Terms of Service & SaaS Agreement

1. Agreement and Acceptance

These Terms of Service ("Terms" or "Agreement") constitute a legally binding agreement between Cedron Technologies Pvt. Ltd. ("Cedron", "Ticktil", "Company", "we", "us", or "our") and the customer, business entity, or individual accessing or using Ticktil ("Customer", "Subscriber", "you", or "your").

These Terms govern your access to and use of Ticktil HRMS, including its websites, cloud software, APIs, integrations, applications, and Ticktil AI Copilot (collectively, the "Services").

By creating an account, registering for a free trial, subscribing to a plan, checking an "I Agree" checkbox, electronically executing an Order Form, completing an online checkout payment, or otherwise accessing or using the Services, you agree to these Terms. Such electronic acceptance constitutes a valid and binding electronic contract under the Information Technology Act, 2000.

If you are accepting these Terms on behalf of a company or other legal entity, you represent and warrant that you have full legal authority to bind that entity to this Agreement.

These Terms apply together with any applicable Order Form, pricing page, Privacy Policy, Data Processing Addendum ("DPA"), Service Level Agreement ("SLA"), Acceptable Use Policy, or other terms expressly incorporated into this Agreement.

2. Eligibility and Authorized Use

2.1 The Services are intended for lawful business and organizational use.

2.2 Customer may permit its employees, contractors, consultants, or other authorized personnel to use the Services within the limits of its applicable subscription.

2.3 Customer is responsible for:

• (a) maintaining the confidentiality of account credentials;
• (b) controlling access by its Authorized Users;
• (c) ensuring that Authorized Users comply with these Terms; and
• (d) all activity conducted through Customer accounts, except to the extent caused by Cedron's breach of its security obligations.

2.4 Customer must provide accurate registration, billing, organizational, and account information and keep such information reasonably current.

3. Subscription, Free Trial and Billing

3.1 Ticktil is provided as a subscription-based Software-as-a-Service ("SaaS") platform.

3.2 Current subscription plans, employee pricing, minimum commitments, applicable taxes, included modules, and billing periods are published on the applicable Ticktil pricing page or Order Form.

3.3 Ticktil may offer a 14-day free trial or other trial period. Trial terms may include access to features that may otherwise require a paid subscription.

3.4 Unless otherwise expressly stated, the free trial does not require a payment commitment solely for starting the trial.

3.5 At the end of a trial, continued access to paid functionality requires the Customer to subscribe to an applicable paid plan.

3.6 Subscription fees are non-refundable once billed, except where:

• (a) a refund is required by applicable law;
• (b) an applicable Order Form expressly provides otherwise; or
• (c) Cedron is unable to provide the subscribed Services due to a material failure attributable to Cedron.

3.7 Customer is responsible for applicable taxes, including Goods & Services Tax (GST), unless otherwise expressly stated.

3.8 Customer remains responsible for all undisputed fees incurred before cancellation, suspension, or termination.

3.9 Failure to pay amounts when due may result in suspension or termination in accordance with these Terms.

4. Plan Changes and Pricing

4.1 Customer may change its subscription plan where such functionality is made available by Ticktil.

4.2 Changes to a subscription may result in changes to applicable fees, employee limits, included modules, billing cycles, or other commercial terms.

4.3 Cedron may introduce new plans, modify existing plan structures, or discontinue plans from time to time.

4.4 Changes to pricing for an existing paid subscription will apply from the next applicable renewal or billing period unless otherwise agreed in writing or required by law.

4.5 Where reasonably practicable, Cedron will provide advance notice of material pricing changes affecting an existing paid subscription.

5. Product Development, Modifications and Updates

5.1 Ticktil is a continuously evolving SaaS product. Cedron reserves the complete right to modify, enhance, update, redesign, replace, deprecate, or discontinue features, functionality, user interfaces, integrations, APIs, infrastructure, or other components of the Services from time to time.

5.2 Such changes may be made for reasons including: (a) product development; (b) security; (c) reliability; (d) performance; (e) legal or regulatory requirements; (f) third-party dependency changes; (g) infrastructure changes; or (h) operational requirements.

5.3 Cedron may deploy security patches, bug fixes, infrastructure changes, schema migrations, and performance improvements without prior notice where reasonably necessary.

5.4 Cedron does not guarantee that any particular feature, workflow, interface, integration, or functionality will remain available indefinitely.

5.5 Where a change materially and substantially reduces the core functionality of a paid subscription, Cedron will use commercially reasonable efforts to provide reasonable advance notice where practicable.

