NayaHR — Terms of Service
DRAFT for legal review. Working draft for an India-based B2B SaaS. Not legal advice — have qualified Indian legal counsel finalise the commercial and liability terms before use. Bracketed […] items are facts to be filled at finalisation.
Effective date: [Effective date — set on publication] · Last updated: 28 July 2026
These Terms of Service ("Terms") are a legal agreement between NayaHR Private Limited, [Registered address], Pune, Maharashtra, India ("NayaHR", "we", "us"), and the business entity that subscribes to or uses the Service ("Customer", "you"). By creating an account, accepting an invitation, or using the Service, you agree to these Terms. If you accept on behalf of a company, you confirm you are authorised to bind it.
1. Definitions
"Service" means NayaHR's AI-native HR and payroll platform and related websites. "Customer Data" means data you or your users submit to the Service, including Employee Personal Data. "Users" means individuals you authorise to use the Service (e.g. owners, HR admins, managers, employees).
2. The Service & licence
Subject to these Terms and payment of fees, NayaHR grants you a non-exclusive, non-transferable, non-sublicensable right to access and use the Service for your internal business purposes during the subscription term.
3. Accounts & eligibility
Access is invitation-based. You are responsible for authorising Users, assigning roles, keeping credentials secure, and for all activity under your account. You must provide accurate account information and be capable of forming a binding contract.
4. Customer responsibilities
You are responsible for: (a) the accuracy, quality and legality of Customer Data; (b) establishing a lawful basis for processing Employee Personal Data, including any required notices to and consents from your employees; (c) your Users' compliance with these Terms; and (d) using the Service in compliance with applicable law. You will not misuse the Service, attempt to breach its security or tenant isolation, reverse engineer it, or use it to store unlawful content.
5. Fees & payment
5.1 Fees are as set out in your order or our published pricing. Billing is on a per-employee basis, charged monthly, with an optional annual prepay at a discount.
5.2 Fees are exclusive of taxes; you are responsible for applicable GST and other taxes.
5.3 Fees are invoiced in advance and payable within 15 days of the invoice date by bank transfer, NEFT or UPI. NayaHR does not collect or store card details.
5.4 Refunds: fees are non-refundable except where a refund is required by law. You may cancel at any time to stop future renewals; the Service continues until the end of the current paid period.
5.5 We may suspend the Service for undisputed overdue amounts after reasonable notice.
6. Subscription term, renewal & cancellation
The subscription runs for the term stated in your order and renews automatically for successive periods of the same length unless either party cancels with at least 30 days' notice before the end of the current term. On cancellation, the Service continues until the end of the paid period. Data handling on termination is per Section 11 and the DPA.
7. Data protection
Our handling of personal data is governed by our Privacy Policy and, for Employee Personal Data, our Data Processing Agreement (DPA), each incorporated into these Terms by reference. Where you act as Data Fiduciary for your employees, NayaHR acts as your Data Processor.
8. Intellectual property
NayaHR and its licensors own all rights in the Service, including its software, design and content (excluding Customer Data). You retain all rights in Customer Data and grant NayaHR a limited licence to host and process it solely to provide, secure and support the Service. Feedback you give may be used by NayaHR without restriction.
9. Confidentiality
Each party will protect the other's non-public information disclosed under these Terms and use it only to perform under these Terms, except where disclosure is required by law.
10. Service availability
We aim to keep the Service available and target 99.9% uptime, excluding scheduled maintenance and events beyond our reasonable control. No service credits are offered at this time.
11. Suspension & termination
Either party may terminate for material breach not cured within 30 days' notice. We may suspend or limit access to address a security risk, unlawful use, or non-payment. On termination, your right to use the Service ends and Customer Data is handled per the DPA (export, then deletion within a 30–90 day grace period).
12. Warranties & disclaimers
We will provide the Service with reasonable skill and care. Except as expressly stated, the Service is provided "as is" and we disclaim all other warranties to the extent permitted by law. The Service supports statutory computations (e.g. PF, ESI, PT, TDS) but you remain responsible for verifying statutory filings and payments; TDS and similar figures are estimates unless you configure them otherwise, and NayaHR is not your tax, legal or accounting advisor.
13. Limitation of liability
To the maximum extent permitted by law, neither party is liable for indirect, incidental, special or consequential damages, or loss of profits or data. Each party's total aggregate liability arising out of or related to the Agreement is limited to the fees paid by the Customer in the 6 months preceding the claim. Nothing limits liability that cannot be limited by law.
14. Indemnity
You will indemnify NayaHR against third-party claims arising from your Customer Data or your unlawful use of the Service. NayaHR will indemnify you against third-party claims that the Service, as provided, infringes a third party's intellectual-property rights, provided you notify us promptly and allow us to control the defence. Both indemnities are subject to the limitation of liability in Section 13.
15. Changes
We may modify the Service or these Terms. For material changes to these Terms, we will give reasonable notice (through the Service or by email). Continued use after changes take effect constitutes acceptance.
16. Governing law & dispute resolution
These Terms are governed by the laws of India. Any dispute arising out of or in connection with these Terms shall be finally resolved by arbitration under the Arbitration and Conciliation Act, 1996, before a sole arbitrator appointed by mutual agreement, with the seat and venue at Pune, Maharashtra, conducted in English. The courts at Pune, Maharashtra retain jurisdiction for interim relief and enforcement of the award.
17. Notices & grievances
Notices to NayaHR: hello@nayahr.in. Grievance Officer / data queries: Charu Tripathi, hello@nayahr.in, NayaHR Private Limited, [Registered address], Pune, Maharashtra, India.
18. General
These Terms (with the Privacy Policy and DPA) are the entire agreement between the parties on this subject. If any provision is unenforceable, the rest remains in effect. Neither party is liable for delays caused by events beyond reasonable control (force majeure). You may not assign these Terms without our consent; we may assign to an affiliate or successor. No waiver is implied by a failure to enforce.