Open Payroll - T&C

These terms of use are an electronic record in terms of the Information Technology Act, 2000 and rules thereunder as applicable and as amended from time to time. This electronic record is generated by a computer system and does not require any physical or digital signatures. These Terms are published in accordance with the provisions of Rule 3(1)(a) of the Information Technology (Intermediary Guidelines and Digital Media Ethics Code) Rules, 2021 framed under the Information Technology Act, 2000 (as amended from time to time), that require publishing the terms of services and practices for access or usage of Open Payroll.

Open Financial Technologies Pvt. Ltd. (“Open”, “We” or “Us”) offers its Users an online software-as-a-service model to provide payroll solutions through the weblink: https://app.open.money/apps/open-payroll(“Open Payroll”). We provide non-exclusive, non-transferable, revocable license to use the payroll processing services thorough our platform. By proceeding to access/use Open Payroll or any of the services provided through Open Payroll, the User signifies its consent to be bound by the terms set out below.

You must read, understand, and agree with the terms hosted at https://open.money/tnc and https://open.money/privacy (collectively, the “Policies”) before using Open Payroll. This includes all features and functionalities, user interfaces such as Our website, all content and associate software (in whole or in part, the “Products and Services”).

These Terms of Service are a resource for you to have a deeper understanding of how the Products and Services work, including the kinds of data we collect, the way we bill, how we interact with you and other useful details. We encourage you to revisit these Terms of Service when you have a question about the Products and Services or want to know how something works. We hope you enjoy your Open Payroll experience.

Acceptance of Terms of Service

By using, visiting, or browsing the Products and Services as a paid or unpaid user, you accept and agree to be bound by these Terms of Service, available at https://open.money/tnc-openpayroll If you do not agree to these Terms of Service, you should not use the Products and Services, including our website and software. Violation of any terms will result in termination of your account. Any questions or concerns regarding the Terms of Service may be sent to [email protected].

These Terms of Service, together with the Policies, constitute the entire agreement between you and Open and supersede any and all previous agreements, written or oral, between you and Open, including previous versions of the Terms of Service. Any failure of Open to enforce or exercise a right provided in these terms is not a waiver of that right.

Changes to Terms of Service

Open reserves the right, from time to time, with or without notice to you, to change these Terms of Service, including the Policies, in our sole and absolute discretion. Open may also freely assign or transfer its rights and obligations under these Terms of Service. The most current version of these Terms of Service can be reviewed by visiting Open Payroll.

If any provision of these Terms of Service is declared void or unenforceable by any judicial authority, this shall not nullify the remaining provisions of the Terms of Service, which shall remain in full force and effect.

Registration

Upon registration with us, you agree to

provide accurate, current and complete information and maintain it updated at any point of time.
provide correct and complete credit information.
maintain the security of your password and domain names.
accept all risks of unauthorized access to your registration data, password and domain names.
accept responsibility for all activity on your Open Payroll account, and for all charges incurred thereon.
pay for the usage of the service as per the agreed rates including the applicable taxes.

Payment, renewal and other terms

Goods and services tax and other applicable taxes in India shall be exclusive to the subscription fees and will be payable by the User.

Support

Your Open Payroll license entitles you to Support on all matters of usage. The Open Payroll shall be updated with Help documentation/slide shows/short videos detailing various Support and Help files. Open Payroll shall offer only remote support and not onsite support.

If you need assistance with your account, you may find answers and support on our community forums and using clicking the chat icon from the Open dashboard and initiating a chat thread or you may write to [email protected]

Warranties

UNLESS EXPRESSLY SET FORTH IN THIS AGREEMENT, OPEN MAKES NO WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT TO ANY MATTER, INCLUDING WITHOUT LIMITATION ADVERTISING AND OTHER SERVICES, AND EXPRESSLY DISCLAIMS THE IMPLIED WARRANTIES OR CONDITIONS OF NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR ANY PARTICULAR PURPOSE. OPEN DOES NOT WARRANT THE RESULTS OF USE OF ANY OF THE PRODUCTS AND SERVICES, AND THE ACCOUNT HOLDER ASSUMES ALL RISK AND RESPONSIBILITY WITH RESPECT THERETO.

