Term & Conditions

Welcome to the HR management service offered by CloudHRM, a Delaware corporation and will include its subsidiary companies (“CloudHRM”, “we,” “our” or “us”). For the purpose of these Terms of Services (“Terms”), wherever the context so requires, “Customer”, “you” or “User” shall mean any natural or legal person using the Services through any computer systems or mobile based applications. “CloudHRM” and “Customer” shall individually be referred to as a “Party” and together as “Parties”.

In consideration of the mutual covenants and promises contained herein and for other good and valuable consideration, and intending to be legally bound, the Parties agree as follows:

1. Acceptance of terms

1.1. These Terms govern all access and use of CloudHRM’s application and all content, services and products available at or through the application, including, but not limited to, electronic signature services, chatbot, online uploads, display, delivery, collaboration, acknowledgment, and storage services for documents and electronic contracts (collectively, the “Website Services”). CloudHRM shall perform the professional services set forth in any duly executed Proposal (“Professional Services”) as applicable. For the purposes hereof, the Website Services and Professional Services shall collectively be referred to herein as the “Services”.
1.2. Customer is engaging CloudHRM to provide the Services as described in the relevant proposal(s) under these Terms (each, a “Proposal”). Neither Party will have any obligation with respect to any draft Proposal unless and until it is fully executed (signed by the Parties). Except as otherwise provided herein, if any of the terms and/or conditions of these Terms conflict with any of the terms and/or conditions of any Proposal, the terms and/or conditions of such Proposal will control solely with respect to the Services covered under such Proposal, unless the Proposal explicitly states that it is intended to modify the conflicting terms of these Terms. By accessing, registering for and/or using the Services in any manner, the Customer agrees to the Terms herein.

2. Free Trial, Subscription and Onboarding

2.1. CloudHRM provides a free trial of the Services in the form of a free account “Free Trial”. The Free Trial will give the Customer access to the Website Services. CloudHRM reserves the right to decide on the Customer’s eligibility for a Free Trial at its sole discretion. CloudHRM may decide to withdraw or modify the trial offering at any point in time without prior notice.
2.2. Subject to Customer purchasing the right to access and/or use the Services and using such Services in accordance with the terms and conditions set forth herein and in the applicable Proposal, CloudHRM grants to the Customer a limited, non-sublicensable, non-exclusive, non-transferable license to access and/or use the Services by the quantity of Users (as defined hereinafter) (and/or up to the number of Users) during the term set forth in the applicable Proposal for internal use in accordance with the said Proposal(s), the terms and conditions set forth herein, and any documentation provided by CloudHRM (the “Documentation”) as it relates to the Services (“Subscription”).
2.3. The Customer will be provided materials, implementation and other services at a fee as may be agreed in the applicable Proposal (“Onboarding”). The Onboarding will commence on the date of receipt of the initial payment from the Customer. Any offline material such as extensive user guides (videos & written documents) provided to the Customer shall be treated as confidential and proprietary information owned by CloudHRM. For the avoidance of doubt, the Onboarding does not include uploading any data such as files or photos, manual data entry, setting up any modules/workflows in the system, creating job posts, uploading resumes, defining types of leaves in the CloudHRM platform. Customer agree to receive marketing materials or other Documentation from CloudHRM.
2.4. The Subscription for the Services will commence on the 31st day of signing of the Proposal or on the day of completion of Onboarding, whichever is earlier (“Subscription Date”). The said Subscription is not for resale or further distribution, unless otherwise agreed to by the Parties in writing. Any customization will be chargeable separate and is not included in the Subscription.

