Ticktil Terms of Service & SaaS Agreement

1. Agreement and Acceptance

These Terms of Service ("Terms" or "Agreement") constitute a legally binding agreement between Cedron Technologies Pvt. Ltd. ("Cedron", "Ticktil", "Company", "we", "us", or "our") and the customer, business entity, or individual accessing or using Ticktil ("Customer", "Subscriber", "you", or "your").

These Terms govern your access to and use of Ticktil HRMS, including its websites, cloud software, APIs, integrations, applications, and Ticktil AI Copilot (collectively, the "Services").

By creating an account, registering for a free trial, subscribing to a plan, checking an "I Agree" checkbox, electronically executing an Order Form, completing an online checkout payment, or otherwise accessing or using the Services, you agree to these Terms. Such electronic acceptance constitutes a valid and binding electronic contract under the Information Technology Act, 2000.

If you are accepting these Terms on behalf of a company or other legal entity, you represent and warrant that you have full legal authority to bind that entity to this Agreement.

These Terms apply together with any applicable Order Form, pricing page, Privacy Policy, Data Processing Addendum ("DPA"), Service Level Agreement ("SLA"), Acceptable Use Policy, or other terms expressly incorporated into this Agreement.

2. Eligibility and Authorized Use

2.1 The Services are intended for lawful business and organizational use.

2.2 Customer may permit its employees, contractors, consultants, or other authorized personnel to use the Services within the limits of its applicable subscription.

2.3 Customer Responsibilities: Customer is responsible for: (a) maintaining the confidentiality of account credentials; (b) controlling access by its Authorized Users; (c) ensuring that Authorized Users comply with these Terms; and (d) all activity conducted through Customer accounts, except to the extent caused by Cedron's breach of its security obligations.

2.4 Customer must provide accurate registration, billing, organizational, and account information and keep such information reasonably current.

3. Subscription, Free Trial and Billing

3.1 Ticktil is provided as a subscription-based Software-as-a-Service ("SaaS") platform.

3.2 Current subscription plans (Starter, Growth, Enterprise), employee pricing, minimum commitments, applicable taxes, included modules, and billing periods are published on the applicable Ticktil pricing page or Order Form.

3.3 Ticktil may offer a 14-day free trial. Free trials do not require a payment commitment solely for starting the trial. At the end of a trial, continued access to paid functionality requires Customer to subscribe to an applicable paid plan.

3.4 Subscription fees are generally non-refundable once billed, except where required by applicable law, an applicable Order Form expressly provides otherwise, or Cedron is unable to provide subscribed Services due to material failure attributable to Cedron.

3.5 Customer is responsible for applicable taxes, including Goods & Services Tax (GST).

3.6 Failure to pay amounts when due may result in suspension or termination in accordance with these Terms.

4. Plan Changes and Pricing

4.1 Customer may change its subscription plan where such self-service functionality is made available in Ticktil.

4.2 Changes to a subscription may result in changes to applicable fees, employee limits, included modules, or billing cycles.

4.3 Cedron may introduce new plans, modify existing plan structures, or discontinue plans from time to time.

4.4 Changes to pricing for an existing paid subscription will apply from the next applicable renewal or billing period. Where reasonably practicable, Cedron will provide advance notice of material pricing changes.

5. Product Development, Modifications and Updates

5.1 Continuous Evolution: Ticktil is a continuously evolving SaaS product. Cedron reserves the complete right to modify, enhance, update, redesign, replace, deprecate, or discontinue features, functionality, user interfaces, integrations, APIs, infrastructure, or other components of the Services from time to time.

5.2 Rationale: Such changes may be made for reasons including: (a) product development; (b) security; (c) reliability; (d) performance; (e) legal or regulatory requirements; (f) third-party dependency changes; (g) infrastructure changes; or (h) operational requirements.

5.3 Deployments: Cedron may deploy security patches, bug fixes, infrastructure changes, schema migrations, and performance improvements without prior notice where reasonably necessary.

5.4 No Indefinite Guarantee: Cedron does not guarantee that any particular feature, workflow, interface, integration, or functionality will remain available indefinitely.

5.5 Advance Notice: Where a change materially and substantially reduces the core functionality of a paid subscription, Cedron will use commercially reasonable efforts to provide reasonable advance notice where practicable.

6. Service Availability and Maintenance

6.1 The Services are provided on an "AS IS" and "AS AVAILABLE" basis, subject to any applicable SLA.

6.2 Cedron may perform scheduled or emergency maintenance, upgrades, infrastructure changes, or security remediation that may temporarily affect availability.

6.3 Temporary unavailability caused by maintenance, emergency events, third-party infrastructure failures, internet disruptions, force majeure events, or circumstances outside Cedron's reasonable control will not constitute a breach of this Agreement, nor subject Cedron to any penalty.

7. Customer Data and Data Protection

7.1 Ownership: Customer retains ownership of all data, records, employee information, payroll information, and other content submitted to Ticktil ("Customer Data").

