Terms and Conditions

Terms of Use

Last Updated: 19^th July, 2026

1. INTRODUCTION

These Terms of Service and the Privacy Notice, Privacy Policy, below (together, these "Terms") form a contract between You and AIT GLOBAL INDIA PRIVATE LIMITED (referred to as "Us", "We", "Our", "Company", or “NIRAXO”) and govern Your right to access the Websites and the use of and access to the Services by You, Your Affiliates, Users, and Employees as part of a Subscription during the Term. By accessing or using the Services or Websites or authorizing or permitting any User or Employee to access or use the Services or Websites, You are agreeing to be bound by these Terms. In the event of a conflict between these Terms of Service and Our Privacy Notice, these Terms of Service shall prevail. If You are using Our Services for an organization, You are agreeing to these Terms on behalf of that organization and in these Terms, "You" or "Your" refers to that organization. If You do not have such authority, or if You do not agree with these Terms, You must not accept these Terms and should not access or use the Services and/or Websites.

2. DEFINITIONS

"Account" means the NIRAXO HRMS account created for your organization to access and use the Services.

"Administrator" means the individual designated by You to manage Your Account, User access, and Employee data within the Services.

"Applicable Data Protection Laws" means all applicable laws and regulations relating to the processing of Personal Data, including but not limited to the Digital Personal Data Protection Act, 2023 (DPDPA), the General Data Protection Regulation (GDPR), and any other applicable privacy and data protection laws in force from time to time.

"Client Data" means all electronic data, information, and content submitted to, stored in, or processed through the Services by or on behalf of Client, including but not limited to Employee Personal Data.

"Controller" and "Processor" have the meanings given under Applicable Data Protection Laws.

"Data Processing Addendum" or "DPA" means the separate data processing agreement that governs the processing of Personal Data under these Terms, incorporated by reference and available at [URL].

"Documentation" means the user guides, technical manuals, help documentation, and other materials provided by NIRAXO relating to the Services, as updated from time to time.

"Employee" means individuals whose Personal Data is processed through the Services as part of Your human resource management activities, including current employees, former employees, contractors, and job applicants.

"End-Customer" means Your customers or clients who may interact with or receive services that utilize the NIRAXO Platform.

"HRMS" means the Human Resource Management System platform provided by NIRAXO.

"Personal Data" means any information relating to an identified or identifiable natural person as defined under Applicable Data Protection Laws.

"Platform" means the NIRAXO HRMS software platform and related applications, tools, and services provided under these Terms.

"Privacy Notice" means Our privacy policy available at [URL], as updated from time to time.

"Services" means the NIRAXO HRMS Platform and related cloud-based software-as-a-service offerings, including but not limited to payroll management, employee management, attendance tracking, compliance management, and related functionalities provided under these Terms.

"Subscription" means Your subscription to the Services under a specific plan or package as outlined in the applicable Order Form or service agreement.

"Term" means the period during which these Terms are in effect, commencing on the date You first access or use the Services and continuing until terminated in accordance with these Terms.

"User" means individuals authorized by You to access and use the Services on behalf of Your organization, including but not limited to HR personnel, administrators, managers, and other authorized personnel.

"Websites" means the websites operated by NIRAXO, including but not limited to [primary website URL] and any related subdomains, mobile applications, and online portals.

3. ACCEPTANCE AND AUTHORITY

Organizational Use: If You are entering into these Terms on behalf of an organization, You represent and warrant that You have the legal authority to bind such organization to these Terms, and that You have read and understood these Terms on behalf of such organization.

Individual Capacity: If You are an individual user accessing the Services, You represent and warrant that You are at least eighteen (18) years of age and have the legal capacity to enter into these Terms.

Acceptance Methods: You may accept these Terms by: (a) clicking "I Accept," "I Agree," or similar acceptance mechanisms; (b) accessing or using the Services or Websites; or (c) authorizing or permitting any User or Employee to access or use the Services or Websites.

Binding Effect: Upon acceptance, these Terms shall be binding upon You, Your Affiliates, Users, Employees, and any other individuals or entities acting on Your behalf in connection with the Services.

4. MODIFICATION OF TERMS

Right to Modify: We reserve the right to modify, update, or revise these Terms at any time at Our sole discretion.