5.6 Nothing in this section limits any rights that cannot lawfully be excluded under applicable law.

6. Service Availability and Maintenance

6.1 The Services are provided on an "AS IS" and "AS AVAILABLE" basis, subject to any applicable SLA.

6.2 Cedron may perform scheduled or emergency maintenance, upgrades, infrastructure changes, security remediation, or other operational activities that may temporarily affect availability.

6.3 Cedron will use commercially reasonable efforts to minimize avoidable disruption.

6.4 Temporary unavailability caused by maintenance, emergency events, third-party infrastructure failures, internet disruptions, force majeure events, or circumstances outside Cedron's reasonable control will not by itself constitute a breach of this Agreement, nor subject Cedron to any penalty.

6.5 Enterprise customers may receive additional service levels or support commitments where expressly stated in an applicable Order Form or SLA.

7. Customer Data and Data Protection

7.1 Customer retains ownership of data, records, documents, employee information, payroll information, and other content submitted to or stored in Ticktil by or on behalf of Customer ("Customer Data").

7.2 Customer grants Cedron a limited, non-exclusive right to access, host, process, transmit, store, reproduce, and otherwise use Customer Data solely as reasonably necessary to: (a) provide and operate the Services; (b) provide customer support; (c) maintain security; (d) prevent fraud or abuse; (e) troubleshoot and improve reliability; and (f) comply with applicable law.

7.3 Cedron will not sell Customer Data for advertising or unrelated commercial purposes.

7.4 Cedron will maintain reasonable technical and organizational safeguards designed to protect Customer Data against unauthorized access, disclosure, alteration, or destruction.

7.5 Ticktil uses logical multi-tenant isolation mechanisms to separate Customer Data between organizations.

7.6 Customer is responsible for ensuring that it has all necessary rights, notices, consents, permissions, and lawful bases required to collect and process personal data submitted to Ticktil under the Digital Personal Data Protection Act, 2023 ("DPDPA") and other applicable data protection laws.

7.7 Where applicable, processing of personal data on Customer's behalf will additionally be governed by the Ticktil Data Processing Addendum ("DPA").

7.8 Cedron may use service providers and infrastructure providers to operate the Services, subject to appropriate contractual and security controls.

7.9 Cedron may process technical, operational, and aggregated telemetry for security, diagnostics, performance, service improvement, and analytics, provided such use does not disclose Customer Data.

8. Data Export and Deletion

8.1 During an active subscription, Customer may access and export Customer Data using standard export tools in Ticktil.

8.2 Following termination or expiration of a subscription, Customer may request an export of available Customer Data within thirty (30) days.

8.3 After the applicable retention period, Cedron may delete or anonymize Customer Data from active production databases.

8.4 Customer Data may remain temporarily in encrypted backups or disaster-recovery systems until those backups are overwritten in accordance with Cedron's normal retention procedures.

8.5 Cedron may retain records where required for legal, regulatory, security, fraud-prevention, statutory tax compliance, or dispute-resolution purposes.

9. Confidentiality

9.1 Each party may receive non-public information belonging to the other party ("Confidential Information").

9.2 Confidential Information includes business, employee, payroll, financial, technical, security, architectural, and commercial information reasonably understood to be confidential.

9.3 The receiving party shall: (a) use Confidential Information solely to perform under this Agreement; (b) protect it using reasonable safeguards; and (c) disclose it only to personnel, professional advisers, or contractors with a need to know under equivalent confidentiality restrictions.

9.4 Confidentiality obligations do not apply to information that is publicly known without breach, already known, independently developed, or rightfully received from a third party.

9.5 Disclosure is permitted where required by court order, law, or regulatory authority, with prompt notice to the other party where legally permissible.

10. Customer Responsibility for HR, Payroll and Legal Compliance

10.1 Ticktil is software for HR administration, workflow automation, payroll processing, attendance management, employee management, and related business operations.

10.2 Ticktil does not provide certified legal, tax, accounting, financial, employment, or professional HR advice.

10.3 Customer remains solely responsible for determining the legality and appropriateness of its employment practices, payroll decisions, employee actions, statutory filings, and workplace policies.

10.4 Customer's authorized HR, finance, payroll, tax, and legal personnel must review and approve all payroll runs, statutory deductions (Provident Fund/EPF, ESI, Professional Tax, TDS Section 115BAC), payslips, employee records, and full-and-final settlements before actual disbursement or regulatory filing.

