Terms of Service

Last Updated: 01 August 2025

Welcome to Xpertech Innovations Private Limited ("Company", "we", "our", "us", "Xpertech," "Xalary," "Xalary Mobile Application," "Service," "Site," or "Product").

These Terms of Service ("Terms" or "Agreement") govern your access and use of our website, mobile applications, products, services, and marketplace (together, the "Services").

By using the Services, you agree to these Terms. If you do not agree, please do not use our Services.

1. Eligibility

You may use our Services only if:

  • You are at least 18 years of age and legally competent under the Indian Contract Act, 1872.
  • You provide accurate, truthful information during registration.
  • You are authorized to bind your organization (if using Services on behalf of a company, LLP, or other entity).
  • You are not prohibited under applicable laws from using our Services.

We reserve the right to refuse service or terminate accounts if eligibility requirements are not met.

2. Acceptance of Terms

  • By accessing or using our Services, you accept these Terms.
  • If you are using the Services on behalf of an entity, you represent that you are authorized to bind it to this Agreement.
  • These Terms supersede all prior agreements, work orders, or understandings.
  • We may amend these Terms at any time. Updated Terms will be posted on our Site, with notice of material changes. Continued use of Services means acceptance.

3. Services Offered

Our Services may include:

  • Software-as-a-Service (SaaS) applications, including HRMS, attendance, payroll, and employee management platforms.
  • Marketplace services for businesses, vendors, and customers.
  • Mobile apps such as Xalary ESS.
  • Ancillary services such as analytics, reporting, integrations, and notifications.

We may add, modify, suspend, or discontinue Services without prior notice.

4. User Registration & Accounts

  1. You must register to access certain features.
  2. You agree to provide accurate and complete information.
  3. You are responsible for safeguarding your login credentials.
  4. You must immediately notify us of unauthorized access at support@xalary.in.
  5. Accounts may not be sold, transferred, or shared without our consent.

5. Subscription, Fees, and Payment

  1. Plans & Fees: Services are available on a subscription basis. Fees are as per the plan chosen at the time of purchase.
  2. Taxes: Fees are subject to GST and other applicable taxes.
  3. TDS Deduction: If you deduct TDS under the Income Tax Act, 1961, you must provide Form 16A within statutory timelines.
  4. Invoices: We will issue valid tax invoices in compliance with Indian GST law.
  5. Renewals: Subscriptions renew automatically unless cancelled with 30 days' prior written notice.
  6. Refunds: Fees once paid are non-refundable, except as required under Indian consumer laws.
  7. Default: Non-payment may result in suspension or termination of Services.

6. Use of Services

You agree to use the Services only for lawful purposes and not to:

  • Infringe intellectual property rights.
  • Upload viruses, malicious code, or harmful content.
  • Misrepresent identity or impersonate others.
  • Attempt unauthorized access, reverse-engineering, or scraping.
  • Post defamatory, obscene, or unlawful content.
  • Use automated tools (bots, crawlers) to access Services without consent.

Violation may lead to termination, legal action, or reporting to authorities.

7. Intellectual Property Rights

1. Ownership of Content:

All trademarks, logos, trade names, software, databases, content, graphics, visual interfaces, and designs ("Company IP") are owned, controlled, or licensed by the Company and protected under the Copyright Act, 1957, the Trade Marks Act, 1999, and applicable international treaties.

2. Limited License:

You are granted a limited, revocable, non-exclusive, non-transferable license to access and use the Services solely for lawful business purposes. This license does not convey any ownership rights or title in the Company IP.

3. Restrictions:

Except as expressly permitted, you shall not:

  • Copy, reproduce, republish, upload, post, publicly display, transmit, or distribute any part of the Services or Company IP.
  • Modify, adapt, translate, reverse-engineer, decompile, or disassemble any portion of the Services.
  • Use our trademarks, logos, or brand identifiers without prior written consent.
  • Claim ownership, authorship, or misrepresent the source of Company IP.

4. User-Generated Content:

By submitting or uploading any content to the Services, you grant the Company a worldwide, royalty-free, perpetual, irrevocable, and transferable license to use, reproduce, distribute, display, and adapt such content for delivering, improving, and promoting Services, subject to our Privacy Policy.

5. Reservation of Rights:

All rights not expressly granted are reserved by the Company. Unauthorized use may result in civil and/or criminal liability under applicable Indian law.