3. Users

3.1. For the purposes hereof,
(i) “Users” shall mean Customer’s employees, representatives, consultants, contractors, partners, or agents who are authorized by the Customer to access and use the Services and
(ii) “User Account” shall mean an account created for each User of the Customer (whether active or invited) to access and use the Services.
3.2. Customer and its Users are responsible for maintaining the security of their accounts, and Customer is fully responsible for all activities, damage and/or misconduct that occur under their account and by their Users.
3.3. Customer represents and warrants that its Users of the Services will abide by the terms and conditions of these Terms and Customer acknowledges and agrees that it shall be fully responsible for any User’s breach of these Terms. To obtain access to the Services, Customer shall provide each User of the Services a unique user ID. When registering a User, each User must provide accurate information, and must promptly update all registration information to keep it accurate, current and complete. Only the User associated with a particular user ID may use that user ID to access or use the Services. Customer is responsible for the management and administration of user IDs (and any associated passwords and access privileges) to or for the use of the Services, in accordance with these Terms and subject to the approval of CloudHRM. Customer shall strictly maintain the confidentiality of all such user IDs and passwords, and Customer is solely responsible and liable for all transactions, activities, and other consequences resulting from the use or disclosure of the user IDs and passwords. Customer shall promptly report to CloudHRM any breach of confidentiality with respect to such user IDs, passwords, or the Services, or any other problem with the Service, of which Customer becomes aware. In no event shall Customer allow the Services to be accessed or used by a third-party other than Customer and its authorized Users. CloudHRM reserves the right to refuse use and/or access of such Services by any individual Party other than Customer and its authorized Users.

4. User Content

4.1. The content that Customer and/or its Users upload to the Website Services, including without limitation documents, layouts, pictures, video and other images, audio materials, graphics, document or data files, information relating to natural and other persons, personal data or other similar term, messages, e-mail and other communications, files, texts, fonts, opinions, ideas, personalization settings and other information and/or content, is defined collectively as "User Content" and Customer shall be liable for the accuracy, quality, integrity and legality of such User Content and of the means by which its Users access and use the User Content.
4.1.1 Customer grants CloudHRM a worldwide, irrevocable, fully paid, non-exclusive right and license to access, utilise, duplicate and disseminate (to Linked Sites), the User Content, solely for the purpose of providing the Customer its Services.
4.1.2 Customer allows CloudHRM to use the Customer's name, registered logo or trademarks for CloudHRM's marketing purposes and on CloudHRM's public website including for job postings on Linked Sites.
4.2. Customer agrees that it will not knowingly upload any User Content that: (i) is unlawful or promotes unlawful activities; (ii) is defamatory, obscene, pornographic, paedophilic, invasive of another‘s privacy, including bodily privacy, insulting or harassing on the basis of gender, libellous, racially or ethnically objectionable, relating or encouraging money laundering or gambling, or otherwise inconsistent with or contrary to the laws in force; (iii) is spam, is machine-generated or randomly-generated, constitutes unauthorized and/or unsolicited advertising, chain letters, any other form of unauthorized solicitation, and/or any form of lottery and/or gambling; (iv) is harmful to child; (v) contains and/or installs any viruses, worms, malware, trojan horses, and/or other content that is designed and/or intended to disrupt, damage and/or limit the functioning of any software, hardware and/or telecommunications equipment and/or to damage or obtain unauthorized access to any data and/or other information of any third party; (vi) infringes on any proprietary right of any Party, including patent, trademark, trade secret, copyright, right of publicity and/or other rights; (vii) impersonates any person and/or entity, including any of CloudHRM’s employees and/or representatives; (viii) contains unauthorised payment card data, including credit or debit card data; and (ix) violates the privacy of any third party or CloudHRM’s employee and/or representative.
4.3. Customer acknowledges and agrees that CloudHRM utilizes third-party service providers to provide the Services including any payroll services, to host and store User Content, for the protection of such User Content and the Customer’s use of the Services will be in accordance with that third-party service provider’s terms of services, safeguards for the protection of the security, confidentiality and integrity of the User’s data.
4.4. The use of the Services may be governed by the laws of different countries or regions, and Customer agree to abide by such applicable laws. Customer agrees that Customer’s use of any electronic signatures will be as valid as any manual signatures, if authorized by local law, and Customer, not CloudHRM, will ensure that Customer’s use of electronic signatures is in conformance with the applicable laws and regulations.

