Terms of Service

1. Definitions

• "Agreement" — These Terms of Service, together with the applicable Order Form, Privacy Policy, and any other policies incorporated by reference.
• "Platform" — The ProTeamMate SaaS application, APIs, mobile applications, and associated documentation made available by the Company.
• "Customer" — The business entity that subscribes to the Platform, identified by the account registration details and, where applicable, an executed Order Form.
• "User" — Any individual authorised by the Customer to access the Platform, including administrators, recruiters, and other personnel.
• "Subscription" — The right to access and use the Platform for the duration of the Subscription Term, subject to the plan selected and fees paid.
• "Customer Data" — All data, content, and information submitted, uploaded, or generated by the Customer or its Users within the Platform, including candidate profiles, job requisitions, and vendor information.
• "Confidential Information" — Any non-public information disclosed by one party to the other that is designated as confidential or that reasonably should be understood to be confidential.
• "Order Form" — A written or electronic document specifying the plan, number of users, subscription term, and applicable fees agreed upon by both parties.
• "GST" — Goods and Services Tax as applicable under the Central Goods and Services Tax Act, 2017, and related statutes.

2. License Grant & Access

Subject to the terms of this Agreement and payment of applicable fees, the Company grants the Customer a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Platform solely for the Customer's internal business purposes during the Subscription Term.

This license does not permit the Customer to:

• Sublicense, resell, or make the Platform available to third parties (other than authorised Users);
• Modify, copy, or create derivative works of the Platform or its underlying code;
• Reverse-engineer, decompile, or disassemble any part of the Platform;
• Use the Platform to build a competing product or service;
• Remove or obscure any proprietary notices or labels on the Platform.

Access is granted on a per-User, per-plan basis as specified in the applicable Order Form or online subscription. The Customer is responsible for ensuring that the number of active Users does not exceed the licensed quantity.

3. Accounts & Users

3.1 Account Registration

To access the Platform, the Customer must register an account by providing accurate, complete, and current information. The Customer is responsible for maintaining the accuracy of this information throughout the Subscription Term.

3.2 User Administration

The Customer shall designate at least one administrator account. The Customer is solely responsible for:

• Creating, managing, and deactivating User accounts;
• Assigning appropriate roles and access permissions;
• Ensuring each User complies with this Agreement;
• All actions taken by Users under the Customer's account.

3.3 Account Security

The Customer must maintain the confidentiality of all login credentials. Sharing credentials between multiple individuals is prohibited. The Customer must notify the Company immediately upon becoming aware of any unauthorised access or breach of account security. The Company shall not be liable for any loss arising from unauthorised use of the Customer's account.

4. Subscriptions & Plans

4.1 Available Plans

All prices are in Indian Rupees (INR) and are exclusive of applicable GST. The Company reserves the right to modify pricing upon 30 days' prior written notice.

4.2 Subscription Term

Subscriptions commence on the date of activation and continue for the period specified in the Order Form (monthly or annual). Unless either party provides written notice of non-renewal at least 30 days before the end of the current term, the subscription will automatically renew for an equivalent period at the then-current pricing.

4.3 Plan Upgrades & Downgrades

Upgrades take effect immediately and are billed on a pro-rata basis for the remainder of the current billing cycle. Downgrades take effect at the start of the next billing cycle. Downgrading may result in loss of access to features or data volumes not included in the lower plan; the Customer is responsible for exporting any affected data before the downgrade takes effect.

5. Payment, Billing & GST

5.1 Payment Terms

For annual plans, subscription fees are payable in advance at the start of each annual term. For monthly plans, fees are payable in advance at the start of each monthly cycle. All invoices are due within 15 days of the invoice date unless otherwise specified in the Order Form.

5.2 Payment Methods

Payments may be made via bank transfer (NEFT/RTGS/IMPS), UPI, or credit/debit card through our authorised payment gateway. The Customer is responsible for all bank charges associated with the payment.

5.3 Late Payments

Overdue payments attract interest at the rate of 1.5% per month (or the maximum rate permitted by applicable law, whichever is lower) calculated from the due date until the date of actual payment. The Company reserves the right to suspend access to the Platform after 15 days of non-payment following written notice, and to terminate the subscription after 30 days of non-payment.