Notice of Changes: We will notify You of material changes to these Terms by posting the updated Terms on Our Website and sending notice to Your primary account email address at least thirty (30) days before the effective date of such changes, except where changes are required by law, in which case We may provide shorter notice.

Acceptance of Modified Terms: Your continued use of the Services after the effective date of any modified Terms constitutes Your acceptance of such modified Terms. If You do not agree to the modified Terms, You must discontinue use of the Services and may terminate Your Subscription in accordance with the termination provisions herein.

Current Version: The current version of these Terms will always be available on Our Website, and We recommend that You review these Terms periodically.

5. USE OF THE PLATFORM

Subject to these Terms and your ongoing compliance, NIRAXO grants you a limited, non-exclusive, non-transferable, and revocable access to use the Platform solely for your internal business purposes.

You shall not, and shall not permit others to:

(a) Use the Platform for any unlawful, unauthorized, or fraudulent purpose;

(b) Copy, modify, distribute, sell, lease, or sublicense any part of the Platform;

(c) Reverse engineer, decompile, disassemble, or seek to derive source code from the Platform;

(d) Interfere with or disrupt the integrity, security, or performance of the Platform;

(e) Transmit viruses, malware, or other malicious code;

(f) Attempt unauthorized access to Platform systems or networks.

6. ELIGIBILITY AND REGISTRATION.

Eligibility: To use the Service, you must: a) Be a business entity or organization. b) Have the legal capacity to enter into these Terms, c) Not be prohibited from using the Service under applicable laws

Account Registration and Initial Configuration: The first step in using the HRMS portal is account registration. An authorized representative of the organization signs up by providing accurate and complete organization details, such as company name, registered address, and primary contact information. The portal may require business verification, such as confirming the business email or uploading statutory documents. Upon successful registration, the primary account holder is designated as the Account Administrator, who is responsible for setting up the company’s HRMS environment.

Securing Account Credentials: Account security is paramount. The Administrator must create secure login credentials and is encouraged to enable two-factor authentication for enhanced protection. The Administrator is responsible for maintaining the confidentiality of all access information, and for monitoring any activity conducted under the organization’s account. The portal maintains audit logs of all significant actions to support security and traceability.

Adding and Managing Authorized Users: Once initial setup is complete, the Administrator can invite additional users—such as HR managers, payroll officers, or IT support—by providing their email addresses. Each invited user receives an invitation to register and set up their individual credentials. The Administrator assigns roles and permissions to each user based on their job functions, ensuring that only authorized individuals have access to sensitive modules and data.

Employee Onboarding: The HRMS portal streamlines employee onboarding. HR personnel can add or bulk-import employee profiles, capturing all necessary personal, job, and statutory information. Essential documents, such as offer letters and government IDs, can be uploaded and stored securely. The platform automates onboarding tasks, ensuring that new employees complete required forms and that internal teams are notified of upcoming joiners.

Attendance and Leave Management: Employees can record their attendance by checking in and out via web or mobile applications. The portal supports integration with biometric devices for automated tracking. Leave requests are managed online—employees apply for leave, managers review requests, and approvals are tracked within the system. HR can configure custom attendance and leave policies to match organizational requirements.

Payroll Processing: Payroll setup is handled by configuring salary structures, benefits, and statutory deductions. The HRMS automates payroll calculations, accounting for employee attendance, leave balances, and applicable statutory compliances such as tax deductions and provident fund contributions. Employees can securely access their salary slips and payroll statements through their self-service dashboard.

Employee Self-Service: Individual employees have access to a self-service portal, allowing them to view and update their personal information, download payslips, submit reimbursement claims, and request documents. This empowers employees and reduces administrative overhead for HR teams.

Performance Management: The HRMS supports setting up performance goals and periodic appraisal cycles. Employees and managers can participate in goal-setting and feedback sessions. The platform facilitates 360-degree reviews and automates reminders for performance evaluation cycles, supporting a transparent and continuous performance culture.

Reports and Analytics: Administrators and managers have access to a comprehensive suite of reports and analytics dashboards. Standard HR, compliance, and payroll reports can be generated and exported in multiple formats. Custom dashboards provide real-time insights into headcount trends, attrition rates, and other key HR metrics.