5. User Restrictions

5.1. Customer will not permit or authorize any User or third party to: (i) modify, and/or make derivative works of, disassemble, reverse compile, reverse engineer, decompile, extract, or otherwise derive or attempt to derive the source code of any Services or any other compiled software provided or made available by CloudHRM hereunder; (ii) copy, reproduce, distribute, republish, download, distribute, disclose, encumber, time-share, license, sell, distribute, display, post and/or transmit any part of the Services in any form and/or by any means use or permit the use of, reproduce or otherwise duplicate, disclose, distribute, modify, encumber, time-share, license, sublicense, sell, distribute, assign, rent, lease, or transfer any Services, any portion thereof, or any of Customer’s rights thereto; (iii) frame and/or utilize framing techniques to enclose any trademark, logo, and/or other portion of the Services (including images, text, page layout, and/or form); (iv) use any metatags and/or other “hidden text” using CloudHRM’s name and/or trademarks; (v) use any manual and/or automated software, devices and/or other processes (including but not limited to spiders, robots, scrapers, crawlers, avatars, data mining tools or the like) to “scrape” and/or download data from any pages contained in the Services; (vi) use and/or access the Services in order to build a similar and/or competitive website, product, and/or service; (vii) remove, obliterate, or cancel from view any copyright, trademark, or other proprietary or confidentiality notice or legend appearing on or in the Services or any materials provided or made available by CloudHRM hereunder, or fail to reproduce any such notice or legend on any copy made of any such materials; (viii) intentionally hold CloudHRM and/or their employees and/or directors up to public scorn, ridicule and/or defamation; (ix) promote and/or provide information about illegal activities and/or harm and/or injury to any group, individual, institution and/or property; (x) take any action that materially interrupts or interferes with, or that might reasonably have been expected to materially interrupt or interfere with, the Service, CloudHRM’s business operations or other customer; (xi) run any form of auto-responder and/or “spam” on the Services or use the Services to otherwise send “spam” to any third-party; (xii) use the Services for in any unlawful way or for any unlawful purpose and/or to violate any federal, state, international law, code of conduct and/or other guidelines which may be applicable to the Services provided; (xiii) circumvent or disable any security or technological features or measures of the Services, and/or (xiv) use the Services to conduct or forward illegal contests, pyramid schemes, chain letters, unsolicited or unauthorized advertising, promotional materials, or unsolicited email or multi-level marketing campaigns. Any rights not expressly granted herein are reserved by CloudHRM.
5.2. Customer is responsible for obtaining, maintaining, and supporting all internet access, computer hardware, and other equipment and services needed for it to access and/or use the Services. The Customer will determine the access controls for its authorized Users and will be responsible for activity occurring under the Users accounts, including without limitation compliance with these Terms. Customer will notify CloudHRM in writing promptly, but no later than forty-eight (48) hours, of any unauthorized use of the User accounts and/or any other known breach of security.
5.3. Notwithstanding anything herein to the contrary, CloudHRM reserves the right to disable or suspend the Customer’s access to the Services in the event of: (i) any breach or anticipated breach of these Terms; (ii) Customer or its Users use of the Services disrupts or poses a security risk to the Services or any other customer which may harm the Services or any provider of any third-party services, or may subject CloudHRM or any third-party to liability; (iii) Customer or its authorized Users are using the Services for fraudulent or illegal activities; or (iv) CloudHRM’s continued provision of any of the Services to the Customer is prohibited by applicable law.
5.4. Customer agrees not to access the Services for the purposes of monitoring its availability or any form of security testing including but not limited to vulnerability scans, penetration testing, or any other activities that may compromise the security or stability of the Services or confidentiality/integrity of data, without obtaining prior written permission from CloudHRM, in order to ensure proper authorization, scheduling, and mitigation of potential risks. CloudHRM reserves the right to deny or grant permission for security testing at its sole discretion. CloudHRM shall also be entitled to have access to all the test reports.

