Terms of Service

In these Terms, the following words have the meanings set out below:

Your use of the Service constitutes your acceptance of these Terms. You may not use the Service if:

• You are under 18 years of age or are not legally competent to enter into a binding contract under applicable Indian law.
• You are barred from receiving the Service under any applicable law.
• You have previously had your account suspended or terminated by CenterManager for a violation of these Terms.

We reserve the right to modify these Terms at any time. Material changes will be communicated via in-app notice and email at least 14 days before they take effect. Continued use of the Service after the effective date constitutes acceptance of the revised Terms.

3.1 Registration

To use the Service, Center Admins must register for an account by providing accurate, current, and complete information. You agree to update your information promptly if it changes.

3.2 Account Security

• You are responsible for maintaining the confidentiality of your login credentials.
• You must notify us immediately at security@centersaas.test upon becoming aware of any unauthorised access to your account.
• CenterManager is not liable for any loss resulting from unauthorised use of your account that occurs before you notify us.
• You may not share your account credentials or allow multiple individuals to use a single account login.

3.3 Operator Accounts

Center Admins are responsible for all Operators they add to their center. By adding an Operator, you confirm you have their consent to process their personal data on the platform and that they are bound by these Terms in their use of the Operator panel.

4.1 Available Plans

4.2 Payment

• All fees are quoted and charged in Indian Rupees (INR) and are exclusive of applicable taxes (GST).
• Payments are due at the start of each Billing Cycle. Failure to pay will result in service suspension after a 7-day grace period.
• Annual plans are non-refundable except as expressly stated in Section 4.4.

4.3 Upgrades & Downgrades

You may upgrade your plan at any time; the price difference will be prorated for the remaining billing period. Downgrading takes effect at the next Billing Cycle renewal. Downgrading to a plan that does not support your current operator count will require you to reduce active operators first.

4.4 Refund Policy

4.5 Free Trial

We may offer a free trial at our discretion. At the end of the trial, your account will be suspended unless you upgrade to a paid plan. No credit card is required during the trial period.

You agree to use the Service only for lawful purposes and in accordance with these Terms. You must not:

• Upload, transmit, or store data that is unlawful, harmful, defamatory, obscene, or infringes any third-party rights.
• Attempt to gain unauthorised access to any part of the Service, other accounts, or any related systems or networks.
• Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the Service.
• Use the Service to send spam, phishing messages, or any unsolicited commercial communications.
• Introduce viruses, malware, or any other harmful code into the Service.
• Resell, sublicense, or exploit the Service commercially without our written permission.
• Use the Service to store or process data subject to special regulatory requirements (e.g., payment card data under PCI-DSS) unless specifically agreed in writing.
• Misrepresent your identity, affiliation, or the nature of your service center.

6.1 CenterManager's IP

The Service — including its software, design, user interface, logos, trademarks, algorithms (including the carry-over task logic), and all documentation — is the exclusive intellectual property of CenterManager Technologies Private Limited, protected under Indian and international copyright, trademark, and patent law.

These Terms grant you a limited, non-exclusive, non-transferable, revocable licence to use the Service solely for your internal business operations during your active subscription period. No other rights are granted.

6.2 Your IP

You retain full ownership of all Customer Data you upload or generate on the platform. You grant CenterManager a limited licence to host, store, process, and display your Customer Data solely to the extent necessary to provide and improve the Service.

6.3 Feedback

If you submit suggestions, ideas, or feedback about the Service, you agree that CenterManager may use such feedback without restriction, attribution, or compensation to you.

You are the Data Principal (controller) of all Customer Data. CenterManager acts as a Data Fiduciary / Processor under the Digital Personal Data Protection Act, 2023 and processes your data only as instructed by your use of the Service and as described in our Privacy Policy.

• You are responsible for ensuring you have the lawful right to upload all Customer Data, including obtaining any necessary consents from your Operators, clients, or end users.
• You must not upload sensitive personal data (Aadhaar, financial account numbers, medical records) unless the Service feature is expressly designed for that purpose.
• Upon termination of your subscription, Customer Data will be available for export for 30 days, after which it will be deleted per our retention schedule.

Our full data practices are described in the Privacy Policy, which is incorporated into these Terms by reference.

Each party may have access to confidential information of the other party in connection with the Service. "Confidential Information" means any non-public information disclosed by either party that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information.

• Each party agrees to protect the other's Confidential Information with the same degree of care it uses for its own confidential information (but no less than reasonable care).
• Confidential Information may only be used to perform obligations or exercise rights under these Terms.
• CenterManager's pricing, internal roadmap, and technical architecture are our Confidential Information. Your Customer Data is your Confidential Information.