Exit and Separation Management: When an employee’s exit is initiated, the HRMS automates the full and final settlement process, clearance workflows, and required documentation. The portal tracks each step, ensuring a smooth and compliant separation process for all parties.

Security, Compliance, and Support: Throughout all HRMS functions, user access is tightly controlled via roles and permissions. The system maintains audit trails for critical actions, supports data retention policies, and regularly backs up data for compliance purposes. Users and administrators can access help resources, training materials, and submit support tickets for technical or functional assistance at any time.

7. DATA PROTECTION AND PRIVACY

Data Processing: For the purposes of applicable data protection laws, including the Digital Personal Data Protection Act, 2023 (DPDPA) and the General Data Protection Regulation (GDPR):

1. You act as the data controller for Personal Data processed through the Service
2. We act as the data processor, processing Personal Data on your behalf and in accordance with your instructions

Data Processing Addendum: Our data processing practices are governed by our Data Processing Addendum (DPA), which forms part of these Terms. The DPA includes additional terms regarding data security, international transfers, and data subject rights.

Customer Data Ownership: You retain all rights, title, and interest in Customer Data. You grant us a limited license to access and use Customer Data solely to provide the Service.

Data Security: We implement appropriate technical and organizational measures to protect Customer Data against unauthorized access, alteration, disclosure, or destruction.

Data Residency: All personal and HR data for Indian clients will be stored and processed within India, unless otherwise expressly agreed in writing. For global clients, data residency in India, EEA, or other specified jurisdictions will be detailed in the Data Processing Addendum (DPA).

Processing Limitations: NIRAXO commits to processing personal data only as instructed in writing by the Client, solely for the Service’s legitimate purpose, and not for analytics, profiling, or other purposes not explicitly agreed upon.

De-anonymization Prohibition: NIRAXO explicitly prohibits and will not attempt to reverse-engineer, re-identify, or otherwise de-anonymize data that has been anonymized or pseudonymized by the Client or during service operation.

Breach Notification: NIRAXO will notify the Client of any security incident or personal data breach affecting Client Data within 24 hours of identification. The notification includes known details, mitigation steps, and assessment of impact.

Data Return Upon Termination: Upon termination, Client may export data in CSV or JSON format (or other mutually agreed open standard) within a 60-day window. NIRAXO will provide reasonable assistance (subject to a mutually agreed fee for extensive requests) and will irretrievably erase all Client Data (except as required by law) within 30 days after the Client confirms receipt

8. INTELLECTUAL PROPERTY

Exclusive Ownership: NIRAXO exclusively owns all rights, title, and interest in and to the NIRAXO IP, including but not limited to:

1. The Platform and all its components, features, and functionalities
2. All software code, algorithms, and technical architecture
3. User interfaces, designs, and graphical elements
4. Documentation, training materials, and technical specifications
5. All modifications, enhancements, and improvements to the Services
6. All feedback, suggestions, recommendations, or ideas provided by Client relating to the Services
7. All aggregated, de-identified, and anonymized data derived from the use of the Services
8. All know-how, methodologies, and processes developed by NIRAXO

Third-Party IP: Where NIRAXO incorporates third-party intellectual property into the Services, NIRAXO represents and warrants that it has obtained all necessary rights and licenses to incorporate such third-party IP and to grant Client the rights set forth in this Agreement.

Client Ownership: Client retains all rights, title, and interest in and to Client Data. NIRAXO claims no ownership rights in Client Data and acknowledges that Client Data remains the exclusive property of Client.