6. Ownership

CloudHRM retains rights, title, interest, ownership and all Intellectual Property and proprietary rights with respect to the Services, and any other materials provided or made available to Customer by CloudHRM hereunder. “Intellectual Property” means all intellectual property including without limitation all patents, inventions, trademarks, service marks, service name, trade names and trade dress, copyrights and copyrightable works, trade secrets, source codes, know-how, design rights and database rights, and any other intellectual property or proprietary right in any jurisdiction, including any and all applications, registrations, rights of registration, reissues, divisions, continuations, continuations-in-part, substitutes, renewals, and extensions with respect thereto, any causes of action related to any violation, infringement or misappropriation thereof, and any income, royalties, damages and payments due or payable with respect thereto. Except for the rights expressly granted to Customer in these Terms, all such Services and other materials that are provided or made available, all modifications, compilations, and derivative works thereof, and all Intellectual Property and proprietary rights pertaining thereto, are and shall remain the property of CloudHRM.

7. Disclaimer of Liability

7.1. CloudHRM disclaims all liability relating to any User Content, including any error, virus, defamation, libel, obscenity and/or inaccuracy contained in any User Content, whether or not arising under the laws of copyright, trademark, libel, privacy and/or other intellectual property rights. CloudHRM disclaims all liability for unauthorized use (by other users) of User Content, and disclaims (without limitation) all liability for use of User Content which infringes intellectual property rights of any other user and/or person. Customer is solely responsible for any damage resulting from use of any User Content to the Website Services (including disputes and incidents described in the preceding sections) and related transactions or occurrences.
7.2. The Services may at the discretion of CloudHRM integrate with and/or provide links to various other independent third-party products and/or services (“Linked Sites”) that may be of interest to Customer are for the Customer’s convenience only. CloudHRM does not control and/or endorse such Linked Sites including any data migration services by CloudHRM to third party products and is neither responsible for their content nor is it responsible for the accuracy and/or reliability of any information, data, opinions, advice and/or statements contained within such Linked Sites. CloudHRM disclaims all warranties, express and implied, as to the accuracy, validity and legality and/or otherwise of any materials and/or information contained on such Linked Sites.

8. Fees

8.1. In consideration of the performance of the Services, Customer agrees to pay CloudHRM the fees set forth in the applicable Proposal in accordance with the terms and conditions set forth in the applicable Proposal, and all fees for any applicable add-on services (such as payments, customization, third party services), a Customer may elect to use from time to time (“Fees”). All additional licenses and add-on services (as defined in the Proposal) added during the Proposal term will be added for the remainder of the Proposal term on an annualized pro-rata basis.
8.2. Fees are exclusive of taxes, levies and duties (“taxes”). Both Parties acknowledge and agree that to the extent any services provided by CloudHRM may be subject to any sales, goods or services tax or other applicable tax, Customer shall pay these taxes, accessible by any jurisdiction. Customer shall include payment of taxes in its submission of Fees and expenses to CloudHRM. The billing frequency is the interval of time period between issue of two Invoices by CloudHRM which shall be specified in the relevant Proposal (“Billing Cycle”).The fees agreed to in the Proposal is for the allotment of total volume based purchases (eg. number of User Accounts), and shall be payable irrespective of any deviation in the number of volume-based purchases actually utilised during the first Billing Cycle. In case of any increase or decrease in the number of volume based purchases, such number shall be adjusted by CloudHRM in the subsequent Billing Cycle. Any unused number of volume based purchases from a Billing Cycle shall expire at the end of that Billing Cycle and not roll over into a subsequent Billing Cycle. All amounts due and payable by Customer to CloudHRM under these Terms must be paid in full without any deduction, set-off, counterclaim or withholding of any kind unless required by law. The fees in the applicable Proposal may be subject to revision at Renewal. However, a change in User Accounts at any time during the Term in which subscription for the Services or a part thereof is decreased from the User Accounts agreed in the relevant Proposal, will result in revision of per-unit pricing of the User Accounts.
8.3. CloudHRM shall not be obligated to provide any or all of the Services until such Fees and applicable taxes are paid in full. CloudHRM may, without liability to Customer, disable the password, account, and/or access to all or part of the Services (if provided) if any Fees and applicable taxes are not paid within 14 (fourteen) days of such Fees and taxes first becoming due and payable upon the signing of the applicable Proposal and/or these Terms and late charges at the rate of 2% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower, will be charged from the date such payment was due until the date.

