# Terms of Service — Talpro Temp Lifecycle Platform
**Version:** 1.0 (DRAFT — pending counsel review)
**Last updated:** 19 April 2026
**Operator:** Talpro India Pvt. Ltd. (CIN [TBF]) ("Talpro", "we", "us", "our")
**Registered office:** [TBF — CEO]
**Contact:** legal@talproindia.com
**Grievance Officer (IT Rules 2021 Rule 3(2), CPA §14, DPDP §14):** Bhaskar Anand · bhaskar@talproindia.com · +91-[TBF] · 48h acknowledgement, 30-day resolution.
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## 0. Preamble, governing statutes, and definitions
These Terms form a binding electronic contract between you and Talpro governed principally by:
**(a)** Indian Contract Act, 1872 (ICA); **(b)** Information Technology Act, 2000 (IT Act) and rules thereunder including the IT (Intermediary Guidelines and Digital Media Ethics Code) Rules, 2021 and the IT (Reasonable Security Practices and Procedures and Sensitive Personal Data or Information) Rules, 2011 ("SPDI Rules"); **(c)** Digital Personal Data Protection Act, 2023 (DPDP) and rules/notifications thereunder; **(d)** Consumer Protection Act, 2019 (CPA) and the Consumer Protection (E-Commerce) Rules, 2020; **(e)** Specific Relief Act, 1963; **(f)** Sale of Goods Act, 1930 (mutatis mutandis for services); **(g)** Arbitration and Conciliation Act, 1996; **(h)** Payment and Settlement Systems Act, 2007 and RBI regulations; **(i)** Central Goods and Services Tax Act, 2017 (CGST) and State GST Acts; **(j)** Income Tax Act, 1961 (IT-61); **(k)** Employees' Provident Funds and Miscellaneous Provisions Act, 1952 (EPF Act); **(l)** Employees' State Insurance Act, 1948 (ESI Act); **(m)** Payment of Wages Act, 1936; **(n)** Minimum Wages Act, 1948; **(o)** Code on Wages, 2019; **(p)** Occupational Safety, Health and Working Conditions Code, 2020 (OSHWC); **(q)** Industrial Disputes Act, 1947; **(r)** Contract Labour (Regulation and Abolition) Act, 1970 (CLRA); **(s)** Shops and Establishments Acts of respective states; **(t)** Professional Tax Acts of respective states; **(u)** Labour Welfare Fund Acts of respective states; **(v)** Bhartiya Nyaya Sanhita, 2023; Bhartiya Nagarik Suraksha Sanhita, 2023; Bhartiya Sakshya Adhiniyam, 2023; **(w)** Prevention of Money Laundering Act, 2002 (PMLA); **(x)** Prevention of Sexual Harassment at Workplace Act, 2013 (POSH); **(y)** Rights of Persons with Disabilities Act, 2016; **(z)** any other statute in force in the Republic of India that applies to the subject matter.
**Definitions.** Words capitalised but not defined in these Terms take the meaning assigned to them in the statutes above or in our Privacy Policy. Specifically:
- **"Service"** — the Talpro Temp Lifecycle Platform including web apps (app., clients., me., admin., api., wa., health.), APIs, PWA, WhatsApp bot, mobile surfaces, documentation, and Content we produce.
- **"Agency"** — the staffing/HR entity that subscribes to the Service and that contracts end-Workers and Clients.
- **"Owner"** — the individual who signs up the Agency and warrants authority to bind it.
- **"User"** — any natural person accessing the Service, including Owners, Agency staff, Clients, and Workers.
- **"Worker"** — blue-collar or white-collar personnel on-boarded through the Agency.
- **"Client"** — the enterprise the Agency invoices for Worker deployment.
- **"Content"** — any data, text, file, image, message, timesheet, invoice, KYC artefact or record uploaded by or generated for a User.
- **"Personal Data"** — data defined under DPDP §2(t) and SPDI Rule 2(1)(i).
- **"Data Fiduciary" / "Data Processor"** — DPDP §2(i) / §2(k).
- **"Force Majeure Event"** — as defined in §18 below.
- **"Fees"** — subscription and usage charges payable by the Agency under the plan table in §5.
