SaaS Subscription Agreement

1. Introduction

This SaaS Subscription Agreement ("Agreement") governs access to and use of NovaHR, a cloud-based human resources and workforce management platform operated by TradeNovaTech ("TradeNovaTech", "NovaHR", "we", "us" or "our").

By creating an account, purchasing a subscription, or using NovaHR, the customer ("Customer", "you" or "your") agrees to this Agreement.

2. Service

NovaHR provides cloud-based HR and workforce management functionality, which may include attendance management, GPS/geofencing, employee management, leave management, dashboards, notifications, reporting, administrative controls and related features.

Features may be added, modified, improved, suspended or discontinued from time to time. Material changes affecting subscribed functionality will be handled in accordance with applicable law and the terms of this Agreement.

3. Eligibility and Account

The Customer must provide accurate and current account information.

The Customer is responsible for:

• maintaining the confidentiality of account credentials;
• controlling access to its NovaHR account;
• assigning appropriate roles and permissions;
• ensuring that its users are authorised to access the Service; and
• all activity performed through its account, except to the extent caused by our breach of applicable security obligations.

The Customer must promptly notify us of suspected unauthorised access.

4. Subscription Plans and Fees

NovaHR subscription charges are based on the pricing displayed on the NovaHR website, checkout flow, order page or other applicable commercial documentation.

The applicable employee count and subscription amount will be determined according to the billing rules presented by NovaHR at the time of purchase.

Subscription charges must be paid through the payment methods made available by NovaHR, including supported payment gateways.

5. Demo / Trial Period

NovaHR may provide a demonstration or trial period for eligible customers.

A demo/trial does not automatically create a paid subscription unless the Customer completes a paid subscription transaction.

6. Subscription Term and Renewal

Unless otherwise stated, a paid subscription is provided for the period specified at purchase.

A new paid period may be added upon a successful renewal or new payment.

NovaHR may make subscription terms, pricing or plan structure changes prospectively by providing reasonable notice where required.

7. Payments and Taxes

All prices and charges are subject to the tax treatment applicable under Indian law.

Where any tax, levy, duty or statutory charge is legally applicable, the Customer is responsible for such amount unless otherwise expressly stated.

NovaHR does not represent that every displayed price includes or excludes a particular tax unless the applicable checkout, invoice or commercial documentation expressly states so.

8. Cancellation and Refunds

The Customer may cancel its subscription in accordance with the cancellation process made available by NovaHR.

Any refund, credit or adjustment shall be governed by the applicable refund/cancellation terms presented at the time of purchase, together with any rights that cannot legally be excluded.

Payment gateway charges, transaction reversals or failed-payment situations may be handled according to the applicable payment gateway's rules and the circumstances of the transaction.

9. Acceptable Use

Use of NovaHR is subject to the Acceptable Use Policy, which forms part of this Agreement.

The Customer must not use NovaHR for unlawful activities, unauthorised access, abuse of the Service, security attacks, fraudulent activity, circumvention of subscription controls, or misuse of another person's account or information.

10. Customer Data

The Customer retains responsibility for the personal and business information it uploads, creates or otherwise processes through NovaHR ("Customer Data").

The Customer represents that it has an appropriate legal basis and authority to provide Customer Data to NovaHR for processing.

Processing of Customer Data is additionally governed by the Data Processing Addendum (DPA) where applicable.

11. Privacy

NovaHR may process information necessary to provide, maintain, secure and improve the Service.

The processing of personal data is subject to applicable privacy and data-protection requirements.

12. Intellectual Property

NovaHR, its software, interface, branding, documentation and associated materials remain the property of TradeNovaTech or its licensors.

The Customer receives a limited, non-exclusive, non-transferable right to use NovaHR during the applicable subscription term solely for the Customer's internal business purposes.

No ownership rights are transferred to the Customer.

13. Restrictions

Except where expressly permitted by law, the Customer must not:

• copy or commercially redistribute NovaHR;
• reverse engineer or attempt to extract source code;
• interfere with the Service;
• bypass authentication, subscription or security controls;
• use automated methods to abuse the Service;
• resell access without written authorisation; or
• use NovaHR to develop a substantially competing service through unauthorised extraction of the Service.

14. Availability

NovaHR is provided as a hosted Service. Availability may be affected by scheduled maintenance, emergencies, infrastructure failures, third-party services, Internet connectivity, force majeure events and other circumstances described in the Service Level Agreement.

15. Suspension

NovaHR may suspend or restrict access where reasonably necessary to:

• protect the Service or other customers;
• address security incidents;
• investigate abuse;
• comply with law;
• address non-payment; or
• prevent material harm to the Service.

Where reasonably practicable, we will provide notice before or after suspension depending on the urgency of the situation.

16. Termination

Either party may terminate the Agreement in accordance with applicable subscription or contractual terms.

We may terminate or suspend the account for material breach, unlawful use, repeated abuse, fraud, security threats or prolonged non-payment.

Upon termination, Customer access may cease, subject to any legally required retention, export or deletion period.

17. Disclaimers

Except where expressly stated in this Agreement, NovaHR is provided on an "as available" basis.

NovaHR does not guarantee that the Service will be uninterrupted, error-free or suitable for every specific business requirement.

The Customer remains responsible for its HR policies, employment decisions, payroll decisions, statutory obligations and the accuracy of data entered into NovaHR.

18. Limitation of Liability

To the maximum extent permitted by applicable law, TradeNovaTech will not be liable for indirect, incidental, special, consequential or loss-of-profit damages arising from use of the Service.

Any specific liability cap, where legally appropriate, may be specified in an applicable order form or commercial agreement.

Nothing in this Agreement excludes liability that cannot lawfully be excluded or limited.

19. Governing Law

This Agreement is governed by the laws of India.

Subject to applicable law, disputes shall be subject to the jurisdiction of the competent courts in India.

20. Changes

We may update this Agreement from time to time. Updated versions will be published through NovaHR or otherwise communicated as appropriate.

Continued use after the effective date of an updated Agreement constitutes acceptance to the extent permitted by law.

21. Contact