IMPORTANT – PLEASE READ THIS AGREEMENT CAREFULLY BEFORE USING THE SERVICE. BY CLICKING “I AGREE” OR ACCESSING OR USING BEEHIVE HRMS, YOU AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS. IF YOU DO NOT AGREE, DO NOT USE THE SERVICE.
In this Agreement, unless repugnant to or inconsistent with the context or meaning thereof, the following terms, when capitalized, shall have the meanings assigned herein when used in this Agreement. When not capitalized, such words shall be attributed their ordinary meaning.
2.1. Subject to the terms and conditions of this Agreement, PROVIDER grants Customer a non-exclusive, non-transferable license to use the Services solely for internal Human Resource Management (“HRM”) purposes and only for the duration of this Agreement (the “Permitted Purpose”).
2.2. PROVIDER retains the discretion to restrict Customer’s access to certain functionalities based on the Proposal Presented for the opted Service. Customer shall not have any claims, causes of action, or demands against PROVIDER in connection with such restrictions. Furthermore, PROVIDER’s cloud services constitute a private domain rather than a public service, and PROVIDER reserves the right, at its sole discretion, to deny service to any individual or entity for any reason.
2.3. All rights not expressly granted to Customer under this Agreement remain the exclusive property of PROVIDER. Except as explicitly provided herein, Customer shall not acquire or claim any rights, whether express or implied, in the Platform, including but not limited to goodwill, marketing benefits, or proprietary interests.
2.4. Limitations of Use: Customer agrees to the following restrictions:
2.4.1. No Reverse Engineering – Customer shall not decompile, reverse engineer, disassemble, exploit, or otherwise attempt to access or determine the source code of the Licensed Technology. Customer shall not permit or authorize any third party to do so.
2.4.2. No Transfer or Sublicense – Customer shall not transfer, sublicense, or assign any rights granted under this Agreement to any third party without prior written consent from PROVIDER.
2.4.3. Compliance with Laws: Customer represents and warrants that its use of the Platform will fully comply with all applicable local laws and regulations in all jurisdictions. Customer further warrants that:
2.4.3.1. The Platform shall not be used to facilitate illegal activities, promote violence, spread hate, or engage in any criminal conduct.
2.4.3.2. All necessary consents for the processing of personal data by PROVIDER in accordance with this Agreement shall be obtained before utilizing the Platform.
2.4.3.3. Customer shall comply with all applicable data protection laws, regulations, and treaties regarding the collection, storage, and processing of data.
2.4.3.4. Any violation of this clause shall constitute a material breach of this Agreement. In such an event, PROVIDER reserves the right, without prior notice and in addition to any other available remedies, to (i) immediately terminate this Agreement, (ii) suspend or revoke Customer’s access to the Licensed Technology, and/or (iii) discontinue the issuance of activation codes for Customer’s products.
3.1. Grant of Access: The Provider agrees to grant the Customer access to Beehive HRMS as a Software-as-a-Service (SaaS) solution for managing human resources, payroll, compliance, and other related functionalities. The scope of access and services shall be as defined in the mutually agreed Proposal submitted by the Provider to the Customer.
3.2. Subscription Fees and Payment:
3.2.1. The Customer agrees to pay the subscription fees in accordance with the agreed pricing plan. All payments are non-refundable.
3.2.2. Payment shall be made in accordance with the invoicing and payment schedule specified in the Proposal. Failure to make timely payments may result in suspension or termination of service.
3.3. Account Registration and Usage:
3.3.1. Upon execution of this Agreement and, if applicable, confirmation of the payment method, the Provider shall create an account for the Customer on its platform (“Account”) and grant access to the Deliverables as per the agreed Proposal.
3.3.2. The Provider shall configure initial company rules and workflows before handing over the live account to the Customer.
3.3.3. The Customer is responsible for maintaining the confidentiality of its login credentials. Any unauthorized use must be reported immediately.
3.3.4. Unauthorized use of the Service is strictly prohibited and may result in termination.
3.3.5. The Provider reserves the right to suspend or terminate accounts found to be engaged in fraudulent, illegal, or abusive activities.
4.1. The Provider shall offer the Customer online training via collaboration tools, along with initial rule configurations tailored to the Customer’s needs.
4.2. The Provider may conduct periodic webinar training sessions to enhance familiarity with the product and its usage.
4.3. Standard post-sales assistance, including telephonic and email support regarding the Service and the data it generates, shall be provided on an as-available basis.