5.4 GST & Taxes

All fees are exclusive of GST and any other applicable taxes, levies, or duties. GST will be charged at the applicable rate on all invoices. The Customer is responsible for providing a valid GSTIN for B2B transactions. Where the Customer is located outside India, applicable taxes shall be levied as per Indian regulations. Each party is responsible for its own income taxes.

5.5 Refund Policy

All subscription fees are non-refundable except as expressly provided herein or required by applicable law. In the event of termination for cause by the Customer under Section 16.3, the Company will provide a pro-rata refund for the unused portion of the prepaid subscription period. No refunds are provided for partial-month usage or for early termination by the Customer.

6. Free Trial

The Company may offer a free trial of the Platform for a specified period. During the free trial:

• Access is provided "as-is" without any warranties or SLA commitments;
• The Company reserves the right to modify or terminate the trial at any time without notice;
• Data entered during the trial may be retained after conversion to a paid plan or deleted upon expiry, at the Company's discretion (with prior notice);
• Conversion to a paid plan requires a valid payment method and agreement to these Terms.

7. Acceptable Use Policy

The Customer agrees to use the Platform only for lawful purposes and in compliance with all applicable Indian laws and regulations. The Customer shall not, and shall ensure its Users do not:

• Upload, transmit, or store any unlawful, defamatory, obscene, or fraudulent content;
• Violate any applicable data protection law, including the IT Act, 2000, SPDI Rules, 2011, or DPDP Act, 2023;
• Engage in any automated data scraping, crawling, or bulk downloading of Platform data without written authorisation;
• Introduce malware, viruses, ransomware, or any other harmful code into the Platform;
• Attempt to gain unauthorised access to any part of the Platform or its underlying infrastructure;
• Overload or disrupt the Platform's infrastructure through denial-of-service attacks or excessive API calls;
• Use the Platform to discriminate against candidates or individuals on grounds prohibited by Indian law, including the Constitution of India and applicable employment regulations;
• Use the Platform for any purpose other than legitimate business staffing, recruitment, and workforce management operations;
• Engage in spam, unsolicited communications, or any activity that violates applicable anti-spam laws.

The Company reserves the right to investigate any suspected violation of this policy and to suspend or terminate access without notice where a serious violation is established.

8. Customer Data & Privacy

8.1 Ownership of Customer Data

As between the parties, the Customer retains all ownership rights in and to the Customer Data. The Company claims no ownership over Customer Data. The Customer grants the Company a limited, non-exclusive license to process Customer Data solely as necessary to provide the Platform and related services.

8.2 Company as Data Processor

In respect of personal data of third parties (candidates, vendors, clients) uploaded by the Customer, the Company acts as a Data Processor and the Customer acts as the Data Fiduciary under the DPDP Act, 2023. The Customer is solely responsible for:

• Obtaining all necessary consents from data subjects prior to uploading their data;
• Ensuring the lawfulness of data collection and processing;
• Complying with applicable data protection laws governing the data they process.

The Company will process such data only on the Customer's documented instructions and will implement appropriate technical and organisational measures to protect it.

8.3 Data Portability & Export

The Customer may export Customer Data from the Platform in supported formats at any time during the Subscription Term. Upon termination, the Customer has 30 days to export their data. After this period, the Company may delete all Customer Data in accordance with its data retention policy, unless otherwise required by law.

8.4 Privacy Policy

The collection and use of personal data provided by the Customer and its Users is governed by the Company's Privacy Policy, which is incorporated into this Agreement by reference.

9. Security Obligations

The Company shall implement and maintain reasonable technical and organisational security measures to protect the Platform and Customer Data, including encryption, access controls, and security monitoring. The Company will notify the Customer of any confirmed data breach affecting Customer Data within 72 hours of becoming aware of it.

The Customer is responsible for:

• Maintaining the security of User credentials and access devices;
• Configuring security settings (e.g., enabling multi-factor authentication where available);
• Promptly reporting any suspected security incidents to the Company.

10. Service Availability & SLA

10.1 Uptime Commitment

The Company targets a monthly uptime of 99.5% for the ProTeamMate platform (excluding scheduled maintenance and events beyond the Company's reasonable control). Uptime is measured as a percentage of total minutes in a calendar month during which the Platform is accessible and functional.