Limitation of Liability and Damages

IN NO EVENT SHALL OPEN, OR ITS SUBSIDIARIES OR ANY OF THEIR SHAREHOLDERS, DIRECTORS, OFFICERS, EMPLOYEES, AFFILATIES, AGENTS OR LICENSORS BE LIABLE (JOINTLY OR SEVERALLY) TO YOU FOR ANY SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL, PUNITIVE OR EXEMPLARLY DAMAGES OF ANY KIND, OR ANY DAMAGES WHATSOEVER RESULTING FROM LOSS OF USE, DATA OR PROFITS, GOODWILL, BUSINESS INTERRUPTION OR ANY OTHER COMMERCIAL OR INTANGIBLE DAMAGES OR LOSS, WHETHER OR NOT ADVISED OF THE POSSIBILITY OF DAMAGE, AND ON ANY THEORY OF LIABILITY, ARISING OUT OF OR IN CONNECTION WITH THE USE OR PERFORMANCE OF THE PRODUCTS AND SERVICES, THE OPEN PAYROLL, AND ALL CONTENTS AND SOFTWARE ASSOCIATED THEREWITH, OR OTHERWISE RELATED TO THE PRODUCTS AND SERVICES, INCLUDING ANY FEATURES OR FUNCTIONALITIES ASSOCIATED THEREWITH. IN NO EVENT SHALL OUR TOTAL LIABILITY TO YOU FOR ALL DAMAGES FOR LOSSES ARISING FROM THE USE OR INABILITY TO USE THE PRODUCTS AND SERVICES, INCLUDING THE OPEN PAYROLL AND USER INTERFACES, AND ALL CONTENT AND SOFTWARE ASSOCIATED THERETO (OTHER THAN AS MAY BE REQUIRED BY APPLICABLE LAW) EXCEED THE AMOUNT OF YOUR PREVIOUS THREE (3) MONTHS OF FEES PAID TO OPEN ON YOUR MEMBERSHIP PLAN. THE FOREGOING LIMITATIONS WILL APPLY EVEN IF THE ABOVE-STATED REMEDY FAILS OF ITS ESSENTIAL PURPOSE. IF ANY APPLICABLE AUTHORITY HOLDS ANY PORTION OF THIS SECTION OR OTHER SECTIONS OF THESE TERMS OF SERVICE, INCLUDING ANY PORTION OF ANY POLICY, TO BE UNENFORCEABLE, THEN THOSE PORTIONS DEEMED UNENFORCEABLE SHALL BE SEVERED AND THE TERMS OF SERVICE SHALL BE ENFORCED ABSENT THOSE PROVISIONS AND ANY LIABILITY WILL BE LIMITED TO THE FULLEST POSSIBLE EXTENT PERMITTED BY APPLICABLE LAW.

Termination and effects of termination

Without limiting any other remedies available to it, Open may immediately suspend access to the Services and/or terminate this Agreement if: (a) you breach any material provision of this Agreement that, (if it is capable of being cured) is not cured within thirty (30) days from written notice to you (and sixty (60) days in the case of non-payment); or (b) Open determines that your actions are likely to cause legal liability for Open or its suppliers and other customers.

Upon any expiration or termination of this Agreement, the rights and licenses granted hereunder will automatically terminate, and you may not continue to use the Service. Open will have no liability for any costs, losses, damages, or liabilities arising out of or related to Open termination of this Agreement.

Intellectual Property

Copyright. The Products and Services, including all content included on our user interfaces, or delivered to members as part of the Products and Services, including, but not limited to, source code, data compilations, and software, are the property of Open or its licensors or business partners and are protected by copyright. While the Products and Services include open-source software that are available for free, the compilation of all content and any software or other materials provided by Open, or in connection with the Products and Services are the exclusive property of Open and its licensors and are protected by the copyright and trade secret laws in the territories in which the Products and Service operate and by international treaty provisions. The Content shall not be reproduced or used without express written permission from Open or its licensors. You agree to adhere to the restrictions set forth in these Terms of Service. You agree not to decompile, reverse engineer or disassemble any software or other products or processes made accessible to you by Open, not to insert any code or product into or manipulate the content of the Products and Services in any way, and not to use any data mining, data gathering or extraction method. Open reserves the right to terminate your membership hereunder if Open, in its sole and absolute discretion, believes that you are in violation of Open Payroll software restrictions, restrictions against copying the Products and Services provided to you by us, or other unauthorized copying or use of our proprietary content in violation of the copyrights of Open and its licensors. Open does not promote, foster or condone the copying of third party products or categories or any other infringing activity. While the use of the Products and Services, including demos of online Payrolls, Payroll products and services, are for your commercial use, such items proprietary to third parties are not.