License to NIRAXO: Client grants NIRAXO a non-exclusive, worldwide, royalty-free, limited-term license to use, process, store, and transmit Client Data solely for the purpose of:

1. Providing the Services as contemplated under this Agreement
2. Maintaining and supporting the Services
3. Ensuring compliance with applicable laws and regulations
4. Providing technical support and customer service
5. Creating aggregated, de-identified, and anonymized data for analytical purposes

License Restrictions: Client shall not, and shall not permit any third party to:

1. Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the Services
2. Create derivative works based on the Services
3. Remove, alter, or obscure any proprietary notices or labels on the Services
4. Use the Services for competitive analysis or to develop competing products
5. Sublicense, rent, lease, sell, distribute, or otherwise transfer any rights in the Services
6. Access the Services to build a similar or competitive service or product
7. Use the Services in any manner that violates applicable laws or regulations

9. CONFIDENTIALITY AND PROPRIETARY INFORMATION

Mutual Confidentiality Obligations: Each party acknowledges that, in the course of performing under these Terms, it may have access to confidential and proprietary information of the other party (“Confidential Information”). Each party agrees to protect the confidentiality of the other party’s Confidential Information using the same standard of care it applies to its own similar information, and in no event less than a reasonable degree of care. Confidential Information shall only be used as necessary to perform obligations under these Terms and may only be disclosed to those employees, contractors, and advisors who have a legitimate need to know, provided they are subject to binding confidentiality obligations at least as protective as those set forth herein.

For clarity, Customer’s Confidential Information includes (but is not limited to) all Customer Data, business processes, organizational details, and other non-public information disclosed to NIRAXO. NIRAXO’s Confidential Information includes, without limitation, Service architecture, proprietary software, technical data, pricing, business operations, strategies, and the content of these Terms.

Exceptions: The obligations in this Section do not apply to any information which: (a) is or becomes publicly available other than due to the recipient’s breach of these Terms; (b) is lawfully received from a third party without restriction or breach of any obligation of confidentiality; (c) is independently developed by the recipient without use of or reference to the discloser's Confidential Information; or (d) was in the recipient’s possession prior to disclosure, as evidenced by contemporaneous documentation.

Required Disclosure: If a party is required to disclose Confidential Information by law, regulation, or valid court order, it shall, where permitted, provide the other party with prompt written notice so that the discloser may seek a protective order or other remedy. The recipient shall provide reasonable cooperation in seeking such protection, and will disclose only the minimum Confidential Information required to comply with the legal obligation.

Return or Destruction of Information: Upon termination of these Terms or upon the disclosing party’s written request, the receiving party shall promptly return or destroy all Confidential Information in tangible form and permanently delete all electronic records, except as required to be retained by law or regulation. Upon request, the receiving party shall certify in writing its compliance with such return or destruction.

Duration and Survival: The obligations in this Section shall survive any termination or expiration of these Terms and remain in effect for three (3) years thereafter, except that obligations concerning trade secrets will survive as long as such information retains its status as a trade secret under applicable law. This Section supersedes any prior non-disclosure agreements between the parties regarding the subject matter of these Terms.

Remedies: Each party acknowledges that any breach of this Section may result in irreparable harm for which monetary damages may be inadequate. Accordingly, the disclosing party shall be entitled to seek equitable relief, including injunctive relief and specific performance, in addition to all other remedies available at law or in equity.

10. BILLING AND PAYMENT

Unless otherwise stated in the Subscription Agreement

Subscription Fees, Payment, Taxes, and Refunds: You shall be charged a Subscription Fee based on the Plan You select for the Services. Unless otherwise specified in these Terms or in a subscription form:

1. Subscription Fees are payable and due in full immediately upon each due date, in advance, for Your active Subscription until such Subscription is terminated in accordance with these Terms
2. all Subscription Fees are non-refundable except as expressly set out in these Terms; and
3. Subscription Fees are exclusive of all taxes, levies, duties, fees, or other amounts assessed or imposed by any governmental authority ("Taxes"), for which You are solely responsible and liable.

You hereby authorize NIRAXO and/or its authorized agents to bill and automatically charge You the applicable Subscription Fee (including for any renewal Subscription Term) via the payment method associated with Your Account. You are responsible for providing complete, accurate, and up-to-date billing and payment information. You must promptly notify Us of any change in Your payment account information, either by updating Your Account settings or by email to support@niraxo.com

Delayed Payments and Non-payment of Subscription Fees: If We do not receive payment of Your Subscription Fees by the applicable due date, We will notify You of such non-payment. Payment of outstanding Subscription Fees must be received within thirty (30) days from the date of Our notice. If payment is not received within this period, and in addition to any other remedies available under law or contract, NIRAXO may:

1. charge interest for late payment at the rate of 1.5% per month (or the highest rate permitted by law, if lower) on the unpaid balance.
2. suspend Your access to and use of the Services until all outstanding amounts are fully paid; and/or
3. terminate Your Subscription and access to Services in accordance with these Terms.