9. Disclaimer of Warranties

Customer’s use of the Services and any Documentation is at its sole risk. The Services, materials and Documentation are provided on an “as is” and “as available” basis. CloudHRM and its suppliers and licensors expressly disclaim all warranties of any kind, whether express or implied, including, but not limited to the implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement. CloudHRM does not guarantee the accuracy, completeness, or usefulness of the Services or Documentation.

10. Limitation of Liability

Notwithstanding anything to the contrary in these Terms and/or any Proposal, CloudHRM and its suppliers and licensors will not be liable for any indirect, incidental, special, consequential, punitive and/or exemplary damages, including but not limited to, damages for loss of profits, goodwill, use, data, or other intangible losses (even if CloudHRM has been advised of the possibility of these damages), resulting from use of the Services and/or Documentation. For the sake of clarity, some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for incidental or consequential damages. Accordingly, some of the above limitations may not apply to the Customer but shall instead apply to the maximum extent permitted by law.

11. Indemnity

Customer will indemnify, defend and hold CloudHRM and its affiliates, officers, agents, employees, representatives, and assigns harmless from and against any costs, damages, expenses, losses, damages, demands and expenses, including attorney fees, and liabilities arising out of, and/or relating to, any claim (“Claim”) arising out of or related to (i) Customer’s and its User’s acts and/or omissions; (ii) Customer’s and its User’s use of the Services; (iii) Customer’s and its User’s use of the Services in a manner that violates these Terms; and/or (iv) CloudHRM’s use of the User Content constituting infringement, violation, trespass, contravention or breach of any patent, copyright, trademark, license or other property and/or proprietary right of CloudHRM or any third party, and/or constitutes the unauthorized use and/or misappropriation of any trade secret of CloudHRM or any third party. CloudHRM reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by Customer, in which event Customer will assist and cooperate with CloudHRM in asserting any available defences. Customer agrees not to settle any matter without the prior written consent of CloudHRM.

12. Term and Termination

12.1. Agreement Term. The term (“Term”) of these Terms shall commence on the Subscription Date and shall continue unless otherwise terminated in accordance with this Section 12. The Term will continue in effect so long as CloudHRM is providing Services to Customer pursuant to an applicable Proposal.
12.2. Proposal Term. The term of the applicable Proposal shall commence on the Subscription Date and shall continue for a period of 1 (one) year (“Initial Term”), thereafter until terminated in accordance with the terms and conditions set forth therein or herein or until the term of the Proposal expires, whichever is earlier
12.3. Renewal. The Proposal shall be renewed automatically for successive annual periods at the end of Initial Term (“Renewal”), unless terminated by either of the Party in accordance with this Section 12. However, prior to the Renewal, any change in renewal terms will be subject to a revised Proposal, the Company will notify the revised Proposal to the Customer, which upon signing, shall continue to be applicable thereupon. In any other case with no changes in renewal terms, the preceding Proposal will continue for the Renewal.
12.4. Termination for Breach. If a Party materially breaches these Terms and/or any Proposal (the “Defaulting Party”), and the Defaulting Party does not cure such breach within thirty (30) calendar days after its receipt of written notice of material breach, the non-defaulting Party may terminate these Terms and/or the Proposal upon written notice to the Defaulting Party. Termination of the Proposal and/or these Terms will be without prejudice to any other rights and remedies that the non-defaulting Party may have under these Terms or at law or in equity.
12.5. Upon termination pursuant to this Section 12, Customer will pay all outstanding fees, taxes, charges and expenses owed through the Term of these Terms and/or the applicable Proposal and/or the Invoice as if such Terms and/or Proposal has not been terminated. For the avoidance of doubt, notwithstanding any duly executed proposal between the Parties, any pre-paid fees and taxes are non-refundable. Any requests for data migration shall be made within 15 (fifteen) days of the Termination, data migration (if any) will be subject to additional charges as determined by CloudHRM on a case to case basis.

13. Governing Law

This Agreement shall be deemed to be made in Singapore, subject to, governed by and construed in all respects in accordance with the laws of the Republic of Singapore for every intent and purpose. The Parties hereby agree to submit irrevocably to the non-exclusive jurisdiction of the Courts of the Republic of Singapore to settle any and all disputes in connection with this Agreement.