Trademarks. Open Payroll logo is a trademark belonging to Open. The Products and Services, including but not limited to their graphics, logos, page headers, button icons, scripts and service names constitute trademarks and service marks of Open. The trademarks and service marks of Open may not be used or reproduced without prior written approval from Open and may not be used in connection with any product or service that is not affiliated with Open, in any manner that is likely to cause confusion among customers, in any manner that dilutes the rights of Open, or in any manner that disparages or discredits Open. Other trademarks that appear on Open Payroll and user interfaces are the property of their respective owners, who may or may not be affiliated with, connected to, or sponsored by Open. Any images of persons or personalities contained on the Open Payroll and user interfaces are not an indication or endorsement of Open or any particular product or our service unless otherwise indicated.

Other Terms and Conditions

Our sites may contain links to other web sites and we assume no responsibility whatsoever for the content, accuracy or opinions expressed therein.

The Site may include hyperlinks and access to content, products and services from third parties to web sites not controlled by us. We are not responsible for the availability of, and any content on those web sites. We provide these links merely as a convenience and the inclusion of such links does not imply any endorsement as to the accuracy or merchantability of the same.

You agree to indemnify, defend, and hold harmless Open, its officers, directors, partners, employees, consultants, and agents, from and against any third party claims, liabilities, damages, losses, costs, expenses, fees (including reasonable attorneys’ fees and court costs) that such parties may incur as a result of or arising from (a) violation of these Terms of Use; or (b) any viruses, trojan horses, worms, spyware, or other similar harmful programming routines input by you into the Site

You shall not subject our website or software or service or networks to reverse engineering, modification, recompilation, decompilation, disassembly or surreptitiously intercept or tamper with by whatever means and tools.

You shall not use the Services either directly or indirectly to support any activity that is illegal.

You shall not access our website or Services for purposes of monitoring its availability, performance or functionality, or for any other benchmarking or competitive purposes; or authorize any third parties to do any of the above.

You shall not indulge in any form of harassment on the Site, including via e-mail or by obscene or abusive language. Impersonation of others, including an Open Client, employee, host, or representative or other members or visitors on the Site is prohibited. You may not upload to, distribute, or otherwise publish through the Site any content which is libelous, defamatory, obscene, threatening, invasive of privacy or publicity rights, abusive, illegal, or otherwise objectionable, or which may constitute or encourage a criminal offense, violate the rights of any party or otherwise give rise to liability or violate any law. You may not upload commercial content on the Site or use the Site to solicit others to join or become members of any other commercial online service or other organization.

Open may, at any time, monitor communications and network traffic on our websites. This is to ensure that all users using our website is abiding the legal terms of use. Open will not abuse this right by using illegal means to get information from our users. Open will only need to get the necessary information to ensure security.

We reserve the right to investigate complaints or reported violations of this Agreement and to take any action we deem appropriate, including but not limited to reporting any suspected unlawful activity to law enforcement officials, regulators, or other third parties and disclosing any information necessary or appropriate to such persons or entities relating to your profile, email addresses, usage history, posted materials, IP addresses and traffic information.

If you are using the Co-Sourcing or Out-Sourcing Model, in addition to the terms and conditions mentioned in this document, the terms as agreed upon sign up shall also apply. The terms mentioned in such agreements, if in conflict with the terms mentioned herein, shall be construed as over-riding the terms mentioned in this agreement.

User participation

Open does not and cannot review all communications and materials posted to or created by users accessing the Site and are not in any manner responsible for the content of these communications and materials. You acknowledge that by providing you with the ability to view and distribute user generated content on the Site, Open is merely acting as a passive conduit for such distribution and is not undertaking any obligation or liability relating to any contents or activities on the Site. However, Open reserves the right to block or remove communications or materials that it determines to be (a) abusive, defamatory, or obscene, (b) fraudulent, deceptive, or misleading, (c) in violation of a copyright, trademark or; other intellectual property right of another or (d) violates any law or regulation or (e) offensive or otherwise unacceptable to Open at its sole discretion. Note that any personally identifiable information you may post or transmit will be treated by Open in accordance with Open’s Privacy Statement.

Governing Law

These Terms of Service shall be governed by and construed in accordance with the laws of India. without regard to conflict of laws provisions. If any provision or provisions of these terms shall be held to be invalid, illegal, unenforceable or in conflict with the law of any jurisdiction, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby and shall remain in full force and effect.

Arbitration Agreement

You and Open agree that any dispute, claim or controversy arising out of or relating in any way to the Products and Services, including our website, user interfaces and these Terms of Service, shall be subject to the exclusive jurisdiction of the courts at Bangalore, India. Without prejudice to the foregoing, it is further clarified that any such dispute, claim or controversy will be adjudicated by a mutually appointed arbitrator in accordance with the Arbitration and Conciliation Act, 1996, as amended from time to time. This arbitration provision shall survive termination of this Agreement and the termination of your membership with Open.