Welcome to Cloudpital. Cloudpital provides one place, online, for care providers to automate their practice.
Terms of Service Agreement
This Terms of Service Agreement (the “Agreement”) is made and entered into by and between you and Cloudpital Technologies Private Limited (“Cloudpital”), a company incorporated in Pakistan under the Companies Act, 1956. This Agreement contains the terms and conditions that govern the use of, and the terms and conditions upon which Cloudpital will provide to you certain payroll, human resources and other related services through our website (collectively, the “Service”).
You are required to indicate your acceptance of the terms and conditions below in order to access and use the Service. By accessing or using the Service, you are consenting to be bound by the terms of this Agreement.
This Agreement is applicable to all persons who use or access the Service, in their company’s capacity or on an individual capacity, including authorized users representing the employer, its employees or other persons using or accessing the Service (collectively, “Users”). If you are agreeing to these terms on behalf of a business, you represent and warrant that you have authority to bind that business to this Agreement, and your agreement to these terms will be treated as the agreement of the business. In that event, “you” and “your” refer to that business.
As long as you meet your payment obligations and comply with the terms of this Agreement, Cloudpital will provide you the Service for the purpose of calculating payroll, manaing employee information and other HR related services for your business for the period of time specified in the order and invoice documents. You may not use the Service on a professional basis for anyone other than you without the consent of Cloudpital.
You give Cloudpital permission to obtain, verify, and record information that identifies the individual who opens an account or accesses the Service. Cloudpital may ask for your name, address, date of birth, PAN, Aadhaar and other information that will allow us to identify you.
The Service does not include obtaining access to the Internet for connecting to the Service. You acknowledge that the operation and availability of the communications systems (such as your internet connection, computer device) used for accessing and interacting with the Service or to transmit information to the taxing authorities can be unpredictable and may, from time to time, interfere with or prevent access to the Service or its operation. Cloudpital is not in any way responsible for any such interference with or prevention of your use of or access to the Service. In such cases, you must contact customer support by other means for instructions on computing payroll and associated taxes. You will, at your own cost and expense, obtain, install and, at all times during its utilization of the Service, maintain in good working order all software, hardware and other equipment necessary for you to access Cloudpital services in accordance with this Agreement. In the event of any failure of such software, hardware or other equipment, you will deliver to Cloudpital all data which you would otherwise have provided that is necessary for Cloudpital to perform Cloudpital’s obligations in connection with the Services.
You agree not to: (i) use the Service other than as authorized in this Agreement; (ii) use any device, software, or routine that interferes with any application, function, or use of the Service, or is intended to damage, detrimentally interfere with, surreptitiously intercept, or expropriate any system, data, or communication; (iii) resell, sublicense, time-share, or otherwise share the Service with any third party; (iv) frame or mirror the Service; (v) decompile, disassemble or reverse-engineer the underlying software or application that is part of the Service or otherwise attempt to derive its source code; (vi) use the Service either directly or indirectly to support any activity that is illegal; (vi) access the Service for purposes of monitoring its availability, performance or functionality, or for any other benchmarking or competitive purposes; or (vii) authorize any third parties to do any of the above.
Cloudpital Services Account
You will designate and authorize either yourself and/or one or more individual users of the Service with authority to act on your behalf and to bind you and/or your business in various roles such as ‘Global Administrator, Payroll Administrator etc” (each termed as an “Administrator”), who may access the Service by entering a confidential user ID and password created by following the instructions provided via the Service and which will entitle them, depending on their designation and permissions given, to have authority to access, review, modify and/or provide approvals on your behalf. The Administrator will approve and submit the Payroll Information thereby authorizing Cloudpital to process your payroll and tax calculations.
You will, and will cause your authorized users to, take reasonable steps to maintain the confidentiality of the authorization procedures and the user IDs and passwords and related instructions provided by Cloudpital. If you believe or suspect that any such user IDs and passwords or related instructions have been known or accessed by unauthorized persons, you will immediately notify Cloudpital in a manner affording Cloudpital a reasonable opportunity to act on the information, and you acknowledge that failure to immediately notify Cloudpital could result in unauthorized access to confidential information concerning you and your employees. Cloudpital reserves the right to prevent access to the Service should Cloudpital have reason to believe the confidentiality of the security procedure or the confidentiality of the user IDs and passwords have been compromised. You are responsible for any actions taken on the Service by your Administrator and/or any other authorized users, and for any transactions resulting from your failure to maintain the confidentiality of your account. You agree that the provision of a user ID and password by you, your Administrator and/or any other authorized users, will have the same effect as providing a written signature authorizing any actions on the Service.