10.5 Cedron does not warrant that Customer's specific workplace configurations, salary inputs, policies, or statutory interpretations will satisfy statutory labor audits.

10.6 Customer is solely responsible for providing accurate employee, attendance, salary, tax, and leave records.

11. Ticktil AI Copilot

11.1 Ticktil AI Copilot is an AI-assisted capability available with applicable subscription plans.

11.2 AI-generated responses, summaries, policy citations, classifications, screening outputs, and drafts are probabilistic machine-learning generations and may contain inaccuracies.

11.3 Customer must review and validate AI-generated output before relying upon it for employment, payroll, disciplinary, recruitment, compensation, or compliance decisions.

11.4 Ticktil AI Copilot is intended exclusively for workplace and HRMS operations within Customer's organization.

11.5 Customer shall not use AI Copilot for unrelated general-purpose, personal, recreational, or unlawful tasks.

11.6 Cedron reserves the right to apply automated organization-level rate limits, burst throttling, concurrency quotas, and usage monitoring to preserve infrastructure resilience.

11.7 Cedron may change, replace, tune, or upgrade underlying AI models, providers, context parameters, or tool integrations at any time.

11.8 Cedron does not represent that AI-generated output is always accurate, complete, or suitable for specific legal or employment actions.

11.9 Customer Data submitted to Ticktil AI Copilot is processed solely to generate responses for Customer within its tenant boundary and is NOT used to train public foundational third-party AI models.

12. Acceptable Use

Customer shall not:

• (a) reverse engineer, decompile, or attempt to derive source code from the Services;
• (b) circumvent authentication, tenant isolation, rate limits, or security controls;
• (c) attempt to access another organization's data or resources;
• (d) conduct unauthorized penetration testing or vulnerability scans without prior written consent;
• (e) upload malware, viruses, or malicious payloads;
• (f) use the Services for fraudulent or unlawful activities;
• (g) resell, sublicense, or commercially exploit the platform without authorization;
• (h) interfere with the security or availability of the platform; or
• (i) use Ticktil AI Copilot outside its permitted HRMS domain.

13. Security and Account Responsibility

13.1 Customer shall maintain appropriate security practices for its credentials and Authorized Users.

13.2 Customer shall promptly notify Cedron of suspected unauthorized access, credential compromise, or security incidents.

13.3 Cedron may take immediate protective measures, including temporarily restricting access to address security threats, suspected abuse, or material operational risks.

14. Suspension

14.1 Cedron may suspend access where reasonably necessary due to: (a) overdue undisputed payments; (b) material breach; (c) suspected fraud; (d) security threats; (e) service abuse; or (f) legal/regulatory orders.

14.2 Where practicable, Cedron will provide notice and opportunity to cure before suspension.

14.3 Immediate suspension may occur where required to protect security, Customer Data, or platform integrity.

14.4 Access will be restored promptly after the cause of suspension has been resolved.

15. Termination

15.1 Customer may cancel its subscription in accordance with billing settings.

15.2 Either party may terminate for material breach remaining uncured after 30 days written notice.

15.3 Cedron may terminate or suspend access immediately where continued operation presents material legal, fraud, or security risks.

15.4 Upon termination, user rights cease, fees incurred remain payable, and data export may be requested in accordance with Section 8.

16. Intellectual Property

16.1 Cedron and its licensors retain all rights, title, and interest in Ticktil, its software, algorithms, UI designs, code, documentation, and trademarks.

16.2 Customer acquires only a limited subscription right for the duration of its paid term.

16.3 Customer retains complete ownership of Customer Data.

16.4 Voluntary feedback or suggestions may be incorporated by Cedron without restriction or royalty obligations.

17. Third-Party Services and Integrations

17.1 Ticktil may integrate with cloud infrastructure (e.g., AWS, Cloudflare), payment gateways (Razorpay), communication channels, and AI providers.

17.2 Cedron is not liable for disruptions caused solely by third-party services outside its reasonable control.

17.3 Cedron may replace third-party providers where reasonably necessary for security, performance, or operational resilience.

18. Warranties and Disclaimers

18.1 To the maximum extent permitted by law, the Services are provided strictly on an "AS IS" and "AS AVAILABLE" basis.

18.2 Cedron disclaims all express, implied, statutory, or other warranties, including merchantability, fitness for a particular purpose, non-infringement, error-free operation, or legal compliance.