10.2 Scheduled Maintenance

The Company will provide at least 24 hours' advance notice for scheduled maintenance that may affect Platform availability, except in cases of urgent security patches. Scheduled maintenance windows are typically conducted between 11:00 PM and 4:00 AM IST.

10.3 Service Credits

If monthly uptime falls below 99.5%, the Customer may request a service credit as follows:

• 99.0% – 99.4%: 5% credit on the affected month's subscription fee
• 95.0% – 98.9%: 10% credit on the affected month's subscription fee
• Below 95.0%: 20% credit on the affected month's subscription fee

Service credits must be requested within 15 days of the end of the affected month and are applied to future invoices. Credits are the Customer's sole remedy for service unavailability and do not apply to Enterprise plans with custom SLA terms.

10.4 Support

Support is provided via email during business hours (10:00 AM – 6:00 PM IST, Monday to Friday, excluding Indian public holidays). Enterprise plans include priority support as specified in the applicable Order Form.

11. Intellectual Property

11.1 Company IP

The Platform, including all software, code, algorithms, interfaces, documentation, trade names, trademarks ("ProTeamMate™"), and related materials, is the exclusive intellectual property of Linkage IT Private Limited or its licensors. Nothing in this Agreement transfers any ownership of Company IP to the Customer.

11.2 Feedback

If the Customer provides suggestions, ideas, or feedback regarding the Platform ("Feedback"), the Company may use such Feedback without restriction and without any obligation to compensate the Customer. The Customer hereby assigns to the Company all rights, title, and interest in such Feedback.

11.3 Customer IP

The Customer retains all intellectual property rights in the Customer Data and any proprietary materials provided to the Company. The Company's use of Customer Data is limited to providing the Platform as described in this Agreement.

12. Confidentiality

Each party agrees to hold the other party's Confidential Information in strict confidence, using at least the same degree of care it uses to protect its own confidential information (but no less than reasonable care). Each party agrees not to disclose Confidential Information to any third party without prior written consent, and to use Confidential Information solely for the purposes of this Agreement.

Obligations of confidentiality do not apply to information that:

• Is or becomes publicly available through no fault of the receiving party;
• Was independently known to the receiving party without restriction;
• Is required to be disclosed by law, court order, or government authority (with prior notice to the disclosing party where legally permissible).

These confidentiality obligations survive for a period of 3 years after termination of this Agreement.

13. Warranties & Disclaimers

13.1 Company Warranties

The Company warrants that: (a) it has the right and authority to enter into this Agreement; (b) the Platform will perform materially in accordance with the published documentation; and (c) it will not knowingly introduce malware into the Platform.

13.2 Customer Warranties

The Customer warrants that: (a) it has the right and authority to enter into this Agreement; (b) it has obtained all necessary consents and permissions for any data uploaded to the Platform; and (c) its use of the Platform complies with all applicable laws.

13.3 Disclaimer

14. Limitation of Liability

Each party's total cumulative liability arising out of or related to this Agreement shall not exceed the total subscription fees paid by the Customer in the 12 months immediately preceding the claim, regardless of the cause of action or the theory of liability.

The limitations in this Section shall not apply to: (a) liability for death or personal injury caused by negligence; (b) fraud or fraudulent misrepresentation; (c) breaches of confidentiality; (d) indemnification obligations under Section 15; or (e) liability that cannot be limited by law.

15. Indemnification

15.1 By the Company

The Company shall indemnify, defend, and hold the Customer harmless from and against any third-party claims arising from the Platform infringing any Indian intellectual property right, provided the Customer promptly notifies the Company of such claim, gives the Company sole control of the defence, and cooperates as reasonably requested. This indemnity does not apply if the infringement arises from Customer modifications, Customer Data, or use of the Platform in breach of this Agreement.

15.2 By the Customer

The Customer shall indemnify, defend, and hold the Company harmless from and against any third-party claims arising from: (a) the Customer's breach of this Agreement; (b) the Customer's violation of applicable law; (c) Customer Data infringing any third-party right; or (d) the Customer's wilful misconduct or negligence.

16. Term & Termination

16.1 Term

This Agreement commences on the date the Customer first accesses the Platform and continues for the Subscription Term, renewing automatically as described in Section 4.2.

