Terms of Service

1. Parties and Acceptance

These Terms constitute a legally binding agreement between you (the “Client”, “User”, or “you”) and OWorkly Private Limited (“OWorkly”, “we”, “us”, or “our”), a company incorporated under the laws of India with registered offices in Pune, Maharashtra.

For enterprise clients, these Terms are supplemented by a Master Service Agreement (MSA) executed between OWorkly and the client organisation. In case of conflict, the MSA prevails.

2. Description of Service

OWorkly is a cloud-based workforce readiness and intelligence platform providing capabilities including but not limited to:

• Worker and contractor onboarding, identity verification, and lifecycle management.
• Digital-first attendance tracking with online and offline capability.
• Payroll processing and contractor payment management.
• Compliance tracking, statutory reporting, and audit-ready documentation.
• Training delivery, qualification management, and certification tracking.
• Workforce analytics dashboards and real-time operational visibility.

OWorkly reserves the right to modify, suspend, or discontinue any part of the service at any time with reasonable notice to enterprise clients.

3. Account Registration and Access

Access to the OWorkly platform is granted to authorised enterprise clients and their designated administrators. You agree to:

• Provide accurate, complete, and current information when registering or configuring your account.
• Maintain the security of your login credentials and notify OWorkly immediately of any unauthorised access.
• Ensure that all users within your organisation who access the platform comply with these Terms.
• Not share account credentials with individuals outside your authorised user list.

4. Acceptable Use

You agree not to use OWorkly to:

• Violate any applicable law or regulation, including Indian labour law, data protection law, or export control regulations.
• Process personal data of workers or contractors without a valid legal basis and appropriate consent or employer authority.
• Attempt to gain unauthorised access to any system, network, or data associated with OWorkly.
• Reverse-engineer, decompile, or disassemble any part of the OWorkly platform.
• Resell, sublicense, or otherwise make the platform available to third parties without written authorisation from OWorkly.
• Introduce malware, viruses, or any code designed to damage or disrupt the platform.

5. Client Responsibilities and Data Obligations

As an enterprise client, you are the data controller for all worker and contractor personal data processed through OWorkly. You are responsible for:

• Obtaining all necessary consents, authorisations, and legal bases for collecting and processing worker personal data.
• Ensuring workers and contractors are informed of how their data is processed in accordance with applicable law.
• Complying with all applicable data protection, labour, and employment laws in the jurisdictions in which you operate.
• The accuracy and completeness of data entered into the OWorkly platform.

6. Fees and Payment

Subscription fees, payment terms, and billing cycles are set out in the applicable Order Form or Master Service Agreement executed between OWorkly and the client. Unless otherwise specified:

• Fees are invoiced in Indian Rupees (INR) unless otherwise agreed.
• Payment is due within 30 days of invoice date.
• Late payments may attract interest at 1.5% per month or the maximum rate permitted by law, whichever is lower.
• OWorkly reserves the right to suspend access for accounts with overdue balances exceeding 60 days, after providing written notice.

7. Intellectual Property

OWorkly and its licensors retain all intellectual property rights in the platform, including software, algorithms, user interface design, documentation, and trade marks. These Terms do not grant you any ownership rights; you receive only a limited, non-exclusive, non-transferable licence to use the platform for your internal business purposes during the subscription term.

You retain ownership of all data you upload to OWorkly. You grant OWorkly a limited licence to process that data solely to provide the contracted services.

8. Confidentiality

Each party agrees to keep confidential all non-public information disclosed by the other party in connection with these Terms, and to use such information only for the purposes of performing obligations under these Terms. Confidentiality obligations survive termination for a period of five (5) years.

9. Disclaimer of Warranties

The OWorkly platform is provided “as is” and “as available”. To the maximum extent permitted by law, OWorkly disclaims all warranties, express or implied, including merchantability, fitness for a particular purpose, and non-infringement. OWorkly does not warrant that the platform will be uninterrupted, error-free, or free of harmful components.

10. Limitation of Liability

To the maximum extent permitted by applicable law, OWorkly’s aggregate liability for any claim arising out of or related to these Terms shall not exceed the total fees paid by you to OWorkly in the twelve (12) months preceding the event giving rise to the claim.

OWorkly shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including loss of profits, revenue, data, or business opportunity, even if advised of the possibility of such damages.

11. Indemnification

You agree to indemnify, defend, and hold harmless OWorkly and its officers, directors, employees, and agents from any claims, losses, damages, or expenses (including reasonable legal fees) arising from: (a) your use of the platform in violation of these Terms; (b) your breach of any applicable law; or (c) any worker or contractor data you process through OWorkly.

12. Term and Termination

These Terms are effective from the date you first access OWorkly and continue until terminated. Either party may terminate:

• For convenience with 30 days’ written notice (subject to any minimum subscription term in the applicable MSA).
• Immediately, for cause, if the other party materially breaches these Terms and fails to cure such breach within 14 days of written notice.

Upon termination, your access will be revoked and OWorkly will make client data available for export for 30 days before deletion, in accordance with the applicable Data Processing Agreement.

13. Governing Law and Dispute Resolution

These Terms are governed by and construed in accordance with the laws of India. Any dispute arising under these Terms shall be subject to the exclusive jurisdiction of the courts of Pune, Maharashtra, India.

Before initiating legal proceedings, the parties agree to attempt to resolve disputes through good-faith negotiation for a period of 30 days from written notice of the dispute.

14. Changes to These Terms

OWorkly may update these Terms from time to time. Material changes will be communicated to enterprise clients with at least 30 days’ notice. Continued use of the platform after the effective date of changes constitutes acceptance.

15. Contact