell will send a renewal reminder by email ahead of each renewal; if payment is not made by the period end date, access to the service is suspended until renewal.
• All fees are non-refundable except as required by applicable law or as expressly stated in a separate order form.
• If a subscription is not renewed by its period end date, the subscription expires and access to the Service is suspended until the Customer renews. Verdeshell does not operate a dunning or grace-period collection process; access is restored upon successful renewal payment.
• Per-user fees are calculated based on active employees in the system at the start of each billing cycle.

5. Intellectual Property

• The Service, including all software, design, trademarks, and documentation, is owned by Verdeshell and protected by applicable intellectual property laws.
• We grant Customers a limited, non-exclusive, non-transferable licence to use the Service during the subscription term solely for their internal business operations.
• Customers retain ownership of their Content. By uploading Content to the Service, Customers grant Verdeshell a limited licence to process that Content solely for the purpose of delivering the Service.

6. Data and Privacy

The collection and use of personal data is governed by our Privacy Policy and, for Customers processing EU/UK personal data, our Data Processing Agreement. Customers acknowledge that Verdeshell acts as a Data Processor and the Customer is the Data Controller for employee data.

Customers are responsible for obtaining all necessary consents from End Users for data collection (including location and photo data) as required by applicable employment and privacy law.

7. Service Availability and Support

• Verdeshell targets 99.5% monthly uptime for the Service, excluding: (a) scheduled maintenance windows communicated at least 24 hours in advance; (b) emergency maintenance required for security or stability; (c) events beyond Verdeshell's reasonable control, including third-party infrastructure outages (AWS, Razorpay, Firebase, Microsoft), internet service disruptions, or force majeure events described in Section 10; and (d) Customer-caused unavailability resulting from misuse or invalid configuration.
• Support is provided via email at support@verdeshell.com during business hours (Mon–Fri, 9 AM – 6 PM IST).
• Verdeshell may perform scheduled maintenance with at least 24 hours' advance notice and emergency maintenance without notice when required for security or stability.

8. Software Accuracy, Calculations, and Limitations

8.1 No Guarantee of Calculation Accuracy

The Service automates complex HR workflows including payroll computation, statutory deduction calculations (PF, ESI, Professional Tax, TDS), leave balances, attendance regularisation, and performance scoring. While Verdeshell endeavours to maintain accuracy, no software system is free of defects. Edge cases, unusual payroll structures, jurisdiction-specific rules, or configuration errors by the Customer may result in incorrect outputs.

The Customer remains solely responsible for verifying all payroll calculations, statutory filings, and financial outputs before acting on them or submitting them to any authority. Verdeshell shall not be liable for any penalties, interest, taxes, legal consequences, or losses arising from errors in computed values — whether caused by software bugs, incorrect input data, misconfiguration, or unsupported edge cases.

8.2 Payroll Finality

The Customer's HR administrators and designated approvers are responsible for reviewing and approving payroll runs before disbursement. By confirming a payroll run, the Customer accepts responsibility for the accuracy of the output. Verdeshell is not responsible for payments made to employees based on unchecked or incorrectly configured payroll data.

8.3 Attendance and Location Accuracy

GPS coordinates are sourced from the device's location services and may be subject to inaccuracies due to signal quality, indoor environments, or device limitations. Reverse-geocoded addresses are provided by OpenStreetMap's Nominatim service, which is community-maintained and may not accurately reflect the actual address in all locations. Location data should be treated as indicative, not definitive.

8.4 Biometric Recognition Accuracy

The face recognition system uses mathematical facial geometry embeddings and operates at a configured similarity threshold. It may produce false positives (incorrectly recognising a different person) or false negatives (failing to recognise an enrolled person) in certain conditions, including changes in appearance, lighting conditions, or hardware quality. Verdeshell is not liable for attendance records generated by incorrect biometric matches. Customers should implement secondary verification mechanisms for high-stakes attendance scenarios.

8.5 Beta and Preview Features

Features marked as "Beta", "Preview", or "Experimental" within the Service are provided on a best-effort basis without any uptime, accuracy, or stability guarantees. Verdeshell may modify, discontinue, or change the behaviour of beta features at any time without notice. Customers should not rely on beta features for mission-critical workflows.

9. Organisational Fit and Jurisdictional Applicability

The Service is a general-purpose HRMS platform designed to support a wide range of organisations and employment structures. However, not all features of the Service may be applicable to, or compliant with, the specific requirements of every organisation, industry, or jurisdiction.

