Terms of service

1. Acceptance and contracting entity

These Terms constitute a binding agreement between you ("Customer", "you") and Seers Pvt. Ltd., a company incorporated under the Companies Act 2013, with its registered office in Bengaluru, Karnataka, India (CIN: [U74999KA20XXPTCXXXXXX]; GSTIN: [29AAXCSXXXX1ZX]) ("Seers", "we", "us"). By creating a workspace, accepting an Order Form, or using the Service, you confirm acceptance of these Terms. If you do not agree, do not use the Service. These Terms are effective from the date of first use or from the effective date of the applicable Order Form, whichever is earlier.

2. Definitions

• Service - the Seers HR and payroll SaaS platform, including all features, APIs, integrations, documentation, and support provided by Seers under these Terms.
• Tenant / Workspace - an isolated instance of the Service provisioned for and administered by Customer.
• Authorized User - an individual (employee, contractor, or agent of Customer) permitted by Customer to access the Service under Customer's subscription.
• Subscription - the right to access and use the Service for the term and seat count set out in the applicable plan or Order Form.
• Order Form - a written or digitally accepted document specifying plan, seat count, pricing, term, and any special terms, which incorporates these Terms by reference.
• Customer Data - all data, content, and information submitted to or generated within the Service by Customer or its Authorized Users, including employee personal data and payroll records.
• Documentation - Seers' user guides, help articles, and API references made available at the Seers help centre.

3. Subscription, plans, and trial period

• New Tenants receive a 30-day free trial beginning on the date the workspace is first created. No payment method is required to start the trial. Full platform functionality is available during the trial period.
• If you require more time, you may request a single trial extension by emailing billing@seers.co.in. Seers grants such extensions at its discretion; extensions are typically limited to 14 additional days.
• On expiry of the trial without conversion to a paid plan, the workspace enters read-only mode. Customer Data is retained for a further 30 days, after which the workspace is eligible for deletion.
• Paid subscriptions commence on the date the first payment is processed. Seers' current plans and per-employee pricing are described on the pricing page. Enterprise pricing is available via an Order Form.
• Subscriptions automatically renew unless cancelled before the renewal date. The renewal period is the same as the original subscription period (monthly or annual).

4. Fees, billing, taxes, and price changes

• Fees are payable in advance via the payment method Customer registers with Razorpay. Per-employee fees are based on the count of active employees at the start of each billing cycle.
• Annual plans are invoiced for the full term upfront unless an Order Form specifies quarterly billing.
• All fees are exclusive of taxes. Goods and Services Tax (GST) at the applicable rate will be added for Indian Customers. Customer is responsible for any withholding tax obligations under Indian law.
• If payment fails, Seers will notify the tenant Owner and retry. After 14 days past due, the workspace moves to read-only mode. After 60 days past due, the workspace is eligible for deletion.
• Seers may change its standard pricing with at least 30 days' written notice to existing subscribers. Price changes take effect at the next renewal following the notice period. Price changes do not apply mid-term to annual subscriptions.

5. Acceptable use

You agree not to, and not to permit Authorized Users to:

• Use the Service for any unlawful purpose, or to process data you do not have the legal right to process.
• Reverse-engineer, decompile, disassemble, or attempt to derive source code from any part of the Service.
• Conduct security testing, penetration testing, or vulnerability scanning of the Service or its underlying infrastructure without Seers' prior written consent.
• Attempt to access another tenant's data or circumvent tenant isolation mechanisms.
• Upload or transmit viruses, malware, or any content that infringes another party's intellectual property rights.
• Resell, sublicense, or otherwise make the Service available to third parties except as expressly permitted in a written agreement with Seers.
• Use the Service in a manner that places unreasonable or disproportionate load on its infrastructure (fair use applies; Seers will contact you before taking action on suspected abuse).