Upgrades: You may elect to upgrade Your Subscription Plan during the Term. If You upgrade:

1. The new, higher Subscription Fees become effective immediately;
2. Subscription Fees for the current month will be prorated based on the date of upgrade, and You will be charged the prorated difference in accordance with Section 10.1.
3. For subsequent periods, You will be billed at the full rate of the upgraded Subscription Plan, and any credits arising as a result of such upgrade will be appropriately adjusted.

All fees and commercial terms relating to your use of the NIRAXO platform, including subscription charges, applicable taxes, user-tier pricing, and payment schedules, shall be governed by a separate Subscription Agreement or Order Form executed between the Client and NIRAXO.

11. SERVICE LEVEL AGREEMENT, UPTIME AND CUSTOMER SUPPORT

Service Availability and Uptime Commitment: NIRAXO commits to maintaining 99.5% uptime for the Service per calendar month, calculated as total available minutes minus downtime minutes divided by total minutes in the month. This commitment excludes scheduled maintenance (maximum 4 hours monthly during off-peak hours with 72 hours' advance notice), force majeure events, and downtime caused by Customer actions or third-party services beyond our control.

If we fail to meet the uptime commitment, you may be eligible for service credits: 5% of the monthly subscription fee for 99.0-99.49% uptime, 10% for 98.0-98.99% uptime, and 25% for below 98.0% uptime. Credits must be requested within 30 days of the incident and will be applied to your next billing cycle. Service credits are your sole remedy for uptime failures and cannot exceed 100% of monthly subscription fees.

Customer Support Services and Response Times: We provide customer support through multiple channels, including a 24/7 help desk portal, email support (support@niraxo.com), phone support during business hours (Monday-Friday, 9 AM-6 PM IST), live chat, and a comprehensive knowledge base. Support response times are calculated during business hours unless specified otherwise for emergency situations.

Our support structure includes three tiers: Standard Plan customers receive email and portal support with access to documentation and community forums. Professional Plan customers receive priority email support, phone support during business hours, a dedicated account manager, and quarterly business reviews. Enterprise Plan customers receive all Professional features plus 24/7 emergency support, a named support engineer, custom training sessions, and priority feature requests.

Incident Classification and Response Commitments: We classify incidents into four severity levels with corresponding response and resolution commitments. Severity 1 incidents (complete service outages or critical security breaches) receive a 1-hour response time with a 4-hour resolution target and hourly updates until resolved. Severity 2 incidents (significant service degradation) receive a 4-hour response with a 24-hour resolution target. Severity 3 incidents (minor service issues) receive an 8-hour response with a 72-hour resolution target. Severity 4 incidents (questions and enhancement requests) receive a 24-hour response with a 5-day resolution target.

Response time is measured from the incident report to our initial acknowledgment, while resolution time is measured from the report to complete resolution. For critical incidents, we provide 24/7 emergency support with escalation processes, including technical leads, engineering teams, and executive escalation for unresolved issues.

Onboarding and Implementation Support: All customers receive standard onboarding, including a kick-off call within 5 business days, basic account setup assistance, access to training materials, and email support during the first 30 days. Professional and Enterprise customers receive enhanced onboarding with a dedicated implementation manager, custom configuration assistance, data migration support, and up to 4 hours of live training sessions with extended support periods.

Enterprise customers receive comprehensive onboarding including up to 120 days of implementation support, on-site training options, custom integration assistance, change management support, and a dedicated success manager for ongoing relationship management. Our onboarding process includes account setup, data import assistance, user training, and go-live support tailored to your subscription tier.

Performance Monitoring and Status Communication: We continuously monitor service availability, response times, database performance, and security events to ensure optimal service delivery. Our public status page (status.niraxo.com) provides real-time system status, historical uptime data for the past 90 days, detailed incident reports, and upcoming maintenance schedules. Performance targets include page load times under 3 seconds, API response times under 500ms, and database query times under 100ms average.