16.2 Termination for Convenience

Either party may terminate this Agreement at the end of the current Subscription Term by providing written notice of non-renewal at least 30 days before the renewal date. Early termination by the Customer does not entitle the Customer to a refund except as provided in Section 5.5.

16.3 Termination for Cause

Either party may terminate this Agreement immediately upon written notice if the other party:

• Materially breaches this Agreement and fails to cure such breach within 30 days of written notice;
• Becomes insolvent, makes an assignment for the benefit of creditors, or is subject to insolvency proceedings;
• Engages in conduct that is fraudulent, criminal, or grossly negligent.

16.4 Effect of Termination

Upon termination:

• All licenses granted under this Agreement immediately terminate;
• The Customer must cease all use of the Platform;
• The Customer has 30 days to export Customer Data before it is deleted;
• All outstanding fees become immediately due and payable;
• Provisions that by their nature should survive (including Sections 11, 12, 13.3, 14, 15, and 19) shall survive termination.

17. Changes to the Service

The Company reserves the right to modify, update, or discontinue features of the Platform at any time. For material changes that adversely affect existing functionality included in a Customer's current plan, the Company will provide at least 30 days' prior written notice. Minor changes, bug fixes, and security updates may be deployed without notice.

The Company may update these Terms of Service from time to time. Material changes will be communicated to the Customer via email or in-platform notification at least 14 days before the changes take effect. Continued use of the Platform after the effective date constitutes acceptance of the updated Terms.

18. Force Majeure

Neither party shall be liable for any delay or failure to perform its obligations under this Agreement due to circumstances beyond its reasonable control, including but not limited to acts of God, natural disasters, epidemics or pandemics, war, civil unrest, acts of terrorism, government orders, failure of internet infrastructure, or power outages ("Force Majeure Event").

The party affected by a Force Majeure Event must promptly notify the other party in writing. If a Force Majeure Event continues for more than 30 consecutive days, either party may terminate this Agreement by written notice without further liability, except for payment of fees for services actually rendered.

19. Governing Law & Dispute Resolution

19.1 Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the Republic of India, without regard to its conflict of law provisions. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement.

19.2 Informal Resolution

Before initiating formal dispute resolution, the parties shall attempt in good faith to resolve any dispute through direct senior-level negotiations for a period of at least 30 days following written notice of the dispute.

19.3 Arbitration

If informal resolution fails, any dispute, controversy, or claim arising out of or in relation to this Agreement, including its breach, termination, or validity, shall be finally resolved by binding arbitration in accordance with the Arbitration and Conciliation Act, 1996 (as amended). The arbitration shall be conducted by a sole arbitrator mutually agreed upon by both parties, or appointed by the relevant court in the absence of agreement. The seat of arbitration shall be New Delhi, India. The language of arbitration shall be English. The arbitrator's award shall be final and binding.

19.4 Jurisdiction

For any matter not subject to arbitration (including urgent injunctive relief), each party submits to the exclusive jurisdiction of the competent courts of New Delhi, India.

20. General Provisions

• Entire Agreement — This Agreement constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior agreements, representations, and understandings.
• Order of Precedence — In case of conflict, the Order Form prevails over these Terms, which prevail over the Privacy Policy.
• Severability — If any provision of this Agreement is found unenforceable, the remaining provisions shall continue in full force and effect.
• Waiver — Failure to enforce any provision of this Agreement shall not constitute a waiver of future enforcement of that or any other provision.
• Assignment — The Customer may not assign this Agreement or any rights hereunder without the Company's prior written consent. The Company may assign this Agreement in connection with a merger, acquisition, or sale of assets, provided the assignee assumes all obligations hereunder.
• Notices — All notices under this Agreement shall be in writing and delivered by email (with acknowledgement of receipt) or registered post to the addresses specified in the Order Form or account registration.
• Relationship — The parties are independent contractors. Nothing in this Agreement creates an employment, partnership, joint venture, or agency relationship between the parties.
• Language — This Agreement is executed in the English language. In the event of any inconsistency between an English version and any translated version, the English version shall prevail.

21. Contact Information

For any legal queries, contract-related correspondence, or compliance notices, please contact:

By accessing or using the ProTeamMate platform, you confirm that you have read, understood, and agree to be bound by these Terms of Service. If you are entering into this Agreement on behalf of a company or other legal entity, you represent that you have the authority to bind such entity.