TERMS OF SERVICE

Effective Date: 1 June 2025
Last Updated: 11 Jul 2025

1. INTRODUCTION AND ACCEPTANCE

These Terms of Service ("Terms") govern your use of the Nasx HR management platform ("Service") operated by Orbitron Tech Labs (OPC) Private Limited, a company incorporated under the laws of India with CIN U62091MH2023OPC410166 ("Company," "we," "us," or "our").

By accessing, using, or registering for the Service, you ("User," "Customer," "you," or "your") acknowledge that you have read, understood, and agree to be legally bound by these Terms and our Privacy Policy. IF YOU DO NOT AGREE TO THESE TERMS, YOU MUST NOT USE THE SERVICE.

These Terms constitute a binding legal agreement between you and Company. Only authorized representatives of companies or individuals with legal capacity may accept these Terms.

2. DEFINITIONS

"Service" means the Nasx HR management software platform, including all features, applications, data processing, reports, and related services
"Account" means your registered access credentials and associated data
"Content" means any data, information, documents, or materials submitted through the Service
"Subscription" means your paid access plan with specified features and employee limits
"Confidential Information" means any proprietary or confidential data processed through the Service
"Data Controller" has the meaning assigned under applicable data protection laws
"Personal Data" means any information relating to an identified or identifiable individual

3. SERVICE DESCRIPTION AND CRITICAL LIMITATIONS

3.1 Service Overview

Nasx provides web-based HR management tools including attendance tracking, leave management, break monitoring, payslip generation, performance management, and related administrative functions.

3.2 SOFTWARE ACCURACY AND CALCULATION DISCLAIMER

CRITICAL NOTICE - READ CAREFULLY:

No Guarantee of Accuracy: The Service provides calculation tools and data processing for HR purposes but DOES NOT GUARANTEE the accuracy, completeness, or reliability of any calculations, reports, or data generated
Independent Verification Required: You are SOLELY RESPONSIBLE for verifying all calculations, payroll computations, attendance data, and reports before making any business decisions or processing actual payments
Payroll Calculations: All payroll calculations are ESTIMATES ONLY and must be independently verified by qualified professionals before use
No Financial Processing: The Service does NOT process actual financial transactions, bank transfers, or payments
Compliance Responsibility: You are solely responsible for ensuring compliance with applicable labor laws, tax regulations, and employment requirements

3.3 Service Limitations

The Service DOES NOT provide:

Tax calculation or filing services
Legal or financial advice
Statutory compliance guarantees
Real-time banking or payment processing
Audit or accounting services

3.4 Beta Features and Updates

Features marked as "beta," "preview," or "experimental" are provided "as-is" with no warranties. We may modify, discontinue, or change features at any time without notice.

4. ACCOUNT REGISTRATION AND USER OBLIGATIONS

4.1 Registration Requirements

To access the Service, you must:

Provide accurate, current, and complete registration information
Have legal authority to bind your organization to these Terms
Be at least 18 years old or the age of majority in your jurisdiction
Maintain accurate account information

4.2 Account Security

You are responsible for:

Maintaining confidentiality of login credentials
All activities under your account
Promptly notifying us of unauthorized access
Implementing appropriate access controls for your users

4.3 Prohibited Uses

You may not:

Use the Service for illegal purposes or in violation of applicable laws
Attempt to gain unauthorized access to any part of the Service
Reverse engineer, decompile, or disassemble the Service
Upload viruses, malware, or harmful code
Use the Service to process data of individuals without proper consent
Resell, redistribute, or sublicense the Service
Remove proprietary notices or attempt to circumvent security measures
Use the Service to harass, abuse, or discriminate against any person

5. DATA PROTECTION AND PRIVACY COMPLIANCE

5.1 Data Protection Laws

IMPORTANT: India's Digital Personal Data Protection Act, 2023 ("DPDP Act") applies to our Service. By using the Service, you acknowledge:

You are the Data Controller for any personal data processed
You must obtain valid consent from data subjects (employees)
You must comply with all DPDP Act requirements including data minimization, purpose limitation, and transparency

5.2 Your Data Protection Obligations

You represent and warrant that:

You have lawful basis to process all personal data submitted
You have obtained required consents from employees/data subjects
You will comply with data subject rights requests
You will implement appropriate technical and organizational measures

5.3 Data Breaches

In case of a security incident, we will:

Investigate the breach promptly
Notify you within 72 hours where feasible
Provide reasonable assistance for breach reporting to authorities
Implement measures to prevent recurrence

5.4 Data Retention and Deletion

We retain your data for up to 6 months after account termination
You may request immediate deletion by written notice
We may retain data longer if required by law or for dispute resolution
Data deletion is irreversible and permanent

6. SUBSCRIPTION TERMS AND PAYMENT

6.1 Subscription Plans

Service is provided under subscription plans with:

Specified employee limits and feature sets
Monthly or annual billing cycles
Flat-rate pricing (not per-employee)

6.2 Payment Terms

Subscription fees are charged in advance
All fees are in Indian Rupees unless otherwise specified
Fees are exclusive of applicable taxes (GST)
Price changes require 30 days' written notice

6.3 No Refunds Policy

ALL SUBSCRIPTION FEES ARE NON-REFUNDABLE. No refunds will be provided for:

Unused portions of subscription periods
Cancelled subscriptions (for any reason)
Account terminations for Terms violations
Dissatisfaction with features or performance
Service interruptions or downtime

6.4 Suspension for Non-Payment

We may suspend access for overdue payments after 15 days' written notice. Suspended data may be deleted after 30 days.

7. INTELLECTUAL PROPERTY RIGHTS

7.1 Service Ownership

All rights, title, and interest in the Service, including software, algorithms, trademarks, copyrights, and trade secrets, are owned exclusively by Company.

7.2 Limited License

We grant you a limited, non-exclusive, non-transferable, revocable license to use the Service solely for internal business purposes during your subscription term.

7.3 Customer Data

You retain ownership of data you input but grant us a limited license to process such data solely to provide the Service.

8. SERVICE AVAILABILITY AND MODIFICATIONS

8.1 Service Availability

We strive to maintain high availability but DO NOT GUARANTEE uninterrupted service
Service may be temporarily unavailable due to maintenance, updates, or circumstances beyond our control
We are not liable for business interruption due to service unavailability

8.2 Modifications

We reserve the right to:

Modify features, functionality, or technical specifications
Update these Terms with 30 days' notice
Discontinue features or the entire Service with reasonable notice

8.3 Force Majeure

We are not liable for delays or failures due to:

Natural disasters, pandemics, or acts of God
Government actions, regulations, or sanctions
Internet outages, cyberattacks, or infrastructure failures
Labor disputes, supplier failures, or similar circumstances

9. COMPREHENSIVE LIMITATION OF LIABILITY

9.1 Disclaimer of Warranties

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ACCURACY, OR RELIABILITY.

9.2 Exclusion of Damages

TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE SHALL NOT BE LIABLE FOR ANY:

Indirect, incidental, special, consequential, or punitive damages
Lost profits, lost revenue, lost data, or business interruption
Loss of goodwill, reputation, or opportunities
Costs of substitute goods or services
Data corruption, loss, or unauthorized access
Calculation errors, payroll mistakes, or compliance failures
Third-party claims or regulatory penalties

9.3 Liability Cap

OUR TOTAL LIABILITY TO YOU FOR ALL CLAIMS ARISING FROM OR RELATING TO THE SERVICE SHALL NOT EXCEED THE LESSER OF:

The total amounts paid by you in the 12 months preceding the claim; OR
₹1,00,000 (One Lakh Rupees)

9.4 Essential Purpose

These limitations apply even if:

We have been advised of the possibility of such damages
Any limited remedy fails its essential purpose
The claim is based on contract, tort, strict liability, or any other theory

9.5 Exceptions

Our liability limitations do not apply to:

Death or personal injury caused by our gross negligence
Fraud or fraudulent misrepresentation
Willful misconduct
Liability that cannot be excluded under Indian law

10. INDEMNIFICATION

10.1 Your Indemnification Obligations

You agree to indemnify, defend, and hold harmless Company, its officers, directors, employees, and agents from and against any and all claims, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising from or relating to:

Your use or misuse of the Service
Violation of these Terms or applicable laws
Employment-related disputes, claims, or regulatory actions
Data protection violations or privacy breaches
Infringement of third-party rights
Any content you submit through the Service

10.2 Defense Process

We will promptly notify you of any claim subject to indemnification and cooperate in the defense, provided you assume control of the defense with competent counsel.