4.4. Service Level Agreement (SLA): Availability and Performance
4.4.1. The Provider guarantees a service uptime of 99.5%, excluding scheduled maintenance periods.
4.4.2. In the event of downtime exceeding the agreed SLA, the Customer may be eligible for service credits as per the Provider’s service credit policy.
4.5. Support Services:
4.5.1. The Provider shall offer technical support during standard business hours.
4.5.2. Critical issues shall be addressed within the response times defined in the SLA, with resolutions prioritized based on severity.
5.1. During the Term of this Agreement, PROVIDER shall notify Customer of any updates, upgrades, or new releases related to the Solution when available. Such notifications shall be communicated via the Platform / email etc. including details of improvements, fixes, and any applicable upgrade fees.
5.2. Certain updates may be designated as mandatory, requiring Customer to adopt the updated version promptly. If an upgrade is elective, Customer may choose whether to implement it. This Agreement shall apply mutatis mutandis to all updates, upgrades, and new releases.
5.3. Further, PROVIDER is under no obligation to (i) develop updates or upgrades, (ii) make them available to Customer, or (iii) maintain backward compatibility for any version or functionality. Use of any update, upgrade, or new release may be subject to additional terms, if any declared by the PROVIDER from time to time.
6.1. Fees and Payment Obligations
6.1.1. The Customer agrees to pay all applicable fees in accordance with the selected subscription plan or as outlined in the Proposal submitted to the Customer.
6.1.2. All payments made under this Agreement are non-refundable, including but not limited to unused subscription periods, partial usage, or service cancellations.
6.1.3. The Provider reserves the right to revise pricing upon prior written notice to the Customer. Continued use of the Services after the effective date of the revised pricing shall constitute acceptance of the new pricing terms.
6.2. Scope of Work: The Provider shall render services including but not limited to the implementation, customization, and support of Beehive HRMS, as per the mutually agreed project scope. Any modifications or additional services beyond the agreed scope may be subject to additional fees.
6.3. Delivery Timelines: The Provider shall deliver the services and implementation milestones within the agreed timeline. However, any delay attributable to the Customer, including but not limited to failure to provide required information, approvals, or resources, may impact delivery schedules. The Provider shall not be liable for such delays.
6.4. Customer Responsibilities: The Customer shall:
6.4.1. Provide timely access to all necessary resources, data, approvals, and personnel required for service implementation.
6.4.2. Cooperate in good faith to enable the efficient deployment of HRMS.
6.4.3. Ensure compliance with all applicable laws and internal policies regarding the use of the Platform.
6.5. 4.5 Payment Terms
6.5.1. Payments shall be made in accordance with the agreed schedule specified in the Proposal or subscription plan.
6.5.2. Failure to make timely payments may result in penalties, suspension of services, or termination of this Agreement at the Provider’s sole discretion. The Provider reserves the right to charge interest on overdue payments at the maximum rate permitted by applicable law.
6.5.3. The PROVIDER’S TEAM will automatically generate a Proforma Invoice 30 days in advance, as per the mutually agreed terms outlined in the Proposal.
6.5.4. Annual renewals and periodic invoices during the contract period will also be raised automatically as Proforma Invoices.
6.5.5. The Customer must make all payments in advance in full at the start of each contract period or as per the agreed periodic schedule.
6.5.6. Services will be automatically disconnected if payments are not received before the next billing cycle begins. Automated email reminders will be sent to the authorized contact.
6.5.7. The PROVIDER is not liable for any losses resulting from service disconnection due to non-payment.
6.5.8. Payments must be made via Cheque, Demand Draft (DD), or wire transfer, as specified in the Proposal.
6.5.9. This agreement is non-transferable and applies solely to the legal entity specified in the agreement.
6.5.10. All fees are exclusive of applicable taxes, which shall be borne by the Customer.
7.1. Data Security
7.1.1. The Parties shall implement industry-standard security measures to protect personal and confidential data.
7.1.2. The Customer acknowledges that data security also depends on their responsible use of credentials and internal access controls.
7.1.3. The Parties shall not be liable for data breaches caused by the other Party’s negligence or third-party misconduct.
7.1.4. The Provider may process and store Customer data in compliance with applicable data protection laws in India prevailing from time to time.