7.2 Operational License: Customer grants Cedron a limited, non-exclusive right to access, host, process, transmit, store, and use Customer Data solely as necessary to provide, secure, and operate the Services.

7.3 No Data Selling: Cedron will not sell Customer Data for advertising or commercial marketing purposes.

7.4 Multi-Tenant Isolation: Ticktil enforces strict logical multi-tenant database isolation to segregate Customer Data between organizations.

7.5 Compliance with DPDPA: Customer is responsible for ensuring it has all necessary legal bases, employee notices, and consents required under the Digital Personal Data Protection Act, 2023 ("DPDPA") and applicable laws.

8. Data Export and Deletion

8.1 During an active subscription, Customer may access and export Customer Data using standard export features.

8.2 Following termination, Customer may request an export of available Customer Data within thirty (30) days.

8.3 After thirty (30) days, Cedron may delete or anonymize Customer Data from active production databases in accordance with standard data hygiene procedures.

9. Confidentiality

Each party shall protect the other party's non-public Confidential Information with reasonable care and disclose it only to personnel or contractors with a need to know under equivalent confidentiality obligations.

Confidentiality obligations survive termination of this Agreement.

10. Customer Responsibility for HR, Payroll and Legal Compliance

10.1 Administrative Software Only: Ticktil is software for HR administration, workflow automation, payroll processing, and attendance management. Ticktil does not provide certified legal, tax, accounting, financial, or professional HR advice.

10.2 Mandatory Verification: Customer remains solely responsible for determining the legality of its employment practices, salary structures, deductions, and statutory filings.

10.3 Pre-Disbursement Sign-Off: Customer's authorized HR, finance, and payroll personnel must review and approve all payroll runs, statutory deductions (EPF, ESI, Professional Tax, TDS Section 115BAC), payslips, and full-and-final settlements before actual disbursement.

10.4 Cedron does not guarantee that Customer's specific configurations or statutory interpretations are legally compliant.

11. Ticktil AI Copilot

11.1 Ticktil AI Copilot is an AI-assisted tool available with applicable subscription plans.

11.2 Probabilistic Outputs: AI-generated responses, summaries, policy answers, screening scores, and drafts are probabilistic outputs based on machine learning models and may contain inaccuracies.

11.3 Human Review Required: Customer must review and validate AI-generated output before relying upon it for employment, payroll, recruitment, or disciplinary decisions.

11.4 Workplace Containment: AI Copilot is intended exclusively for authorized HRMS and workplace-related use within Customer's organization. General-purpose, recreational, or off-topic use is strictly prohibited.

11.5 Operational Controls: Cedron reserves the right to apply automated organization-level rate limits, burst throttling, and concurrency quotas to maintain platform resilience.

11.6 Model Upgrades: Cedron may change, replace, or tune underlying AI models, providers, context mechanisms, or tool integrations at any time.

11.7 Zero Public Training: Customer Data submitted to Ticktil AI Copilot is processed solely to generate responses for Customer within its tenant boundary and is NOT used to train public foundational third-party AI models.

12. Acceptable Use

Customer shall not: (a) reverse engineer or decompile the Services; (b) circumvent security boundaries or rate limits; (c) attempt cross-tenant access; (d) conduct unauthorized penetration tests; (e) upload malware; (f) use the platform for unlawful activities; or (g) resell or commercially exploit the platform without authorization.

18. Warranties and Disclaimers

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICES ARE PROVIDED STRICTLY ON AN "AS IS" AND "AS AVAILABLE" BASIS.

Cedron expressly disclaims all warranties of any kind, whether express, implied, statutory, or otherwise, including merchantability, fitness for a particular purpose, non-infringement, and error-free operation.

19. Indemnification

19.1 Customer Indemnity: Customer shall defend, indemnify, and hold harmless Cedron, its directors, and employees against third-party claims, liabilities, and legal costs arising from Customer's breach of these Terms, Customer Data, violation of labor/tax laws, or employment actions taken by Customer.

19.2 Cedron IP Indemnity: Cedron shall defend Customer against third-party claims alleging that authorized use of Ticktil directly infringes a third-party intellectual property right, subject to standard carve-outs.

29. Governing Law and Dispute Resolution

29.1 Governing Law: These Terms shall be governed by and construed in accordance with the laws of India.

29.2 Informal Negotiation: The parties shall first attempt in good faith to resolve any dispute through informal discussions between executive officers.

29.3 Exclusive Jurisdiction: If unresolved, disputes shall be subject to the exclusive jurisdiction of the competent civil courts in Chennai, Tamil Nadu, India.

30. Contact Information & 31. Survival

Cedron Technologies Pvt. Ltd.
Product: Ticktil HRMS (ticktil.com)
Email: [email protected]
Corporate Site: cedrontech.in

Provisions regarding payment obligations, customer data ownership, confidentiality, intellectual property, indemnification, limitation of liability, dispute resolution, and governing law survive termination of this Agreement.