14. Dispute Resolution

In the event of any dispute or difference arising out of or in connection with or in relation to this Agreement or the existence, validity, termination, application or interpretation of this Agreement or any of its provisions, both Parties shall use their best endeavours to settle the dispute informally by agreement between the Parties. Both Parties shall always act in good faith and co-operate with each other to resolve any disputes. Notwithstanding anything in this Agreement, if the dispute is not settled in accordance with the above., the dispute shall be referred to and finally resolved by arbitration administered by the Singapore International Arbitration Centre (SIAC) in accordance with the Arbitration Rules of the Singapore International Arbitration Centre for the time being in force, which rules are deemed to be incorporated by reference in this Section. The seat of the arbitration shall be Singapore. The Tribunal shall consist of 1 (one) arbitrator. The language of the arbitration shall be English.

15. Miscellaneous

15.1.Notice. Pursuant to these Terms, CloudHRM may send notices to the Customer’s email contact points provided by the Customer. And Customer may send notices at connect@CloudHRM.com.
15.2. Force Majeure. Notwithstanding any other provision of these Terms and/or any Proposal to the contrary, neither Party is liable for any failure to perform, or delay in performing, any particular obligations under these Terms where the failure or delay arises from any cause or causes beyond its reasonable control, including without limitation fire, flood, earthquake, elements of nature, acts of god, pandemic, epidemic, acts of war, terrorism, DOS attacks, strikes, shortages, riots, civil disorders or rebellions, failure by a third party hosting or utility provider.
15.3. Assignment. Customer may not assign or transfer these Terms or any of Customer’s rights or obligations hereunder to any other party without CloudHRM’s express written consent; CloudHRM may assign its rights under these Terms without condition. These Terms will be binding upon and will inure to the benefit of the Parties’ successors and permitted assigns. Any purported assignment in violation of this section shall be null and void and have no effect.
15.4. Waiver. No waiver by either CloudHRM and/or Customer of any breach of any provision of these Terms shall constitute a waiver of any prior, concurrent or subsequent breach of the same or any other provisions of these Terms. Further, no waiver by the Customer, shall be effective unless made in writing and signed by an authorized signatory of the CloudHRM.
15.5. Severability. If any provision of these Terms is held by a court of competent jurisdiction to be contrary to law, the provision will be deemed null and void, and the remaining provisions of these Terms will remain in effect.
15.6. Entire Agreement. Unless otherwise agreed to by CloudHRM and the Customer in writing, these Terms (including, without limitation, the terms and conditions set forth herein, applicable Proposals, CloudHRM’s operating rules, policies and/or procedures as described above) constitutes the entire agreement between CloudHRM and the Customer concerning the subject matter hereof.
15.7. Equitable Relief. The Parties agree that a material breach of these Terms adversely affecting CloudHRM’s Intellectual Property rights in the Services may cause irreparable injury to CloudHRM for which monetary damages would not be an adequate remedy and the non-breaching party shall be entitled to equitable relief (without a requirement to post a bond) in addition to any remedies it may have hereunder or at law.
15.8. Survival. Any provision of these Terms and/or Proposal which, by its nature, would survive termination of these Terms and Proposal will survive any such termination of these Terms and/or Proposal.
15.9. Changes. CloudHRM may make changes to the Terms and/or the other operating rules, policies and/or procedures from time to time, at its sole and absolute discretion. CloudHRM agrees to notify the Customer of any changes to the Terms by posting the updated Terms on CloudHRM’s website and/or the Services, and we will revise the “Updated” date above. The Customer shall be responsible to review the Terms frequently and to remain informed of any changes. If the Customer does not agree with the changes and/or modifications, then it shall not use the Services after the effective date of the changes. The then-current version of the Terms will supersede all earlier versions. The Customer agrees that its continued use of the Services after such changes have been published will constitute the acceptance of such revised Terms and operating rules, policies and/or procedures (as applicable).

Contact us

If you have any questions, clarifications or concerns in relation to the Terms, please reach out to us at support@cloudhrm.in.