7.1.5. The Provider will not share, sell, or disclose Customer data to third parties, except where required by law or for service-related purposes.
7.2. Confidentiality
7.2.1. Both Parties agree to maintain strict confidentiality of all Confidential Information.
7.2.2. Confidential Information may be disclosed only under the following circumstances: a. Where disclosure is required for fulfillment of obligations under this Agreement. b. Where such information has entered the public domain otherwise than through an act or omission of the disclosing Party. c. Where the information was already known to the disclosing Party at the time of disclosure, other than through an unauthorized third-party disclosure. d. Where disclosure is mandated by law, court order, regulatory authority, taxation authority, or stock exchange requirements. e. Where prior written consent of the other Party has been obtained for disclosure.
7.2.3. No public statements or press releases related to this Agreement or any transaction between the Parties shall be issued without prior written approval of both Parties.
7.2.4. The Parties may disclose Confidential Information to their employees and representatives on a need-to-know basis, provided that such individuals comply with the obligations under this section. The disclosing Party shall remain liable for any misfeasance by such individuals.
7.2.5. The confidentiality obligations under this Agreement shall remain in effect during the term of this Agreement and for a period of two (2) years following its termination.
8.1. The Provider shall use commercially reasonable efforts to maintain a service uptime of 99.5%.
8.2. The Service may be temporarily unavailable due to scheduled maintenance, force majeure events, or technical issues beyond the Provider’s control.
8.3. The Provider shall notify the Customer in advance of any scheduled maintenance.
8.4. The Provider shall not be responsible for any internet connectivity issues on the Customer’s end.
9.1. Term and Termination
9.1.1. This Agreement shall commence on the Effective Date and shall automatically renew until terminated.
9.1.2. The Provider reserves the right to suspend or terminate the subscription in the event of non-payment, breach of terms, or misuse of the service.
9.1.3. Either Party may terminate this Agreement without cause upon sixty (60) days’ prior written notice to the other Party.
9.1.4. Either Party may immediately terminate this Agreement if: a. The other Party enters bankruptcy, insolvency, liquidation, or ceases to function as a going concern. b. A force majeure event prevents performance of obligations for a period of three (3) months or longer. c. The other Party breaches any fundamental term of this Agreement. d. The other Party ceases to operate the business covered under this Agreement. e. The other Party breaches any material term and fails to cure such breach within twenty (20) days from receipt of written notice.
9.1.5. However, Customer-initiated termination shall be subject to applicable termination fees.
9.2. Post-Termination Data Retention
9.2.1. Upon termination, the Customer’s access to the system shall be revoked.
9.2.2. The Provider may retain Customer data for a limited period post-termination as required by law or internal policies.
9.2.3. The Customer may request data export before termination, subject to applicable fees.
10.1. Ownership and Rights: All rights, title, and interest, including Intellectual Property Rights, in the HRMS Product/Platform (“Platform”), including updates, upgrades, modifications, and derivative works, shall remain the exclusive property of PROVIDER. This Agreement does not transfer or assign any rights to the Client, except as expressly permitted.
10.2. Restrictions and Non-Infringement: The Client shall not infringe, reproduce, modify, distribute, reverse engineer, decompile, sublicense, or derive the source code of any component of the Platform. The Client shall not remove or obscure any proprietary notices, trademarks, or other proprietary rights contained within the Platform.
10.3. Developments During Agreement: Any modifications, enhancements, customizations, inventions, or works related to the Platform developed by the Client during the Agreement shall exclusively belong to PROVIDER. The Client agrees to take all necessary actions to ensure such intellectual property rights legally vest with PROVIDER.
10.4. These intellectual property obligations shall survive the termination of this Agreement.
10.5. Indemnification: The Client shall indemnify and hold harmless PROVIDER from any claims, damages, or liabilities arising from a breach of these intellectual property obligations.
10.6. Remedies: PROVIDER is entitled to seek injunctive relief and other legal remedies for any actual or threatened breach of these obligations.
11.1. PROVIDER’S Platform is on an “as-is” and “as-available” basis without any warranties, express or implied, including but not limited to warranties of merchantability, fitness for a particular purpose, non-infringement, accuracy, or uninterrupted or error-free operation.