- **"Effective Date"** — the date you first accept these Terms.
- **"GST"** — Goods and Services Tax payable under CGST/SGST/IGST Acts.
## 1. Acceptance, electronic contract, and authority
**1.1** By clicking "I agree", creating an account, using the Service, issuing a WhatsApp /start command, or otherwise accessing any Service endpoint, you represent that you have read, understood, and agree to be bound by these Terms and the Privacy Policy incorporated by reference. These Terms are an electronic contract formed under ICA §10, IT Act §10A, and Indian Evidence Act/Bhartiya Sakshya Adhiniyam provisions on electronic records.
**1.2** You warrant that: (a) you are at least 18 years old and legally competent under ICA §11; (b) if acting on behalf of an Agency/Client, you have authority to bind that entity; (c) your acceptance does not violate any law, rule, order, contract or policy to which you are subject; (d) the information you provide is true, accurate, current and complete; (e) you are not a person or entity with whom it is unlawful for Talpro to deal (including sanctioned parties under PMLA or Foreign Contribution Regulation Act).
**1.3** If you do not agree to any provision of these Terms you must not use the Service. Continued use after a Terms update constitutes acceptance of the updated Terms.
## 2. Nature of the Service; no employer-of-record
**2.1** Talpro provides a software-as-a-service platform that **automates** workflows such as timesheet capture, attendance evidence, statutory computations (EPF, ESI, PT, LWF, TDS), GST e-invoice generation, and payroll disbursement. Talpro is a **technology enabler** and is **not**: an employer of the Workers, a labour contractor under CLRA, a payment aggregator, an NBFC, a banking correspondent, a tax agent, a practising chartered accountant, an advocate, or any other licensed professional.
**2.2** **The Agency remains the statutory employer / principal employer / registered taxpayer / contractor** (as applicable) and bears all obligations, liabilities, fines, penalties, contributions, filings, notices and compliances under labour, tax, data-protection, and other applicable laws. The Service's computed outputs are **aids**, not legal advice.
**2.3** Talpro does not give legal, tax, financial, accounting, medical, or psychological advice. You must obtain independent professional advice for any material decision.
## 3. Eligibility and account creation
**3.1** Use of the Service is limited to Indian-registered entities and Indian residents. Foreign use is not supported and may be geo-fenced.
**3.2** When signing up you must provide accurate identity, contact, GSTIN (if registered), PAN (for TDS), and Owner authentication details. We may verify any submission through DigiLocker, GSTN, NSDL, UIDAI-issued offline KYC XML, or RBI-regulated penny-drop services.
**3.3** You are solely responsible for all activity under your credentials. You must (a) keep credentials confidential; (b) enable multi-factor authentication when offered; (c) use a unique strong password (≥10 characters, entropy ≥60 bits); (d) log out from shared devices; (e) report suspected compromise within 24 hours to `security@talproindia.com`.
**3.4** We may verify any User's identity at any time through lawful means, and may suspend access during investigation without prior notice where we reasonably suspect breach, fraud, or regulatory risk.
**3.5** One natural person may own only one Agency account; additional accounts require a written exception.
## 4. Roles under DPDP; your obligations as Data Fiduciary
**4.1** For data the Agency uploads or generates about Workers, Clients, or third parties, **the Agency is the Data Fiduciary** under DPDP §2(i) and Talpro is the **Data Processor** under §2(k). For account, billing, and security-telemetry data about the Owner/User directly, **Talpro is the Fiduciary**.
**4.2** The Agency shall: (a) obtain clear, informed, specific, free, unambiguous consent from each data principal before uploading their Personal Data, via the Service's consent flows (WhatsApp opt-in, in-app consent, written consent form — all captured in the consent ledger); (b) publish its own privacy notice to its Workers/Clients as required by DPDP §5; (c) not upload data of children under 18 without verifiable parental consent (DPDP §9); (d) instruct Talpro only to lawful processing purposes; (e) notify Talpro immediately of any data-principal request or breach affecting Agency data; (f) maintain accurate records of consent and withdrawals.
