DervoGlobalTECHNOLOGIES

Dervo Software Subscription Agreement

These terms apply to subscriptions to Dervo CRM and Dervo HR & Payroll. They are between Dervo Global Technologies, a proprietorship firm based in Perambalur, Tamil Nadu, India, GSTIN 33KJPPK9822Q1Z3 (Dervo), and the business that subscribes (Customer). The Customer accepts them by signing an order form, by accepting them in writing (including by email), or by starting a paid subscription.

1. Order details

The Customer's plan, fees, number of employees included, setup fee, discounts, web address, free trial period and start date are set out in its order form or quotation from Dervo. Current plans and prices are shown on our pricing page.

2. The service

Dervo provides the Customer with its own private copy of the Dervo software for the chosen plan (the Service), hosted by Dervo, with a separate database used only for the Customer's data.

• Included: hosting, daily backups, security updates, product improvements released to all customers, and the features of the chosen plan as shown on the pricing page on the start date.
• Setup (if ordered): creating the copy, entering company details, importing data the Customer provides in Excel or CSV, and one online training session.
• Support: by email and WhatsApp on working days (Monday to Friday, 10:00 to 18:00 India time, excluding public holidays).
• Not included unless agreed in writing: custom features, integrations with other software, on-site visits, tax filing, accounting or legal advice.
• Users: the Customer may create logins for its own staff, employees and clients. The Customer is responsible for every login it creates.

3. Free trial

The free trial lasts 30 days from the day the Customer receives its sign-in details, unless the order form says otherwise.

• No payment or card is needed during the trial.
• At the end of the trial, the Customer either starts the paid subscription or tells Dervo it does not wish to continue.
• If the Customer does not continue, Dervo will, on request within 15 days, send an export of the data entered during the trial, and will then delete the trial copy and its database within 30 days of the trial ending.

4. Fees and payment

• Fees: as in the order form. GST at the applicable rate (currently 18%) is added to every invoice.
• Invoicing: subscription fees are invoiced in advance at the start of each billing cycle; any setup fee is invoiced on signing.
• Payment: within 15 days of the invoice date, by bank transfer or UPI to the account shown on the invoice.
• Late payment: if an invoice is unpaid 30 days after its due date, Dervo may suspend access after giving 7 days' written notice. Access is restored once payment is received. Data is not deleted because of a suspension.
• Additional employees (Business plan): counted on the last day of each month and invoiced with the next cycle.
• Price changes: Dervo may change prices for the next renewal by giving at least 30 days' written notice. Prices do not change during a paid period.
• TDS: if the Customer deducts TDS, it must deposit it on time and share the certificate each quarter.
• Refunds: fees already paid are not refunded, except as stated in section 11.

5. Customer responsibilities

The Customer will:

1. Keep passwords confidential, turn on two-step verification for admin logins, and remove logins of people who leave.
2. Enter accurate data and have the legal right to store the personal data it enters, including employee and client details.
3. Use the Service only for its own lawful business, and not resell it, copy the software, or try to access other customers' systems.
4. Not upload malicious files or use the Service to send spam.
5. Tell Dervo promptly about any suspected unauthorised access.

6. Customer data

The Customer owns all data it enters into the Service (Customer Data). Dervo owns the software and may improve it, but gains no rights to Customer Data other than to provide the Service.

• Export: the Customer can download its CRM and HR data as backup files at any time from inside the Service.
• Backups: Dervo keeps daily backups of the Customer's database for at least 7 days.
• Restore: on request, Dervo will try to restore data from the latest available backup. Restoring after the Customer's own mistake may be charged as agreed in advance.
• Location: Customer Data is stored on servers of Dervo's hosting provider.