11.2. To the maximum extent permitted by applicable law, in no event shall PROVIDER, its subsidiaries, affiliates, officers, directors, employees, agents, or licensors be liable for any direct, indirect, incidental, special, consequential, punitive, or exemplary damages, including but not limited to loss of profits, loss of business, loss of data, business interruption, or any other economic loss arising out of or related to the use or inability to use the Platform, even if advised of the possibility of such damages. PROVIDER shall not be responsible for any damages resulting from unauthorized access, cyber threats, data breaches, or any third-party service failures.
11.3. Customer acknowledges and agrees that its sole and exclusive remedy for any dissatisfaction with the Platform is to discontinue its use. Notwithstanding anything to the contrary, PROVIDER’s aggregate liability for any claims arising out of or related to the Platform, whether in contract, tort, or otherwise, shall not exceed the total amount paid by the Customer for the use of the Platform in the preceding six (6) months. Some jurisdictions may not allow certain exclusions or limitations of liability; in such cases, the liability of PROVIDER shall be limited to the maximum extent permitted under applicable law.
12.1. The Customer agrees to indemnify, defend, and hold harmless the PROVIDER, its affiliates, officers, directors, employees, and agents from any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to: (a) the Customer’s use of the Services in violation of this Agreement or any applicable law, (b) any data, content, or material submitted by the Customer that infringes any third-party rights, or (c) any employment-related claims, including but not limited to, wrongful termination, discrimination, or payroll disputes, arising from Customer’s use of the Services.
12.2. PROVIDER shall indemnify, defend, and hold harmless the Customer from claims, damages, or liabilities arising from any third-party allegation that the Services infringe upon any valid intellectual property rights, provided that the Customer promptly notifies PROIVIDER of such claims and cooperates in the defense. PROVIDER shall have no liability for claims resulting from Customer’s misuse, unauthorized modifications, or use of the Services in combination with third-party products not approved by PROVIDER.
13.1. Any disputes arising from this Agreement will be discussed and negotiated in good faith between the parties. If unresolved within 30 days, the dispute will proceed to arbitration. Each party appoints one arbitrator, who will jointly select a third arbitrator to chair the tribunal. The Arbitration in the courts and jurisdiction shall remain in Mumbai, India, under ICC rules, with proceedings and documentation in English. The arbitrator’s award will be final, binding, and include arbitration costs. Each party bears its own costs unless otherwise specified in the award.
14.1. The Provider reserves the right to update this Agreement. Continued use of the Service constitutes acceptance of the revised terms.
15.1. Parties shall not be liable for any failure to perform its obligations due to circumstances beyond its control, including but not limited to natural disasters, war, cyber-attacks, government actions, or technical failures. Neither Party shall be liable for any failure or delay in the performance of its obligations under this Agreement due to causes beyond its reasonable control, including but not limited to acts of God, natural disasters, pandemics, war, terrorism, cyberattacks, labor strikes, utility failures, government actions, or any other force majeure event. If the force majeure event continues for more than [90] days, either Party may terminate this Agreement with prior written notice.
16.1. Entire Agreement: This Agreement and Proposal constitutes the entire agreement between the Parties concerning the subject matter hereof and supersedes all prior or contemporaneous understandings, agreements, representations, or warranties, whether written or oral.
16.2. Amendments and Modifications: No modification, amendment, or waiver of any provision of this Agreement shall be effective unless made in writing and duly executed by authorized representatives of both Parties.
16.3. Assignment and Subcontracting: The Customer shall not assign, delegate, or transfer its rights or obligations under this Agreement without the prior written consent of the PROVIDER. The PROVIDER may assign its rights and obligations under this Agreement to an affiliate or successor entity in connection with a merger, acquisition, or corporate restructuring, provided that such assignment does not materially impact the Customer’s rights.
16.4. Relationship of the Parties: The Parties to this Agreement are independent contractors. Nothing in this Agreement shall be construed to create a partnership, joint venture, agency, or employment relationship between the Parties. Neither Party shall have the authority to bind or obligate the other Party in any manner.
16.5. Severability: If any provision of this Agreement is found to be invalid, illegal, or unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect. The invalid or unenforceable provision shall be replaced with a valid provision that most closely reflects the intent of the original provision.
16.6. Notices: All notices, requests, and other communications under this Agreement shall be in writing and shall be deemed properly given when delivered:
16.6.1. By hand or by courier, with proof of delivery;
16.6.2. By registered post, with acknowledgment due; or
16.6.3. By email to the designated contact persons of each Party, provided that a confirmation of receipt is obtained.
16.7. Waiver: Failure or delay by either Party to enforce any provision of this Agreement shall not constitute a waiver of such provision or any other rights under this Agreement. A waiver shall only be effective if made in writing and signed by the waiving Party.
