Terms of service

This draft is awaiting review by a lawyer. It is not yet in force. Items marked [TO CONFIRM] are for the lawyer or the company to settle.

1. Who these terms are between

These terms are between [TO CONFIRM: legal name, CIN and registered office of the company that sells Dexta] (“we”, “us”) and the company or firm that signs up for Dexta (the “customer”, “you”). The person accepting them confirms they can bind the customer.

Your order form says which Dexta apps you use, for how many people, for how long and at what price. If the order form and these terms disagree, the order form wins. Our data processing terms form part of these terms.

2. The service

• What you get. Access to the Dexta apps named in your order form, with updates as we release them.
• Two ways to run it. On our cloud in India (we run the servers), or on your own server under a licence (you run the servers, and we supply the software and its updates). The order form says which.
• Changes. We may improve or change the service. We will not remove a feature you rely on in the middle of a paid term without telling you first and agreeing a fair remedy. [TO CONFIRM]
• Trials and sandboxes. A trial or demo company is for evaluation, may be reset, and comes with no service levels.

3. Your accounts

You choose your administrators and who gets access. Keep sign-in details safe, use two-step sign-in where you can, and tell us at once if you think an account has been misused. You are responsible for what your users do in Dexta.

4. Fees and payment

• Fees: as set out in your order form. [TO CONFIRM: price list, per-employee or per-company basis, and minimums.]
• Invoices and payment: [TO CONFIRM: billing in advance, monthly or yearly, and payment within N days of invoice.]
• Taxes: fees are before GST, which we add at the applicable rate. If you must deduct tax at source, send us the certificate.
• Late payment: if an invoice stays unpaid [TO CONFIRM: N days] after we remind you, we may suspend the service after notice. We will not delete your data for non-payment without a further notice and a chance to export it.
• Renewals and price changes: [TO CONFIRM: automatic renewal, notice period for price changes, and how to cancel.]
• Set-up and migration: set-up, migration and training are charged as quoted. [TO CONFIRM]

5. Your data

• It stays yours. You own the data you and your people put into Dexta.
• How we handle it. We process personal data only on your instructions and as our data processing terms set out. You are the data fiduciary for your people’s data under the DPDP Act, 2023.
• Export. Your administrators can export all your company’s data from the Hub at any time.
• At the end. When the agreement ends, you have [TO CONFIRM: N days] to export your data. We then erase it from the live service at once and confirm it in writing; backup copies expire on their normal schedule, as our data processing terms describe.

6. Figures, forms and filings

Dexta works out payroll, tax deductions, statutory contributions, returns and financial statements from the data and settings you give it, under the rules as we understand them at the time.

• You remain responsible for checking what Dexta prepares, for the settings you choose, and for what you file, pay or sign.
• Dexta is software, not legal, tax or accounting advice. Use your own advisers where you need advice.
• When a law or rule changes, we aim to update Dexta promptly, and we tell customers what changed and from when. [TO CONFIRM: whether to commit to a time frame.]

7. Fair use

You agree not to: break the law using Dexta; upload malicious code; try to get into accounts or data that aren’t yours; test our security without written permission; overload the service on purpose; or resell Dexta without a partner agreement.

8. Other services you connect

Some features work with services you sign up for yourself, such as a GST Suvidha Provider for e-invoices, a bank-feed provider, a payouts provider, or an SMS or WhatsApp provider. Your contract with those providers governs them. We aren’t responsible for their availability or their charges.

9. Availability and support

• On our cloud: we aim to keep Dexta available and to back it up as described on our security page. [TO CONFIRM: service level, measurement, maintenance windows and service credits.]
• On your own server: you are responsible for the server, its network, its backups and keeping it up to date; we supply updates and support as the order form says.
• Support: [TO CONFIRM: hours, channels and response times.]

10. Confidentiality

Each of us will keep the other’s confidential information private, use it only for this agreement, and share it only with people who need it and are bound to keep it confidential. This doesn’t cover information that is public, already known, independently developed, or that the law requires to be disclosed.

11. Our software

We own Dexta and everything we build for it. You get the right to use it under these terms during your subscription; nothing else transfers to you. If you send us suggestions, we may use them freely.

12. Promises and limits

• We will provide the service with reasonable skill and care.
• Apart from that, and to the extent the law allows, the service is provided as it is, without other promises.
• Limit of liability: each party’s total liability under this agreement is limited to [TO CONFIRM: for example, the fees paid in the 12 months before the claim]. Neither party is liable for indirect or consequential loss, or for lost profits. [TO CONFIRM: exclusions from the cap, such as breach of confidentiality, data protection or fraud.]
• Indemnities: [TO CONFIRM: whether either party gives indemnities, for example for third-party intellectual property claims.]

13. Term and ending

• These terms run for the term in your order form and renew as it says.
• Either party may end the agreement if the other seriously breaks it and doesn’t put it right within [TO CONFIRM: 30] days of written notice.
• On ending, unpaid fees fall due, access stops after the export period in section 5, and sections 5, 10, 11, 12 and 15 continue.

14. Changes to these terms

We may update these terms. We will tell your administrators at least [TO CONFIRM: 30] days before a change that affects you takes effect. If you don’t agree, you may end the agreement before then.

15. Law and disputes

These terms are governed by the laws of India. [TO CONFIRM: whether disputes go first to negotiation or arbitration under the Arbitration and Conciliation Act, 1996, and its seat.] The courts at [TO CONFIRM: city] have exclusive jurisdiction.

16. Notices

Notices go to the addresses in the order form, or by email to the administrator contact on file. Our addresses are on our Contact page.