We maintain transparent communication through regular status updates, incident reports with root cause analysis for major issues, and proactive notifications about scheduled maintenance or service changes. Customers can report incidents through our support portal, email, or emergency hotline for critical issues, with clear escalation procedures and defined communication schedules based on incident severity.

Support Limitations and Emergency Contacts: Our support services cover platform functionality, data import/export assistance, basic integration guidance, and standard configuration support. Support does not include custom development, third-party software support, hardware issues outside our control, or consulting services beyond standard onboarding. Service credits are the sole remedy for SLA breaches and have no cash value.

For emergency situations, customers can contact us at emergency@niraxo.com for critical incidents, security@niraxo.com for security issues, or our 24/7 emergency hotline for immediate assistance. When reporting emergencies, please provide company information, severity level, detailed issue description, steps already taken, and preferred communication method to ensure rapid response and resolution.

12. TERM AND TERMINATION

Term and Renewal: Unless otherwise specified in a Subcription Agreement or Plan, each Subscription is valid for twelve (12) months from the Subscription Start Date set forth in the Subcription Agreement (“Initial Subscription Term”) and shall automatically renew for successive periods of equal duration (“Renewal Subscription Term”), unless terminated by either Party in accordance with these Terms. “Term” means the Initial Subscription Term and any Renewal Subscription Term(s).

Non-Renewal or Modification: To discontinue renewal of or modify a Subscription, either Party must notify the other in writing at least ninety (90) days before the expiration of the current Term. Such notice will not affect the current Term or associated payment obligations.

Termination for Material Breach: Either Party may terminate these Terms or the relevant Subscription(s) for material breach by the other Party, if such breach is not cured within thirty (30) days of written notice. If the breach is deemed incapable of being cured, termination may be effective immediately.

Termination for Insolvency: Either Party may terminate these Terms with immediate effect if the other Party becomes insolvent, makes an assignment for the benefit of creditors, becomes subject to bankruptcy proceedings (with involuntary bankruptcies not dismissed within sixty (60) days), or has a receiver or trustee appointed for substantially all of its assets.

Suspension and Termination for Cause: In the event of Your actual or threatened breach of these Terms, including suspected unauthorized activity on Your Account or non-payment of Subscription Fees, NIRAXO may suspend all or part of Your Subscription(s). If the breach remains uncured for fifteen (15) days following written notice, NIRAXO reserves the right to terminate the Subscription and/or these Terms with immediate effect. You agree to cooperate with NIRAXO in any investigation into unauthorized activity.

Effect of Termination: Upon the effective date of termination for any reason:

1. Cessation of Access: Your right to access and use the Services will immediately cease.
2. Outstanding Fees: You will remain liable for, and must promptly pay, all fees and charges incurred and outstanding as of the date of termination, including any unpaid Subscription Fees.
3. Data Export: Upon written request, and provided all outstanding amounts are settled, We will provide You with the ability to export Your Customer Data in a standard format for a period of sixty (60) days following the effective date of termination. After this period, NIRAXO shall have no obligation to retain or provide any Customer Data, and such Customer Data will be securely deleted in accordance with our Data Retention Policy, unless otherwise required by applicable law.
4. Survival: Any rights and obligations of the Parties under these Terms which, by their nature, should survive termination (including, but not limited to, confidentiality, limitation of liability, indemnity, and payment obligations) shall so survive.

Termination of these Terms shall be without prejudice to any other rights or remedies that either Party may have under these Terms or applicable law.

13. DISCLAIMER OF WARRANTIES:

WE WARRANT THAT THE SERVICES WILL OPERATE IN ALL MATERIAL RESPECTS ACCORDING TO THE DOCUMENTATION PROVIDED TO YOU. EXCEPT FOR THE FOREGOING EXPRESS WARRANTY, THE SERVICES, INCLUDING ALL SERVERS, INFRASTRUCTURE, AND NETWORK COMPONENTS, ARE PROVIDED STRICTLY ON AN “AS IS” AND “AS AVAILABLE” BASIS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE, ON BEHALF OF OURSELVES, OUR AFFILIATES, EXPRESSLY DISCLAIM ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