Cloudpital will notify you via electronic communication or by other means when all data necessary to begin the Service has been received and the enrollment process has been completed. You shall then, prior to submitting your first payroll, review for completeness and accuracy the Payroll Information. For purposes of this Agreement, “Employee Information” shall mean all information posted for your review on the Service such as, the information used to calculate and pay employee payroll, track leave, attendance and other employee information, produce payroll tax return reports. You must correct incorrect or missing Account Information, either by itself or by notifying Cloudpital in the manner specified in the electronic communication and within the time period specified therein. You are fully responsible for the accuracy of all information you provide, submit and/or approve, including, without limitation any Income Tax Department or other penalties and/or interest arising therefrom.
You agree that by submitting each payroll (including the first payroll): (i) you have approved all Employee Information, (ii) you have waived and released any claim against Cloudpital arising out of any errors in the Employee Information which you have not yourself corrected or have not requested Cloudpital to correct, and (iii) any subsequent request for corrections will be considered special handling and additional fees may be charged. Final audit responsibility rests with you. Cloudpital will not have any responsibility for verifying the accuracy of any data you provide or directly input via the Service or any other method.
Cloudpital may permit, but shall not be obligated to permit your Administrator or other a designated representative to communicate with Cloudpital by electronic mail or other means about the Service. You acknowledge that any such electronic mail communication or other means of communication will be made available for your benefit and convenience, that any Payroll Information, Entries or other instructions communicated to Cloudpital will be deemed to have been fully authorized by you and you shall be fully responsible for the accuracy of such information including, without limitation, any Income Tax Department or other penalties and/or interest arising therefrom; and that, notwithstanding such deemed authorization, Cloudpital may in its sole discretion refuse to accept or act upon any such instructions.
Cloudpital, its employees and agents will hold in strict confidence all data furnished by you or produced by Cloudpital under this Agreement; provided, however, that such parties will not be held liable if such data is released through other sources, or if Cloudpital, its employees and agents release the data because of a reasonable belief that you have consented to such disclosure.
Services Fees and Charges
You agree to pay the fees for the Service in accordance with applicable fee schedule. You agree to reimburse Cloudpital for any sales, use and similar taxes arising from the provision of the Service that any central, state or local governments may impose. Cloudpital may charge additional fees for exceptions processing, setup and other special services. Cloudpital reserves the right to change the schedule of fees from time to time. You will be notified of any change in fees at least 60 days in advance of the effective date. If a fee increase or change to this Agreement is not acceptable, you may cancel the Service as provided herein prior to the time when it takes effect. Your continued use of the Service constitutes your agreement to those changes. If Cloudpital is unable to collect fees due, Cloudpital may suspend the Service or terminate this Agreement.
Cloudpital owns all worldwide right, title and interest in and to the Service and the website, applications and software platform that Cloudpital uses to provide the Service ( “Cloudpital IP”). This Agreement does not convey any proprietary interest in or to any Cloudpital IP or rights of entitlement to the use thereof except as expressly set forth herein. You acknowledge and agree that the fees paid pursuant to this Agreement apply only to the use of the Service by you. Any feedback, comments and suggestions you may provide for improvements to the Service ( “Feedback”) is given entirely voluntary and Cloudpital will be free to use, disclose, reproduce, license or otherwise distribute, and exploit such Feedback as it sees fit, entirely without obligation or restriction of any kind.
Your use of the Service is entirely at your own risk. Cloudpital is not in the business of providing legal, tax, financial, accounting, employment, or other professional services or advice. You should consult a professional trained in those areas if you need such assistance. The Service is provided “AS IS” and on an “AS AVAILABLE” basis. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, Cloudpital DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, DATA LOSS, NON-INFRINGEMENT, OR THE ACCURACY, RELIABILITY, QUALITY OF ANY INFORMATION OR CONTENT IN OR LINKED TO THE SERVICE. Cloudpital DOES NOT WARRANT THAT THE SERVICE WILL BE COMPLETELY SECURE, FREE FROM BUGS, VIRUSES, INTERRUPTION, ERRORS, THEFT OR DESTRUCTION. If the exclusions for any implied warranties do not apply to you, any implied warranties are limited to 60 days from the date of delivery of the Service.
The Service will continue until such time as you or Cloudpital gives 30 days’ prior written notice (which may be given by email or through a notice in your account), unless termination is for cause. Cloudpital may terminate or temporarily suspend your access to the Service in the event that: (i) you breach any material provision of this Agreement that, (if it is capable of being cured) is not cured within 10 days from notice to you (5 days in the case of non-payment); or (ii) Cloudpital determines that your actions are likely to cause legal liability for Cloudpital or that you have misrepresented any data or information required by Cloudpital in connection with the Service or at any other time. The termination of the Service or this Agreement will not affect your or Cloudpital’s rights with respect to transactions which occurred before termination. Upon any termination of the Service, your right to access and use the Service will automatically terminate, and you may not continue to access or use the Service. Cloudpital will have no liability for any costs, losses, damages, or liabilities arising out of or related to Cloudpital’s termination of this Agreement.