19. Indemnification

19.1 Customer Indemnity: Customer shall defend, indemnify, and hold harmless Cedron, its officers, directors, and employees against third-party claims, liabilities, damages, and legal costs arising from: (a) Customer's breach of these Terms; (b) Customer Data; (c) violation of labor, employment, or tax laws; or (d) employment or termination actions taken by Customer's management.

19.2 Cedron IP Indemnity: Cedron shall defend Customer against third-party claims alleging that Customer's authorized use of Ticktil directly infringes a third-party intellectual property right, subject to standard exceptions (customer modifications, unauthorized combinations, or continued use after replacement).

20. Limitation of Liability and Complete Immunity from Penalties

20.1 Disclaimed Damages & Zero Penalties: TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING LOSS OF REVENUE, PROFITS, DATA, GOODWILL, OR BUSINESS INTERRUPTION. UNDER NO CIRCUMSTANCES SHALL CEDRON BE SUBJECT TO ANY FINANCIAL PENALTIES, LIQUIDATED DAMAGES, SERVICE CREDITS, OR STATUTORY FINES INCURRED BY CUSTOMER.

20.2 Exclusions: Cedron shall not be liable for losses caused by: (a) inaccurate Customer data; (b) Customer employment decisions; (c) statutory tax filings; (d) external cloud outages; (e) credential misuse; or (f) force majeure events.

20.3 Aggregate Liability Cap: CEDRON'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE SERVICES SHALL NOT EXCEED THE SUBSCRIPTION FEES ACTUALLY PAID BY CUSTOMER TO CEDRON FOR THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

20.4 Free Trial Users: For Customers using free trials or unpaid tiers, Cedron's aggregate liability shall be precisely zero (₹0).

21. Force Majeure

Neither party shall be liable for delay or failure in performance (except payment) due to circumstances beyond reasonable control, including natural disasters, war, telecom/internet outages, major cloud-provider downtime, cyber incidents beyond reasonable security standards, or governmental directives.

22. Privacy

22.1 Use of the Services is subject to the Ticktil Privacy Policy and Data Processing Addendum.

22.2 Customer is responsible for providing legally required privacy notices to its employees and candidates whose personal information is stored in Ticktil.

23. Changes to These Terms

23.1 Cedron may update these Terms to reflect service enhancements, legal changes, or operational adjustments.

23.2 Updated Terms will be published on the website. Material changes affecting paid subscriptions will apply from the next billing cycle, unless immediate adoption is required for legal or security reasons.

23.3 Continued use after the effective date of updated Terms constitutes acceptance.

24. Notices

Notices may be communicated via email, in-app notifications, account dashboards, or published website updates. Legal notices to Cedron must be sent in writing to contact@cedrontech.in.

25. Assignment

Customer may not assign this Agreement without prior written consent, except in connection with a corporate merger or sale of substantially all assets. Cedron may assign this Agreement to an affiliate or corporate successor.

26. Severability

If any provision is found invalid or unenforceable by a competent court, it shall be reformed to the minimum extent necessary, and all remaining provisions shall continue in full force and effect.

27. Waiver

Failure by either party to exercise any right under these Terms shall not be deemed a waiver of that or any other right.

28. Entire Agreement and Order of Precedence

These Terms, together with any executed Order Form, DPA, SLA, and Privacy Policy, constitute the complete agreement between the parties. In the event of a direct conflict: (1) a signed Order Form governs commercial terms; (2) the DPA governs data processing; (3) an executed SLA governs service levels; and (4) these Terms govern all other matters.

29. Governing Law and Dispute Resolution

29.1 Governing Law: These Terms shall be governed by and construed in accordance with the laws of India.

29.2 Dispute Resolution: The parties shall first attempt in good faith to resolve any dispute through informal business discussions between authorized executive officers.

29.3 Exclusive Jurisdiction: If unresolved, disputes shall be subject to the exclusive jurisdiction of the competent courts in Chennai, Tamil Nadu, India.

29.4 Equitable Relief: Nothing prevents either party from seeking urgent injunctive relief to protect intellectual property, customer data, or confidential assets.

30. Contact Information

Cedron Technologies Pvt. Ltd.
Email: contact@cedrontech.in
Website: cedrontech.in
Product: Ticktil HRMS (ticktil.com)

31. Survival

Provisions that by their nature should survive termination shall remain in effect, including Section 3 (Payment Obligations), Section 7 (Customer Data Ownership), Section 9 (Confidentiality), Section 16 (Intellectual Property), Section 19 (Indemnification), Section 20 (Limitation of Liability), Section 29 (Governing Law & Jurisdiction), and Section 31 (Survival).