7. Data protection and confidentiality

For personal data in Customer Data, the Customer is the Data Fiduciary and Dervo is its Data Processor under the Digital Personal Data Protection Act, 2023 and its rules. Dervo will:

1. Process personal data only to provide the Service and on the Customer's documented instructions.
2. Keep it confidential and allow access only to Dervo staff who need it to provide support, bound by confidentiality.
3. Protect it with reasonable security safeguards, including encrypted connections (HTTPS), hashed passwords, optional two-step verification and daily backups.
4. Not sell or share it, and not use it to train AI models or for marketing.
5. Tell the Customer without undue delay, and within 72 hours where possible, after becoming aware of a personal data breach affecting Customer Data, and help the Customer meet its own reporting duties.
6. Help the Customer respond to requests from individuals (access, correction, erasure) by giving the tools or support needed.
7. Use sub-processors only for hosting, email delivery and (if switched on) AI features, and list them on request.
8. Delete or return personal data at the end of the agreement as in section 11.

Each party will keep the other's non-public business information confidential during this agreement and for 3 years after it ends.

8. Availability and support

Dervo aims to keep the Service available 99% of the time in each calendar month, excluding planned maintenance and problems with the hosting provider or the internet outside Dervo's control. Planned maintenance is done outside 9:00 to 19:00 India time where possible, with notice for anything longer than 1 hour.

If the Service is unavailable for more than 24 hours in a month for reasons within Dervo's control, the Customer gets a credit of one-tenth of that month's fee on its next invoice for each full day lost.

9. Tax and payroll calculations

The Service calculates GST, PF, ESI, professional tax, TDS and similar amounts using the rules and rates Dervo understands to apply, and the settings the Customer enters. Laws and rates change, and every business's situation is different.

• The Customer is responsible for checking the amounts, filing returns, and paying taxes and contributions correctly and on time, preferably with its chartered accountant.
• The Service is a software tool, not tax, legal or accounting advice.
• When Dervo learns of a rule change, it will update the Service within a reasonable time and tell customers about important changes.

10. Warranties and liability

• Dervo warrants that it will provide the Service with reasonable skill and care, and that the Service will work materially as described for the chosen plan. If it doesn't, Dervo will fix it, or the Customer may end the agreement under section 11.
• No other warranties: except as written here, the Service is provided as it is, without other promises such as being error-free or uninterrupted.
• Liability cap: each party's total liability under this agreement is limited to the fees the Customer paid in the 12 months before the claim.
• No indirect losses: neither party is liable for loss of profit, business or goodwill, or for indirect losses.
• Not limited: the cap does not apply to the Customer's duty to pay fees, to breach of confidentiality, or to liability that cannot be limited by law.
• Customer indemnity: the Customer will cover Dervo's reasonable costs from a third-party claim caused by data the Customer had no right to upload or by the Customer's misuse of the Service.

11. Term, cancellation and exit

• Term: starts on the start date in the order form and renews automatically for the same billing cycle unless either party cancels.
• Cancellation by the Customer: monthly plans with 15 days' written notice before the next cycle; yearly plans before the renewal date. No refund for the unused part of a paid period.
• Cancellation by Dervo: with 30 days' written notice; Dervo refunds the unused part of any prepaid fees.
• For breach: either party may end the agreement if the other seriously breaches it and does not fix the breach within 15 days of written notice. If the Customer ends it because of Dervo's breach, Dervo refunds the unused part of prepaid fees.
• Exit: for 30 days after the agreement ends, the Customer can sign in to export its data (or ask Dervo to send the backup files). Dervo then deletes the Customer's copy, database and backups within the following 30 days, and confirms deletion in writing, unless the law requires Dervo to keep something.

12. General

• Governing law and courts: the laws of India; the courts at Perambalur, Tamil Nadu have jurisdiction. The parties will first try to settle any dispute by discussion for 30 days.
• Notices: by email to the addresses in the order form (for Dervo: Info@dervoglobal.com).
• Changes: changes to an agreement must be in writing and accepted by both parties. Dervo may update product features as long as the plan's core functions stay available.
• Force majeure: neither party is responsible for delays caused by events outside its reasonable control.
• Entire agreement: these terms and the order form are the whole agreement for the Service.
• Assignment: neither party may transfer the agreement without the other's consent, except Dervo to a successor company that takes over the business (for example if Dervo becomes a private limited company), with notice to the Customer.

Questions about these terms: email Info@dervoglobal.com.