Indemnity; Limitation of Liability
You agree to indemnify, defend and hold Cloudpital and its agents, contractors, services providers and affiliates (each, an “Indemnified Party”), harmless against all liabilities, claims, demands, damages, losses, fines, judgments, disputes, costs, charges and expenses (including, without limitation, reasonable attorneys’ fees incurred in connection with such claims) made by you or others resulting from, arising out of or related to (i) any acts or omissions by you, your Payroll Administrator and/or any other authorized users, or (ii) Cloudpital’s or any other Indemnified Party’s use of or reliance on information and data furnished by you or resulting from activities that Cloudpital or any other Indemnified Party undertakes at your request, or at the request of anyone Cloudpital or any other Indemnified Party believes in good faith to be your authorized agent, in providing the Service or otherwise in connection with this Agreement. In no event will Cloudpital’s or any other Indemnified Party’s liability for any act or omission relating to the Service exceed the total charge for services provided for the two (2) month period immediately preceding such act or omission by Cloudpital. IN NO EVENT WILL Cloudpital OR ANY OTHER INDEMNIFIED PARTY HAVE LIABILITY FOR ANY CONSEQUENTIAL, SPECIAL, PUNITIVE OR INDIRECT LOSS OR DAMAGES REGARDLESS OF WHETHER SUCH DAMAGES ARE BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER THEORY OR FORM OF ACTION OR WHETHER Cloudpital OR ANY OTHER INDEMNIFIED PARTY KNEW OR SHOULD HAVE KNOWN OF THE LIKELIHOOD OF SUCH DAMAGES IN ANY CIRCUMSTANCES.
This Agreement shall be treated as though it were executed and performed in Pakistan and shall be governed by and construed in accordance with the laws of the Union of Pakistan. All actions shall be subject to the limitations set forth in this agreement. The language in this Agreement shall be interpreted as to its fair meaning and not strictly for or against any party.
Notwithstanding any other provision in this Agreement, if either you or Cloudpital have any unresolvable dispute, controversy or claim, whether founded in contract, tort, statutory or common law, concerning, arising out of or relating to this Agreement or the Service, including any claim regarding the applicability, interpretation, scope or validity of this arbitration clause and/or this Agreement (a “Claim”) and upon the demand of either party, the Claim shall be referred to a sole Arbitrator to be mutually appointed by the Parties and the award made in pursuance thereof shall be final and binding on the Parties. The arbitration proceedings shall be governed in accordance with the Arbitration and Conciliation Act, 1996 or any statutory modification or re-enactment thereof for the time being in force. The arbitration shall be conducted in English language and the venue of such Arbitration shall be held in the city of Hyderabad.
Changes to Terms or Services
We may modify the Agreement at any time, in our sole discretion. If we do so, we’ll let you know either by posting the modified Agreement on the Site or through other communications. Cloudpital will try to, but is not obligated to, provide thirty (30) days prior notice of any such material change. It’s important that you review the Agreement whenever we modify it because if you continue to use the Services after we have posted the modified Agreement on the Site, you are indicating to us that you agree to be bound by the modified Agreement. If you don’t agree to be bound by the modified Agreement, then you may not use the Services anymore. Because our Services are evolving over time we may change or discontinue all or any part of the Services, at any time and without notice, at our sole discretion.
This Agreement constitutes the entire agreement between Cloudpital and you regarding the Service and replaces all prior understandings, communications and agreements, oral or written, regarding its subject matter. This Agreement may be modified only by a written amendment signed by the parties or as otherwise provided herein. If any court of law, having the jurisdiction, rules that any part of this Agreement is invalid, that section will be removed without affecting the remainder of the Agreement. The remaining terms will be valid and enforceable. You may not assign this Agreement without the prior written consent of Cloudpital. The provisions of this Agreement shall inure to the benefit of, and be binding upon, the parties and their respective successors and permitted assigns.
This Agreement, and any amendments hereto, by whatever means accepted, shall be treated in all manner and respects as an original contract and shall be considered to have the same binding legal effect as if it were an original signed version thereof delivered in person. Neither party hereto shall argue that a contract was not formed hereunder based on either (i) the use of electronic means to deliver a signature or to indicate acceptance of this Agreement or (ii) the fact that any signature or acceptance of this Agreement was transmitted or communicated through electronic means; and each party forever waives any related defense.