Confidentiality obligations do not apply to information that is: publicly known through no breach of these Terms; independently developed without use of the Confidential Information; received from a third party without restriction; or required to be disclosed by law or court order.

CenterManager targets 98% monthly uptime for the core platform, measured across a rolling calendar month, excluding scheduled maintenance and force majeure events.

Service credits are your sole and exclusive remedy for downtime below the SLA target. Credits must be requested within 30 days of the incident. We perform scheduled maintenance during off-peak hours (typically 12 AM – 4 AM IST) with at least 24 hours advance notice.

To the maximum extent permitted by applicable law, the Service is provided "as is" and "as available" without warranties of any kind, either express or implied, including but not limited to:

• Implied warranties of merchantability, fitness for a particular purpose, or non-infringement.
• Any guarantee that the Service will be error-free, uninterrupted, or free of harmful components.
• Any guarantee that results obtained from using the Service will be accurate, complete, or reliable.

CenterManager does not warrant that the salary calculations, attendance analytics, or task reports generated by the Service constitute legal, financial, or labour-law advice. You remain solely responsible for compliance with applicable employment and labour laws.

To the fullest extent permitted by applicable law:

• CenterManager shall not be liable for indirect, incidental, special, consequential, or punitive damages, including loss of profits, revenue, data, business, or goodwill, even if advised of the possibility of such damages.
• CenterManager's total aggregate liability arising out of or related to these Terms or the Service shall not exceed the fees you paid in the 3 months preceding the claim.
• These limitations apply regardless of the legal theory of the claim — contract, tort, negligence, strict liability, or otherwise.

Some jurisdictions do not allow exclusion of certain warranties or limitation of liability for certain types of damages. In such jurisdictions, our liability is limited to the fullest extent permitted by law.

You agree to defend, indemnify, and hold harmless CenterManager, its officers, directors, employees, and agents from and against any claims, liabilities, damages, judgments, penalties, losses, costs, and expenses (including reasonable legal fees) arising out of or relating to:

• Your use or misuse of the Service in violation of these Terms.
• Your Customer Data, including any claim that it infringes a third party's intellectual property or privacy rights.
• Your violation of any applicable law or regulation.
• Any dispute between you and your Operators or clients relating to data entered on the platform.

13.1 Termination by You

You may terminate your account at any time from your Center Admin dashboard. Termination takes effect at the end of your current Billing Cycle. No refund is issued for the remaining days of the current period.

13.2 Termination or Suspension by CenterManager

We may suspend or terminate your account immediately and without notice if:

• You materially breach these Terms and fail to cure the breach within 7 days of written notice.
• You engage in conduct that violates the Acceptable Use Policy (Section 5).
• We are required to do so by law or court order.
• Payment is overdue by more than 14 days.

We may also terminate the Service entirely upon 60 days' written notice to all customers.

13.3 Effect of Termination

Upon termination: your access to the Service will cease; Customer Data will be available for export for 30 days and then deleted; accrued payment obligations survive termination; provisions that by their nature should survive (IP, confidentiality, limitation of liability, indemnification, governing law) will continue to apply.

14.1 Governing Law

These Terms are governed by and construed in accordance with the laws of India, without regard to its conflict of law provisions. The courts of Bangalore, Karnataka shall have exclusive jurisdiction over any disputes arising under these Terms.

14.2 Informal Resolution

Before initiating any formal legal proceeding, both parties agree to attempt in good faith to resolve any dispute through direct negotiation. Either party may initiate this process by providing written notice of the dispute. If the dispute is not resolved within 30 days of such notice, either party may pursue formal remedies.

14.3 Arbitration

Any dispute that cannot be resolved through direct negotiation shall be finally settled by binding arbitration in accordance with the Arbitration and Conciliation Act, 1996. The arbitration shall be conducted in Bangalore in the English language by a sole arbitrator mutually appointed by the parties.

14.4 General

• Severability: If any provision of these Terms is found unenforceable, the remaining provisions will continue in full force and effect.
• Waiver: Our failure to enforce any right or provision shall not constitute a waiver of that right.
• Entire Agreement: These Terms, together with the Privacy Policy, constitute the entire agreement between you and CenterManager regarding the Service.
• Assignment: You may not assign these Terms without CenterManager's prior written consent. CenterManager may assign these Terms in connection with a merger, acquisition, or sale of assets.
• Force Majeure: Neither party shall be in breach of these Terms for delays or failures caused by circumstances beyond reasonable control, including natural disasters, government actions, or internet infrastructure failures.