11. TERMINATION

11.1 Termination by You

You may terminate your account at any time by:

Cancelling your subscription through account settings
Providing written notice to info@nasx.solutions

11.2 Termination by Us

We may terminate your account immediately without notice if you:

Violate these Terms
Fail to pay fees when due (after notice period)
Engage in fraudulent, illegal, or harmful activities
Pose a security risk to the Service or other users

11.3 Effect of Termination

Upon termination:

Your access to the Service ceases immediately
You remain liable for all fees incurred through termination
We may retain your data per our retention policy
These Terms survive termination where applicable

12. DISPUTE RESOLUTION AND GOVERNING LAW

12.1 Governing Law

These Terms are governed by the laws of India. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

12.2 Jurisdiction

Any disputes arising from these Terms shall be subject to the exclusive jurisdiction of the courts in Mumbai, Maharashtra, India.

12.3 Mandatory Arbitration

ALL DISPUTES, CLAIMS, OR CONTROVERSIES ARISING FROM OR RELATING TO THESE TERMS OR THE SERVICE SHALL BE RESOLVED THROUGH BINDING ARBITRATION administered by the Mumbai Centre for International Arbitration under its prevailing rules.

Arbitration Procedures:

Single arbitrator unless parties agree otherwise
Seat of arbitration: Mumbai, India
Language: English
Arbitrator's decision is final and binding

12.4 Class Action Waiver

YOU AGREE THAT DISPUTES MUST BE BROUGHT INDIVIDUALLY AND NOT AS PART OF ANY CLASS ACTION, COLLECTIVE ACTION, OR REPRESENTATIVE PROCEEDING.

12.5 Time Limitation

ANY CLAIMS MUST BE BROUGHT WITHIN ONE (1) YEAR OF THE DATE THE CAUSE OF ACTION AROSE, OR SUCH CLAIM IS PERMANENTLY BARRED.

12.6 Consumer Rights (B2C Transactions Only)

If you are a consumer (individual) using the Service for personal purposes, you may have additional rights under the Consumer Protection Act, 2019, and mandatory arbitration may not apply to consumer disputes.

13. COMPLIANCE AND REGULATORY MATTERS

13.1 Your Compliance Obligations

You are solely responsible for:

Compliance with all applicable employment, labor, and tax laws
Obtaining necessary employee consents for data processing
Meeting audit and regulatory requirements in your jurisdiction
Ensuring payroll accuracy and statutory compliance
Maintaining adequate insurance coverage

13.2 No Compliance Warranties

WE DO NOT WARRANT OR GUARANTEE THAT THE SERVICE WILL MEET SPECIFIC REGULATORY REQUIREMENTS OR INDUSTRY STANDARDS IN YOUR JURISDICTION.

13.3 Regulatory Changes

You acknowledge that laws and regulations change frequently, and you are responsible for adapting your use of the Service accordingly.

14. CONFIDENTIALITY

14.1 Mutual Confidentiality

Both parties agree to maintain confidentiality of each other's proprietary information and use it solely for purposes related to the Service.

14.2 Data Security

We implement reasonable security measures but cannot guarantee absolute security of data transmitted over the internet.

15. GENERAL PROVISIONS

15.1 Entire Agreement

These Terms, together with our Privacy Policy, constitute the entire agreement between you and Company regarding the Service and supersede all prior agreements.

15.2 Severability

If any provision is found invalid or unenforceable, the remaining provisions continue in full force and effect.

15.3 No Waiver

Failure to enforce any provision does not constitute a waiver of that provision or any other provision.

15.4 Assignment

You may not assign these Terms without our written consent. We may assign these Terms without restriction.

15.5 Updates to Terms

We may update these Terms from time to time. Material changes will be communicated via email or through the Service 30 days before taking effect. Continued use after changes constitutes acceptance.

15.6 Language

In case of translation discrepancies, the English version prevails.

15.7 Survival

Provisions that by their nature should survive termination (including payment obligations, intellectual property rights, limitation of liability, and dispute resolution) will survive termination.

15.8 Relationship

These Terms do not create a partnership, joint venture, employment, or agency relationship between the parties.

16. CONTACT INFORMATION

For questions about these Terms or the Service, contact us at:

Orbitron Tech Labs (OPC) Private Limited
Email: info@nasx.solutions
Phone: +91 81759 70707
Address: Plot no. 21, Shahu Nagar, Sillod - 431112

BY ACCESSING OR USING THE NASX SERVICE, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS OF SERVICE.

Last Updated: 11 Jul 2025
Version: 2.0