Draft, not legal advice. This is a starting-point template, not a substitute for review by a qualified lawyer — especially the sections on liability, data processing, and DPDP Act 2023 compliance. Have it reviewed before relying on it with a real external client.

Terms of Service

Last updated: [Effective Date] · Version 1.0

1. Who this agreement is between

These Terms govern use of Udayly ("the Service"), provided by [Your Company Legal Name] ("Udayly", "we", "us") to the organization that has signed up for or been provisioned an account ("Customer", "you"). By creating an account, provisioning users, or otherwise using the Service, you agree to these Terms on behalf of your organization.

2. What the Service is

Udayly is multi-tenant HR management software: employee records, attendance, leave, payroll (India statutory PF/ESI/Professional Tax/TDS estimates), recruitment, performance reviews, letters, an internal announcements/social feed, and related tools, accessed over the web.

3. Data roles — who is responsible for what

Under India's Digital Personal Data Protection Act, 2023 ("DPDP Act"), the Customer is the Data Fiduciary for its employees' personal data — the Customer decides why and how that data is processed, and is responsible for having a lawful basis (typically employee consent or a certified purpose such as employment) and for notifying its employees accordingly. Udayly acts as a processor of that data on the Customer's instructions, as configured through the Service.

4. Customer responsibilities

  • Ensure you have a lawful basis to enter your employees' personal data into the Service, and that your employees have been informed as required by applicable law.
  • Keep login credentials confidential; you are responsible for activity under your accounts.
  • Do not use the Service for any unlawful purpose or to store data you are not authorized to hold.
  • Configure and maintain any linked email account (Email Settings) you choose to connect — Udayly is not responsible for mail delivery once handed to your configured SMTP provider.

5. Payroll figures are estimates

PF, ESI, Professional Tax, and TDS figures calculated by the Service are practical approximations intended for MSME payroll and are provided "as is." They are not a substitute for review and sign-off by a qualified chartered accountant before use in real statutory filings.

6. Data ownership and deletion on termination

The Customer owns the data it enters into the Service. On termination of an account, the Customer may request export of its data within [X days], after which Udayly will delete the Customer's data from active systems within [X days], subject to any legal obligation to retain it longer.

7. Limitation of liability

The Service is provided "as is" without warranties of any kind. To the maximum extent permitted by law, [Your Company Legal Name] is not liable for indirect, incidental, or consequential damages arising from use of the Service, including statutory/compliance errors arising from reliance on calculated figures without independent professional review.

8. Changes to these Terms

We may update these Terms from time to time. Material changes will be notified to account administrators in advance of taking effect.

9. Governing law

These Terms are governed by the laws of India, without regard to conflict-of-law principles.

10. Contact

Questions about these Terms: [legal@yourcompany.com]

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