YOU ACKNOWLEDGE AND AGREE THAT ACCESS TO THE SERVICES, WHICH IS DELIVERED OVER THE INTERNET AND VARIOUS TELECOMMUNICATIONS NETWORKS OUTSIDE OUR CONTROL, IS NOT WARRANTED TO BE UNINTERRUPTED, ERROR-FREE, SECURE, OR FREE FROM VIRUSES OR OTHER HARMFUL CODE. WE DO NOT WARRANT THAT ANY DEFECTS WILL BE CORRECTED WITHIN A SPECIFIC TIMEFRAME UNLESS EXPRESSLY AGREED TO IN A SEPARATE SERVICE LEVEL AGREEMENT. FURTHERMORE, WE MAKE NO REPRESENTATIONS OR WARRANTIES THAT THE SERVICES WILL ALWAYS MEET YOUR QUALITY OR PERFORMANCE EXPECTATIONS, NOR DO WE ENDORSE, SUPPORT, OR WARRANT ANY THIRD-PARTY OR INTEGRATED SERVICES (INCLUDING PAYMENT GATEWAY SERVICES OR EXTERNAL CONTENT) THAT MAY BE ACCESSIBLE THROUGH OR USED IN CONJUNCTION WITH THE SERVICES.

14. INDEMNIFICATION

You agree to indemnify, defend, and hold harmless NIRAXO, including its affiliates, officers, directors, agents, and employees, from and against all claims, liabilities, damages, losses, penalties, fines, costs, and expenses, including reasonable attorneys’ fees, arising out of or related to: (a) your breach of these Terms; (b) your violation of any applicable law or regulation; (c) your infringement of any third-party rights; or (d) use of the Services or Website by you or anyone using your account, or any disputes between you and any third party.

15. WAIVER

Any failure or delay by NIRAXO in exercising or enforcing any provision of these Terms, or any related right, shall not constitute a waiver of that provision or any other rights. The single or partial exercise of any right by NIRAXO will not prevent any further exercise of that right or any other rights or remedies available under these Terms or applicable law. Any waiver of rights or remedies must be in writing and signed by an authorized representative of NIRAXO to be effective.

16. LIMITATION OF LIABILITY

EXCLUSION OF DAMAGES: TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, NIRAXO—INCLUDING ITS OFFICERS, DIRECTORS, EMPLOYEES, AFFILIATES, AGENTS, SERVICE PROVIDERS, AND LICENSORS—SHALL UNDER NO CIRCUMSTANCES BE LIABLE FOR ANY INJURY, LOSS, CLAIM, ACCIDENT, DELAY, ACT OF GOD, OR FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES OF ANY KIND. THIS INCLUDES, WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS, LOST REVENUES, LOSS OF SAVINGS, OR BUSINESS INTERRUPTION, WHETHER IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE, ARISING FROM OR RELATED TO (A) ANY FAILURE, DOWNTIME, DELAY, OR INABILITY TO USE ANY ASPECT OF THE SERVICES OR WEBSITE, (B) ANY USE OF THE SERVICES, WEBSITE, OR ANY CONTENT, (C) THE PERFORMANCE OR NON-PERFORMANCE OF NIRAXO OR ANY THIRD-PARTY PROVIDER, (D) DAMAGES ARISING FROM MALFUNCTION, VIRUSES, OR OTHER HARMFUL ELEMENTS AFFECTING YOUR SYSTEMS AS A RESULT OF ACCESS TO THE SERVICES OR WEBSITE, OR (E) ANY CONTENT, PRODUCTS, OR SERVICES PROVIDED BY THIRD PARTIES LINKED TO OR INTEGRATED WITH THE SERVICES OR WEBSITE, ALL OF WHICH ARE OUTSIDE NIRAXO’S CONTROL. NIRAXO MAKES NO REPRESENTATION OR WARRANTY REGARDING, AND EXPRESSLY DISCLAIMS ALL RESPONSIBILITY AND LIABILITY FOR, THE AVAILABILITY OR ACCURACY OF ANY THIRD-PARTY WEBSITES, SERVICES, OR CONTENT, AND ANY RELIANCE OR USE THEREOF IS SOLELY AT YOUR OWN RISK. ANY SUCH THIRD-PARTY SERVICES ARE SUBJECT TO THEIR OWN TERMS AND PRIVACY POLICIES, WHICH NIRAXO DOES NOT CONTROL.

