These Terms of Service (“Terms”) govern access to and use of the enterprise resource planning platform and related services (the “Platform” and “Services”) made available at https://tathyank.com and any tenant subdomain thereof, operated by [Tathyank Legal Entity Name], a company/LLP incorporated under the laws of India, having its registered office at [Registered Address, City, State, PIN, India](“Tathyank”, “we”, “us”).
By creating an account, accessing, or using the Platform, the organisation on whose behalf you act (the “Customer”, “you”) agrees to be bound by these Terms and any applicable order form, statement of work, or subscription agreement executed between the Customer and Tathyank (“Order”). If these Terms conflict with an Order, the Order controls for that engagement.
1. Definitions
- “Account” means the Customer’s administrative tenant through which its Authorized Users access the Services.
- “Authorized User” means an individual the Customer authorises to use the Services under its Account.
- “Customer Data” means data, records, and content the Customer or its Authorized Users submit to or store in the Platform.
- “Subscription Term” means the period of paid access specified in the applicable Order.
2. The Services
Subject to these Terms and payment of applicable fees, Tathyank grants the Customer a non-exclusive, non-transferable, revocable right to access and use the Platform during the Subscription Term, solely for the Customer’s internal business operations and solely by its Authorized Users.
We may modify, update, or improve the Platform from time to time. We will use reasonable efforts to avoid materially reducing core functionality the Customer relies on during an active Subscription Term without reasonable notice.
3. Fees and Payment
Fees, billing frequency, and payment terms are set out in the applicable Order. Except as expressly stated in an Order, fees are non-refundable. Late payments may be subject to suspension of access after written notice and a reasonable cure period, and to interest/late fees as permitted under applicable law. All fees are exclusive of applicable taxes (including GST), which the Customer is responsible for unless legally required to be withheld and remitted by the Customer, in which case the Customer will provide valid documentation.
4. Customer Responsibilities
- The Customer is responsible for its Authorized Users’ compliance with these Terms and for the accuracy and lawfulness of Customer Data submitted to the Platform.
- The Customer is responsible for maintaining the confidentiality of Account credentials and for all activity under its Account, except to the extent caused by Tathyank’s breach of these Terms.
- The Customer will not use the Platform to store or process data it is not legally entitled to process, or in a manner that violates applicable law.
5. Acceptable Use
The Customer will not, and will not permit any Authorized User to:
- reverse-engineer, decompile, or attempt to derive the source code of the Platform, except to the extent applicable law prohibits this restriction;
- use the Platform to build a competing product, or resell/sublicense access to the Platform without our written consent;
- attempt to gain unauthorised access to the Platform, other tenants’ data, or Tathyank’s systems;
- upload malicious code or use the Platform in a manner that disrupts its integrity or performance for other customers.
6. Customer Data and Tenant Isolation
As between the parties, the Customer owns all Customer Data. The Platform is architected as a multi-tenant system with logical data isolation between tenants; Tathyank does not access Customer Data except (a) as necessary to provide support the Customer requests, (b) to maintain the security and integrity of the Platform, or (c) as required by law. Our handling of personal data within Customer Data is further described in our Privacy Policy, which forms part of these Terms by reference.
Certain fields are stored using field-level encryption keyed per tenant; Tathyank does not have ordinary access to the plaintext values of those fields.
7. Intellectual Property
Tathyank and its licensors retain all right, title, and interest in and to the Platform, including all software, design, and underlying technology, excluding Customer Data. Except for the limited access rights granted in Section 2, no rights are granted to the Customer by implication or otherwise.
8. Confidentiality
Each party will protect the other’s confidential information disclosed in connection with these Terms using at least the same degree of care it uses to protect its own confidential information of similar nature, and will not disclose it to third parties except as permitted under these Terms or with the disclosing party’s written consent.
9. Suspension and Termination
Either party may terminate an Order for the other party’s material breach if the breach is not cured within [30]days of written notice. We may suspend access immediately, with notice where reasonably practicable, if the Customer’s use poses a security risk to the Platform or other customers, or upon non-payment after the cure period in Section 3. On termination, the Customer’s right to access the Platform ends; data export/retention on termination is governed by §5 of our Privacy Policy and any terms in the applicable Order.
10. Warranties and Disclaimers
Each party warrants it has the authority to enter into these Terms. Except as expressly stated in these Terms or an Order, the Platform is provided “as is” and Tathyank disclaims all other warranties, express or implied, to the maximum extent permitted under applicable law, including implied warranties of merchantability, fitness for a particular purpose, and non-infringement.
11. Limitation of Liability
To the maximum extent permitted by applicable law, neither party will be liable for indirect, incidental, special, consequential, or punitive damages, or loss of profits, revenue, or data, arising out of or related to these Terms. Each party’s aggregate liability arising out of or related to these Terms will not exceed the fees paid or payable by the Customer under the applicable Order in the [12]months preceding the claim, except for liability arising from a party’s confidentiality breach, indemnification obligations, or gross negligence/wilful misconduct, or as otherwise required by applicable law.
12. Indemnification
Each party will indemnify and hold the other harmless from third-party claims to the extent arising from its gross negligence, wilful misconduct, or material breach of these Terms, subject to the limitations in Section 11.
13. Data Processing
Where the Customer stores personal data of individuals (e.g. its employees) in the Platform, Tathyank processes that data solely on the Customer’s documented instructions and as described in our Privacy Policy, which governs the parties’ respective data-protection obligations under the DPDP Act and applicable law.
14. Governing Law and Dispute Resolution
These Terms are governed by the laws of India, without regard to conflict-of-law principles. Subject to any mandatory dispute-resolution procedure in an applicable Order, the courts at [City, State], India will have exclusive jurisdiction over disputes arising out of or relating to these Terms.
15. General
- Amendments. We may update these Terms from time to time; material changes will be notified as required by law or the applicable Order, and continued use after the effective date constitutes acceptance.
- Assignment. Neither party may assign these Terms without the other’s written consent, except to a successor in a merger, acquisition, or sale of substantially all assets.
- Force Majeure. Neither party is liable for delay or failure to perform due to causes beyond its reasonable control.
- Entire Agreement. These Terms, together with the applicable Order and our Privacy Policy, constitute the entire agreement between the parties regarding the Services and supersede prior agreements on the subject matter.
- Contact. Questions about these Terms may be sent to legal@tathyank.com.