16.8. Survival: The provisions of this Agreement that by their nature should survive termination, including but not limited to Confidentiality, Intellectual Property Rights, Indemnification, Governing Law, and Limitation of Liability, shall survive the termination or expiration of this Agreement.
16.1. Entire Agreement: This Agreement and Proposal constitutes the entire agreement between the Parties concerning the subject matter hereof and supersedes all prior or contemporaneous understandings, agreements, representations, or warranties, whether written or oral.
16.2. Amendments and Modifications: No modification, amendment, or waiver of any provision of this Agreement shall be effective unless made in writing and duly executed by authorized representatives of both Parties.
16.3. Assignment and Subcontracting: The Customer shall not assign, delegate, or transfer its rights or obligations under this Agreement without the prior written consent of the PROVIDER. The PROVIDER may assign its rights and obligations under this Agreement to an affiliate or successor entity in connection with a merger, acquisition, or corporate restructuring, provided that such assignment does not materially impact the Customer’s rights.
16.4. Relationship of the Parties: The Parties to this Agreement are independent contractors. Nothing in this Agreement shall be construed to create a partnership, joint venture, agency, or employment relationship between the Parties. Neither Party shall have the authority to bind or obligate the other Party in any manner.
16.5. Severability: If any provision of this Agreement is found to be invalid, illegal, or unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect. The invalid or unenforceable provision shall be replaced with a valid provision that most closely reflects the intent of the original provision.
16.6. Notices: All notices, requests, and other communications under this Agreement shall be in writing and shall be deemed properly given when delivered:
16.6.1. By hand or by courier, with proof of delivery;
16.6.2. By registered post, with acknowledgment due; or
16.6.3. By email to the designated contact persons of each Party, provided that a confirmation of receipt is obtained.
16.7. Waiver: Failure or delay by either Party to enforce any provision of this Agreement shall not constitute a waiver of such provision or any other rights under this Agreement. A waiver shall only be effective if made in writing and signed by the waiving Party.
16.8. Survival: The provisions of this Agreement that by their nature should survive termination, including but not limited to Confidentiality, Intellectual Property Rights, Indemnification, Governing Law, and Limitation of Liability, shall survive the termination or expiration of this Agreement.
17.1. Support services are available for one year or as specified in the proposal.
17.2. Support is provided on all working days from 9:30 AM to 6:30 PM.
17.3. Weekends (2nd and 4th Saturday, Sunday) and public holidays are non-working days.
17.4. Support is offered exclusively online via phone, email, and a designated ticketing system.
17.5. While every effort will be made to minimize resolution time, it depends on the complexity of the issue. The target is to meet defined turnaround times 90% of the time.
17.6. Customers must cooperate by providing necessary information, screenshots, or following instructions to ensure effective support.
17.7. Post-sales support covers only the products supplied by the provider and does not extend to third-party software or hardware.
17.8. Any onsite visits or travel expenses will be borne by the customer, payable in advance as per agreed terms.
17.9. SLA (Service Level Agreement)
No | Service Parameter | Response Time |
1 | Hours of Coverage | Standard Business Time |
2 | 10AM – 6 PM | 10AM – 7 PM |
No | Service Parameter | Response Time |
3 | Critical | 2- 4 Business Hours |
4 | Normal | 4 – 8BusinesHours |
5 | Minor | 1 to 3 Business Days |
6 | Cosmetic | 3 to 5Business Days |
| Critical | -Any defect that makes the software unusable without resorting to restarting the software either by terminating the software, exiting the software and/or rebooting the hardware. -Database corruption or hardware failures -Serious performance problems |
| Normal | -A module is rendered unusable but the rest of the system is functional -frequently used feature is rendered unusable -Software malfunction that produces/records incorrect information and is critical to functioning of the system but not show stopper |
| Minor | -less frequently used feature is rendered unusable -Software malfunction that produces/records incorrect information but not critical to functioning of the system. |
| Cosmetic | – Spelling & grammar mistakes – UI discrepancies: display format, alignment, colour, fonts, etc. |
17.10. Support Contact Details
– Beehive Software Services Private Limited
– Email: support@beehive.cloud