8. Restrictions and Prohibitions on Use

You agree that you shall not use the Services, Site, or applications in any manner that is unlawful or prohibited by these Terms or under applicable Indian laws. Without limiting the foregoing, you specifically agree not to:

1. Prohibited Conduct:

  • Use the Services for activities violating the Information Technology Act, 2000 or other laws.
  • Engage in activities that harm, disable, overload, or disrupt the Services.
  • Attempt unauthorized access to systems, networks, or accounts.
  • Use automated tools (bots, scrapers, crawlers) without authorization.

2. Content Restrictions:

  • Upload, post, or transmit material that is obscene, pornographic, defamatory, abusive, harassing, hateful, racially or ethnically objectionable, or unlawful.
  • Upload or distribute malware, viruses, or corrupted files.
  • Publish content that infringes third-party intellectual property rights.

3. Commercial Restrictions:

  • Use Services for unauthorized commercial activities such as unsolicited advertising, pyramid schemes, or spam.
  • Sell, resell, rent, lease, sublicense, or commercially exploit the Services without written consent.

4. Identity Misuse:

  • Impersonate any person or entity, including Company staff.
  • Misrepresent your affiliation with any person or organization.

5. Security & Compliance:

  • Circumvent or interfere with security features or digital rights management.
  • Violate any applicable code of conduct, guidelines, or policies.
  • Engage in behaviour that restricts or inhibits other users' access or enjoyment of Services.

Violation of this section may result in suspension, termination, damages, and reporting to authorities.

9. User Content & Data

  • You retain ownership of the content you upload.
  • By uploading, you grant us a license to store, use, and process such content for delivering Services.
  • We may use aggregated, anonymized data for analytics, trends, and product improvement.
  • We will comply with:
    • Information Technology Act, 2000 & SPDI Rules, 2011
    • Digital Personal Data Protection Act, 2023 (when notified)
  • You are solely responsible for the legality, accuracy, and quality of your content.

10. Privacy & Data Protection

  • Your use of Services is also governed by our Privacy Policy.
  • We follow reasonable security practices to safeguard data.
  • Sensitive Personal Data (e.g., passwords, biometrics, health info, financial data) will be collected and processed only with consent.
  • We may disclose data to authorities if required under law.

11. Third-Party Services

  • Our Services may integrate with third-party APIs, tools, or payment gateways.
  • We are not responsible for the performance, availability, or practices of such third parties.
  • You must comply with third-party terms separately.

12. Suspension & Termination

We may suspend or terminate your account if you:

  • Breach these Terms,
  • Engage in unlawful activity,
  • Fail to pay fees, or
  • Misuse the Services.

Upon termination:

  • Your license to use Services ends immediately.
  • Outstanding fees remain payable.
  • Certain obligations (payments, indemnity, confidentiality) survive termination.

13. Disclaimer of Warranties

  • Services are provided on an "as-is" and "as-available" basis.
  • We do not guarantee uninterrupted or error-free Services.
  • We disclaim liability for:
    • third-party actions,
    • loss of data,
    • service interruptions,
    • unauthorized access despite safeguards.

Your statutory rights under the Consumer Protection Act, 2019 are unaffected.

14. Limitation of Liability

  • To the maximum extent permitted by law, our liability is limited to the subscription fees paid in the 3 months preceding the claim.
  • We are not liable for indirect, incidental, or consequential damages.
  • This limitation does not apply to liability arising from fraud, willful misconduct, or statutory obligations.

15. Indemnity

You agree to indemnify and hold harmless the Company, its affiliates, officers, employees, and agents from any claims, damages, or expenses arising from:

  • Your misuse of Services,
  • Violation of these Terms,
  • Infringement of third-party rights,
  • Breach of laws.

16. Governing Law & Jurisdiction

  • These Terms are governed by the laws of India.
  • Disputes shall be subject to exclusive jurisdiction of the courts in Bangalore, Karnataka.

17. Grievance Redressal (Mandatory under IT Rules, 2021)

For complaints regarding content, privacy, or misuse of Services, contact:

Grievance Officer
c/o Xpertech Innovations Private Limited
📧 support@xalary.in
📍 #3639, Sir M V Layout, 6th Block, Behind Oxford P U College, Ullalu Upanagara, Bangalore, Karnataka 560110

We will acknowledge complaints within 24 hours and resolve them within 15 days, or sooner if required by law.

18. Miscellaneous

  • Force Majeure: We are not liable for events beyond our control (natural disasters, internet outages, government restrictions, strikes).
  • Assignment: You may not assign rights without our consent. We may assign in case of merger or restructuring.
  • Entire Agreement: These Terms, along with the Privacy Policy, form the entire agreement.
  • Severability: If any provision is invalid, the rest remain enforceable.
  • Waiver: Our failure to enforce a provision does not waive our rights.