6. Customer responsibilities

• Account security - Customer is responsible for maintaining the confidentiality of all Authorized User credentials and must notify Seers promptly at support@seers.co.in upon discovering any unauthorised access.
• Accuracy of data - Customer is responsible for the accuracy and completeness of employee, payroll, and configuration data entered into the Service. Seers processes Customer Data on instruction and does not verify its accuracy.
• Statutory compliance - Seers provides tooling to support compliance with EPF, ESI, Professional Tax, TDS, and related obligations, but Customer remains the statutory employer of record. All filings, contributions, and statutory obligations under applicable Indian labour law remain Customer's sole responsibility. See also India Local Terms.
• Authorised processing - Customer warrants that it has a lawful basis to collect and process the personal data of its employees and other individuals it enters into the Service, including any required consent or notice under the DPDPA 2023.

7. Intellectual property

• Seers' IP - Seers and its licensors own all right, title, and interest in the Service, its software, trade marks, documentation, and any improvements or derivative works. No licence is granted beyond the right to use the Service as permitted by these Terms.
• Customer Data - Customer owns all Customer Data. Seers is granted a limited, non-exclusive licence to process Customer Data solely for the purpose of providing the Service. Seers does not use Customer Data for any other purpose, including training machine learning models.
• Feedback - If Customer provides ideas, suggestions, or feedback about the Service ("Feedback"), Customer grants Seers a perpetual, irrevocable, royalty-free licence to use and incorporate such Feedback into the Service without obligation to Customer.

8. Confidentiality

Each party ("Receiving Party") agrees to keep confidential all non-public information disclosed by the other party ("Disclosing Party") that is designated as confidential or that a reasonable person would understand to be confidential given the nature of the information and circumstances of disclosure ("Confidential Information").

• The Receiving Party will use Confidential Information only for purposes of performing its obligations or exercising its rights under these Terms.
• The Receiving Party will not disclose Confidential Information to any third party except to employees or contractors who have a need to know and are bound by confidentiality obligations at least as protective as these Terms.
• Confidentiality obligations survive termination of these Terms for 3 years.
• Confidentiality does not apply to information that is or becomes publicly available through no fault of the Receiving Party, was already known to the Receiving Party, or is required to be disclosed by law or court order (subject to prior notice to the Disclosing Party where legally permissible).

9. Data protection

The processing of personal data within Customer's workspace is governed by the Data Processing Addendum (DPA), which forms part of these Terms and is incorporated herein by reference. In the event of any conflict between the DPA and these Terms on matters of data protection, the DPA prevails. Seers' collection and use of its own account and marketing data is described in the Privacy Notice.

10. Service availability and support

• Seers targets high availability but does not guarantee uninterrupted service. Seers will use commercially reasonable efforts to provide at least 99.5% monthly uptime for paid plans. The detailed uptime commitment, maintenance windows, and credit mechanism are set out in the Service Level Agreement (SLA).
• Support is available by email at support@seers.co.in on all paid plans. Scale and Enterprise plans include priority support response times as defined in the applicable Order Form or SLA.
• Planned maintenance will be announced via in-app notification or status page at least 48 hours in advance where possible. Emergency maintenance may occur without advance notice.

11. Suspension and termination

• By Seers - Seers may suspend access to the Service immediately upon: (a) a material breach of these Terms that Customer fails to remedy within 7 days of notice; (b) non-payment beyond the grace period in §4; (c) a statutory requirement; or (d) a credible security threat. Seers will give notice where legally and technically practicable.
• By Customer - Customer may cancel its subscription at any time from the workspace Billing page or by emailing billing@seers.co.in. Cancellation takes effect at the end of the current billing period.
• Statutory termination - Either party may terminate immediately if the other party becomes insolvent, makes an assignment for the benefit of creditors, or is subject to winding-up proceedings.