**4.3** Talpro shall: (a) process Agency-uploaded data only on documented instructions; (b) implement technical and organisational safeguards described in the Privacy Policy (AES-256 at-rest encryption for PII-CRITICAL fields, TLS 1.3 in transit, Argon2id password hashing, Row-Level Security FORCE on every tenant table, partitioned audit log, hash-chained attendance for IT Act §65B evidentiary value); (c) assist the Agency with rights requests (§11–§15 DPDP) within the 30-day statutory SLA; (d) notify the Agency within 24 hours of a Personal Data Breach (DPDP §8(6) has a 72-hour DPB SLA; we undercut it); (e) engage sub-processors only on DPDP-equivalent DPAs (list in Privacy Policy §5).
## 5. Plans, fees, billing, GST, taxes
**5.1 Plan matrix.**
| Plan | Minimum monthly fee (₹, ex-GST) | Per-employee (₹/mo, ex-GST) | Employee cap |
|---|---|---|---|
| Free | 0 | 0 | ≤5 |
| Starter | 2,999 | 99 | unlimited |
| Growth | 9,999 | 199 | unlimited |
| Enterprise | 34,999 | 399 | unlimited (enterprise SLA) |
Fees are listed exclusive of GST. GST at the rate prevailing on the invoice date is added. Current rate: 18% (SAC 998316 — business-support information-technology services).
**5.2** Billing cycle begins on the Effective Date and renews monthly on the same date-of-month. Payment is due on issue of invoice and collected by auto-debit through Razorpay Subscriptions (UPI Autopay / NACH / card-on-file as the plan permits).
**5.3** Failed collection: the Service moves to **read-only degraded mode** after 7 days of unpaid dues; **full suspension** after 14 days; **hard-suspension** (account archived, data retained per retention policy) after 30 days. Reactivation after hard-suspension requires settlement of dues + a ₹999 reactivation fee.
**5.4** **Price changes.** We may revise Fees on 60 days' prior written notice (email + in-app banner). Existing monthly subscribers enjoy the old rate for one billing cycle from the effective date of the change. You may terminate penalty-free during the notice period.
**5.5** **Taxes.** You are responsible for all taxes that arise from your use, including TDS under IT-61 §194J/§194-O where applicable. If you are required to deduct TDS, you must provide a valid TDS certificate (Form 16A) within the statutory timeline; otherwise you shall gross-up the payment so Talpro receives the invoiced amount net of TDS.
**5.6** **Reverse Charge Mechanism.** If you are the recipient of a notified service under RCM (CGST §9(3)/(4)) you will self-assess and discharge GST; Talpro's invoice will be marked accordingly.
**5.7** **Invoicing.** Tax invoices are issued through the Service's GST module in compliance with CGST Rule 46 and, where applicable, IRN generation via the National Informatics Centre IRP. You warrant your GSTIN, LUT/SEZ status, and place of supply are correctly configured.
## 6. Acceptable use; prohibited conduct
**6.1** You will not, and will not permit any User to:
(a) upload, process, or transmit Content that is illegal, obscene, defamatory, invasive of privacy, hateful, racially or ethnically objectionable, disparaging, or otherwise unlawful under IT Act §66, §67, §67A, §67B, §69A, §72, §72A, Bhartiya Nyaya Sanhita §§295A, 354A, 499, 500 or any other law;
(b) infringe any intellectual-property, publicity, privacy, or other right;
(c) harass, bully, defame, stalk, threaten, or impersonate any person;
(d) upload malware, virus, trojan, worm, ransomware, logic bomb, or other harmful code;
(e) reverse-engineer, decompile, disassemble, tamper, probe, or attempt to discover source code, underlying ideas, algorithms or structure except to the extent expressly permitted by law notwithstanding this prohibition;
(f) circumvent rate limits, RLS, encryption, licence keys, feature flags, or other security or access controls;
(g) use the Service to send unsolicited commercial electronic messages ("spam"), or to violate TRAI UCC regulations, Do-Not-Disturb preferences, or the Indian Telegraph Act, 1885;
(h) use the Service for lending, collections, recovery, or any activity regulated by the RBI without the requisite licences;
(i) use the Service to process data of children (<18) without verifiable parental consent;
(j) resell, sublicence, lease, rent, or white-label the Service without a separate written agreement executed by a Talpro director;
(k) scrape, spider, crawl, or index Service data except within the public documented API's rate limits and robots.txt directives;
(l) create artificial signups, fake clock-ins, fake attendance, fake KYC, or other fraudulent Content;
(m) engage in money laundering, terror financing, sanctions-evasion, or the processing of proceeds of crime (PMLA, UAPA, Foreign Trade (Development and Regulation) Act);
(n) breach any applicable export-control, sanctions, or trade-compliance law (including US OFAC, EU sanctions to the extent applicable);
(o) use automated accounts, bots, or scripts without disclosure;
(p) attempt to access data of another tenant;
(q) misrepresent facts that induce Talpro to enter or continue this contract;
(r) use the Service in a manner that violates POSH Act obligations or that discriminates on grounds protected by the Constitution of India or the RPwD Act.