• Configure before use.Customers are responsible for configuring the Service to match their organisation's policies, employment contracts, salary structures, leave rules, and applicable local laws before relying on it for operations.
• Inapplicable features.Features that do not apply to a Customer's organisation (e.g., statutory modules for a jurisdiction the Customer does not operate in, contractor billing for organisations without contractors) should not be used. Using such features without proper configuration may produce incorrect outputs for which Verdeshell accepts no liability.
• Jurisdictional compliance. The Service is primarily designed for compliance with Indian employment law (PF, ESI, Professional Tax, Gratuity, Shops & Establishments Act). Customers operating in other jurisdictions must independently verify that the Service meets their local statutory requirements before relying on it for compliance workflows.
• No professional advice. Nothing in the Service or its documentation constitutes legal, accounting, tax, or HR compliance advice. Customers should seek qualified professional advice for their specific legal and statutory obligations.

10. Force Majeure

Neither party shall be liable for any delay or failure to perform its obligations under these Terms to the extent caused by circumstances beyond its reasonable control, including but not limited to: acts of God, natural disasters, pandemic, war, terrorism, civil unrest, government action or regulation, power failures, internet backbone failures, failure of third-party infrastructure providers (including AWS, Firebase, Microsoft, or Razorpay), or cyberattacks that could not reasonably have been prevented by industry-standard security measures.

The affected party shall notify the other party promptly and use reasonable efforts to resume performance. If a force majeure event continues for more than 60 days, either party may terminate the affected portion of the service upon written notice without liability.

11. Nature of the Service; Our Role and Responsibilities

11.1 We Provide Software Only

Verdeshell provides the Service solely as a self-service software platform (Software-as-a-Service) that the Customer configures and operates for its own purposes. Verdeshell is not the employer or co-employer of any End User, is not a party to the employment, engagement, or any other relationship between the Customer and its personnel, and does notact as the Customer's payroll agent, accountant, lawyer, tax adviser, HR adviser, fiduciary, or representative before any authority. The Service executes the Customer's instructions and configuration; it does not exercise independent judgement on the Customer's behalf.

11.2 No Professional Advice

Nothing made available through the Service or its documentation — including templates, default settings, statutory rate tables, calculations, reports, or guidance text — constitutes legal, tax, accounting, actuarial, or HR-compliance advice, or any representation that an output satisfies the Customer's legal obligations. Use of the Service creates no advisory or professional relationship. The Customer is responsible for obtaining qualified professional advice for its own circumstances (see also Sections 8 and 9).

11.3 The Customer Is Responsible for Lawful Use and Compliance

The Customer alone is responsible for ensuring that its use of the Service, and every decision and action it takes using the Service, complies with all laws applicable to it — including, without limitation, labour and employment law, wage-and-hour and working-time law, anti-discrimination and equal-opportunity law, workplace-monitoring and biometric-data law, tax and social-security law, and data-protection law. The Customer is responsible for providing all employee notices and obtaining all consents required for the data it collects through the Service (including location, photograph, and biometric data), and for configuring the Service to match its own policies, contracts, and applicable local law before relying on it.

11.4 We Do Not Make Employment Decisions

All decisions regarding recruitment, hiring, classification, compensation, promotion, performance evaluation, discipline, leave, termination, final settlement, and every other employment matter are made by the Customer in its sole discretion. The Service merely records, routes, and computes information as configured by the Customer. Verdeshell has no involvement in, and accepts no responsibility or liability for, any such decision, or for any consequence of a decision the Customer or its End Users make on the basis of information in, or produced by, the Service — regardless of any data, report, or recommendation generated by the Service.

11.5 User Content and Conduct — No Monitoring; No Liability for Unlawful Acts

The Customer and its End Users are solely responsible for all Content they submit and all activity they conduct through the Service. Verdeshell does not pre-screen, monitor, verify, or control Customer Content or the manner in which the Customer or its End Users use the Service, and assumes no obligation to do so. Verdeshell is not responsible or liable for any unlawful, fraudulent, infringing, or otherwise improper act or omission of any Customer or End User — including, without limitation, falsified attendance, location, or timesheet records; unlawful or unfair employment practices; wrongful or unlawful termination; wage, overtime, or benefits violations; discrimination or harassment; misuse of another person's data; or processing of personal data without a lawful basis. Responsibility for such acts rests entirely with the Customer and the End User concerned. Verdeshell may, but is not obliged to, remove Content or suspend access that it reasonably believes violates these Terms or applicable law.

12. Confidentiality

Each party agrees to keep the other party's confidential information (including pricing, technical architecture, and business data) strictly confidential and not to disclose it to third parties without prior written consent, except as required by law.

13. Disclaimer of Warranties

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE". TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, VERDESHELL DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. VERDESHELL DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE OF HARMFUL COMPONENTS.

VERDESHELL DOES NOT WARRANT THE ACCURACY, COMPLETENESS, OR SUITABILITY OF ANY PAYROLL CALCULATION, STATUTORY DEDUCTION, ATTENDANCE RECORD, BIOMETRIC IDENTIFICATION, OR OTHER OUTPUT GENERATED BY THE SERVICE. THE SERVICE IS A TOOL TO ASSIST THE CUSTOMER'S HR PROCESSES — IT IS NOT A SUBSTITUTE FOR PROFESSIONAL ACCOUNTING, LEGAL, OR HR COMPLIANCE ADVICE.

14. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, VERDESHELL'S TOTAL CUMULATIVE LIABILITY TO THE CUSTOMER FOR ANY CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE SHALL NOT EXCEED THE FEES PAID BY THE CUSTOMER IN THE THREE (3) MONTHS PRECEDING THE CLAIM.

IN NO EVENT SHALL VERDESHELL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, DATA, BUSINESS, OR GOODWILL, EVEN IF VERDESHELL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

WITHOUT LIMITING THE FOREGOING, VERDESHELL SHALL NOT BE LIABLE FOR:

• Data loss.Any loss of Customer data or Content arising from accidental deletion, hardware failure, database corruption, or any other cause. Customers are encouraged to use the Service's data export functionality to maintain independent backups of critical records.
• Calculation errors. Any financial loss, penalty, interest, or regulatory consequence arising from incorrect payroll calculations, statutory deductions, or other computed outputs, as further described in Section 8.
• Third-party service failures. Any unavailability or degradation of the Service caused by failures of third-party providers, including AWS (hosting), Firebase (push notifications), Microsoft (email delivery), Razorpay (payments), or OpenStreetMap (geocoding).
• Biometric errors. Any loss, harm, or liability arising from incorrect face recognition results, including false positives or false negatives.
• Inapplicable feature use. Any loss or consequence arising from a Customer using features that are not applicable to their jurisdiction or organisational structure, as described in Section 9.

Exceptions. Nothing in these Terms excludes or limits any liability that cannot be excluded or limited under applicable law, including liability for fraud, gross negligence, or wilful misconduct.

Basis of the bargain. The disclaimers, exclusions, and limitations of liability in these Terms reflect a deliberate and reasonable allocation of risk between the parties, form an essential basis of the bargain between Verdeshell and the Customer, and are reflected in the fees charged for the Service. They apply even if any limited remedy is found to have failed of its essential purpose, and survive termination of these Terms.

Time limit for claims. To the maximum extent permitted by applicable law, any claim arising out of or relating to these Terms or the Service must be brought within twelve (12) months after the event giving rise to the claim; any claim not brought within that period is permanently barred.

15. Indemnification

The Customer agrees to indemnify, defend, and hold harmless Verdeshell, its directors, officers, employees, and agents from and against any and all claims, liabilities, damages, losses, and expenses (including reasonable legal fees) arising out of or relating to: (a) the Customer's or its End Users' use of the Service; (b) Content uploaded or submitted by the Customer or its End Users; (c) the Customer's violation of these Terms or of any applicable law (including labour, employment, tax, and data-protection law); (d) any claim brought by an End User, employee, contractor, or other personnel of the Customer — or by any authority acting on their behalf — relating to the employment relationship, an employment decision, or the collection or processing of their personal data through the Service; and (e) the Customer's failure to provide any notice or to obtain any authorisation or consent required for the data it collects or processes through the Service (including location, photograph, and biometric data).

16. Termination

• Either party may terminate the subscription at the end of the current billing cycle by providing 30 days' written notice.
• Verdeshell may terminate or suspend access immediately for material breach of these Terms, including non-payment, misuse, or activities that pose a security risk.
• Upon termination, the Customer's data will be available for export for 90 days, after which it will be permanently deleted in accordance with our Privacy Policy.

17. Governing Law and Dispute Resolution

These Terms shall be governed by and construed in accordance with the laws of India. Any disputes arising under these Terms shall first be subject to good-faith negotiation for 30 days. If unresolved, disputes shall be subject to the exclusive jurisdiction of the courts of Gurgaon, Haryana, India.

For Customers subject to GDPR, nothing in these Terms limits data subjects' rights to lodge complaints with their national supervisory authority.

18. Changes to These Terms

We may update these Terms from time to time. We will notify Customers by email or in-app notice at least 30 days before material changes take effect. Continued use of the Service after the effective date constitutes acceptance. If you do not agree to the updated Terms, you must discontinue use and notify us to terminate your subscription.

19. General

• Entire agreement. These Terms, together with the Privacy Policy and any order form, constitute the entire agreement between the parties.
• Survival. Provisions that by their nature should survive termination — including Sections 5 (Intellectual Property), 8 and 9 (accuracy, organisational fit, and allocation of responsibility), 11 (Nature of the Service; Our Role and Responsibilities), 12 (Confidentiality), 13 (Disclaimer of Warranties), 14 (Limitation of Liability), 15 (Indemnification), and 17 (Governing Law) — survive any termination or expiry of these Terms.
• Severability. If any provision is found unenforceable, the remaining provisions shall remain in full force.
• Waiver. Failure to enforce any provision shall not constitute a waiver of that provision.
• Assignment.The Customer may not assign these Terms without Verdeshell's prior written consent. Verdeshell may assign these Terms in connection with a merger or acquisition.

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