LIMITATION ON DAMAGES: NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, THE AGGREGATE LIABILITY OF NIRAXO AND ITS AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, AND AGENTS RELATED TO OR ARISING FROM THE SERVICES OR THESE TERMS, FOR ANY CAUSE AND REGARDLESS OF THE FORM OF ACTION, SHALL BE LIMITED TO THE TOTAL SUBSCRIPTION FEES PAID BY YOU FOR THE SPECIFIC SERVICES GIVING RISE TO THE CLAIM DURING THE ONE (1) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO LIABILITY. ANY LIABILITY SHALL BE PROPORTIONATELY REDUCED TO THE EXTENT SUCH DAMAGE IS CONTRIBUTED TO BY YOU OR YOUR THIRD-PARTY PROVIDERS. NO ACTION OR CLAIM AGAINST NIRAXO MAY BE COMMENCED MORE THAN ONE (1) YEAR AFTER THE CAUSE OF ACTION HAS ARISEN.

17. GOVERNING LAW AND DISPUTE RESOLUTION

Governing Law: These Terms are governed by the laws of India, without reference to its conflict of law principles. Each party agrees to submit to the exclusive jurisdiction of the courts located in Pune, Maharashtra, India, for resolving any dispute or claim relating to these Terms or your access to or use of the Services.

Arbitration: If any dispute, controversy, or claim (“Dispute”) arises out of or in connection with these Terms, either Party must notify the other in writing. The Parties shall first attempt to resolve the Dispute amicably through direct discussions between designated officers. If the Dispute is not settled within thirty (30) days of such notice, either Party may refer the matter to final and binding arbitration under the Arbitration and Conciliation Act, 1996. The arbitration will be conducted in English by a single arbitrator appointed mutually by the Parties. The arbitral award shall be final and binding and may be enforced in any court of competent jurisdiction. Each Party waives the right to a jury trial and agrees that any proceedings, including arbitration, shall be conducted on an individual basis and not as part of a class, consolidated, or representative action. The prevailing Party in any enforcement action shall be entitled to recover its reasonable legal fees and costs

18. FORCE MAJEURE AND OTHER EVENTS

NIRAXO shall not be liable for any failure or delay in the performance of its obligations or for the unavailability, inadequacy, or disruption of the Services resulting from events beyond its reasonable control (“Force Majeure Events”). Such events may include, but are not limited to, acts of God, government actions, floods, fire, earthquakes, civil unrest, terrorism, strikes, labour disputes, technical failures (including telecommunication, internet, or hosting outages, power failures), denial-of-service attacks, or actions of third parties. NIRAXO is not responsible for any reduced functionality, downtime, or performance issues related to your payment gateway, third-party integrations, or your Users’ or your End-Customers’ unauthorized, improper, or unlawful use, modification, or damage to the Services. NIRAXO will use reasonable efforts to mitigate the impact of any Force Majeure Event.

19. ANTI-CORRUPTION

You represent and warrant that neither you nor any of your employees or agents have offered, given, solicited, or received any unlawful or improper bribe, payment, gift, or thing of value from any NIRAXO employee or agent in connection with these Terms. Ordinary business gifts or entertainment, given and received in accordance with applicable laws and company policies, are excluded from this restriction. If you become aware of any violation of this provision, you agree to promptly notify NIRAXO.

20. NOTICES

All notices or communications under these Terms must be delivered in writing by internationally recognized courier, registered mail, or by electronic mail to the address provided by each Party. Notices to NIRAXO should be addressed to:

AIT GLOBAL INDIA PRIVATE LIMITED
Office no 1105, Nyati Enthral, 1106, Mundhwa - Kharadi Rd, Thite Nagar, Kharadi, Pune, Maharashtra 411014
Email: legal@niraxo.com

A notice shall be deemed received: (a) upon delivery, if delivered personally or by courier; (b) three (3) business days after posting, if sent by registered mail with postage prepaid; or (c) the next business day after confirmation of delivery, if sent by email.