12. Effect of termination

• On termination or expiry, Customer retains access to Customer Data exports (CSV, PDF) for a 30-day export window. Within this window, Customer should export all data it requires.
• After the 30-day window, Seers will permanently delete Customer Data from production systems within 60 days, subject to any statutory retention obligations (see Privacy Notice §2).
• All fees accrued up to the effective date of termination remain payable. Seers' rights to outstanding amounts survive termination.
• Sections 7 (IP), 8 (Confidentiality), 12 (Effect of termination), 13 (Warranties), 14 (Liability), 15 (Indemnification), and 17 (Governing law) survive termination.

13. Warranties and disclaimers

Each party warrants that it has full authority to enter into these Terms. Seers further warrants that: (a) the Service will perform materially in accordance with the Documentation; and (b) Seers will implement reasonable security measures as described in the DPA.

Except for the express warranties above, the Service is provided "AS IS" and "AS AVAILABLE". To the maximum extent permitted by Indian law, Seers disclaims all implied warranties, including warranties of merchantability, fitness for a particular purpose, and non-infringement. Seers does not warrant that the Service will be error-free, uninterrupted, or that any specific statutory compliance outcome will be achieved.

14. Limitation of liability

To the maximum extent permitted by Indian law:

• Seers' total aggregate liability arising out of or relating to these Terms - whether in contract, tort (including negligence), statutory duty, or otherwise - is capped at the total fees paid by Customer in the 12 months immediately preceding the claim.
• Neither party is liable for indirect, incidental, special, consequential, or punitive damages, including loss of profits, loss of data, business interruption, or loss of goodwill - even if advised of the possibility of such damages.
• The limitations in this section apply regardless of the form or nature of the claim, and even if a remedy fails its essential purpose.
• Nothing in these Terms limits liability for: (a) death or personal injury caused by negligence; (b) fraud or fraudulent misrepresentation; or (c) any liability that cannot lawfully be limited under applicable Indian law.

15. Indemnification

• By Seers - Seers will defend and indemnify Customer against third-party claims that the Service, as provided, infringes a valid Indian intellectual property right, provided that Customer: (a) promptly notifies Seers in writing; (b) grants Seers sole control of the defence; and (c) reasonably cooperates with Seers. This indemnity does not apply if the claim arises from Customer's modification of the Service or combination with third-party products.
• By Customer - Customer will defend and indemnify Seers against third-party claims arising from: (a) Customer Data (including its collection or processing); (b) Customer's breach of these Terms; or (c) Customer's violation of applicable law.

16. Modifications to these Terms

Seers may modify these Terms at any time by posting an updated version and providing at least 14 days' advance notice via in-app notification to tenant owners. Continued use of the Service after the effective date constitutes acceptance. If Customer objects to a material change, Customer may terminate the subscription (without penalty for the remainder of any prepaid period) by notifying Seers before the effective date.

17. Governing law and jurisdiction

These Terms are governed by the laws of India. All disputes arising under or in connection with these Terms shall be subject to the exclusive jurisdiction of the courts of Bengaluru, Karnataka, India. For enterprise customers with arbitration clauses in their Order Form, the dispute resolution terms in the Order Form prevail. See also India Local Terms for the arbitration clause applicable to Indian customers.

18. Notices

Legal notices to Seers must be sent in writing to legal@seers.co.in or to Seers Pvt. Ltd., Bengaluru, Karnataka, India. Notices to Customer will be sent to the email address of the registered tenant Owner. Notices are deemed received on the business day following email transmission if no delivery failure is received.

19. General

• Entire agreement - These Terms (together with the DPA, SLA, any Order Form, and the India Local Terms where applicable) constitute the entire agreement between the parties with respect to the Service, and supersede all prior agreements, representations, and understandings.
• Severability - If any provision of these Terms is found unenforceable, it shall be modified to the minimum extent necessary to make it enforceable, and the remaining provisions shall continue in full force.
• Assignment - Customer may not assign these Terms or any rights hereunder without Seers' prior written consent. Seers may assign these Terms in connection with a merger, acquisition, or sale of all or substantially all of its assets, with notice to Customer.
• Waiver - No failure or delay by either party in exercising any right constitutes a waiver of that right.
• Relationship - The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, or employment relationship.