**6.2** Violation of §6.1 may lead to immediate suspension, termination, forfeiture of pre-paid Fees, reporting to law enforcement, and civil / criminal liability.
**6.3** **Intermediary status.** Where Talpro is treated as an "intermediary" under IT Act §2(w) in respect of third-party Content, Talpro shall observe the due-diligence obligations under the IT Rules 2021 and enjoy the safe-harbour of IT Act §79 subject to those rules.
## 7. Intellectual property
**7.1** The Service (including the platform, APIs, code, database schemas, look-and-feel, trademarks, logos, documentation, and Talpro-generated outputs such as computed EPF/ESI/PT/LWF tables, rate cards, template libraries, and sample prompts) is the exclusive property of Talpro and its licensors, protected by the Copyright Act, 1957, the Trade Marks Act, 1999, the Patents Act, 1970 (for any patentable inventions), the Designs Act, 2000, and international treaties. All rights not expressly granted are reserved.
**7.2** Subject to your compliance with these Terms and payment of Fees, Talpro grants you a non-exclusive, non-transferable, non-sublicensable, revocable, limited licence to access and use the Service for your internal business operations only during the subscription term.
**7.3** You retain all rights in Content you upload. You grant Talpro a worldwide, royalty-free, non-exclusive licence to host, cache, reproduce, translate, route, display, transmit, and process your Content strictly to operate, secure, and improve the Service, comply with law, and enforce these Terms. This licence terminates on deletion of the Content (subject to backup retention).
**7.4** **Feedback.** Any feedback, suggestion, idea, or improvement request you provide is non-confidential, non-compensable, and may be used by Talpro for any purpose in perpetuity.
**7.5** **No reverse engineering of AI outputs.** The Service uses machine-learning models (internal and third-party). You will not use Service outputs to train a competing model without prior written consent.
## 8. Confidentiality
**8.1** Each party will protect the other's Confidential Information with at least the same care it uses to protect its own (no less than reasonable care). Confidential Information excludes information that: (a) is or becomes public without breach; (b) was rightfully known before disclosure; (c) is rightfully obtained from a third party without confidentiality obligation; (d) is independently developed; (e) must be disclosed by law or lawful order (with prompt notice where legally permissible).
**8.2** Talpro's Confidential Information includes pricing, roadmap, security architecture, and model prompts. Your Confidential Information includes Worker Personal Data, Client lists, rate cards, margins, wage data, and any information you mark confidential.
**8.3** Confidentiality obligations survive termination for 5 years, or indefinitely for trade secrets.
## 9. Representations and warranties
**9.1** **Talpro warrants** that: (a) it will perform the Service in a workmanlike manner; (b) it has the right to grant the licences in §7; (c) it will observe the security and data-protection commitments in the Privacy Policy; (d) it will comply with all laws applicable to its provision of the Service.
**9.2** **You warrant** that: (a) you have the legal capacity and authority to enter these Terms; (b) all information you provide is true and complete; (c) you hold lawful consent for all Content you upload; (d) you will use the Service only in compliance with law; (e) you will cause your Users (Agency staff, Workers, Clients) to comply with these Terms; (f) you will not use the Service for activities requiring licences you do not hold.
**9.3** **EXCEPT FOR THE EXPRESS WARRANTIES IN §9.1, AND TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE". TALPRO DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ACCURACY OF COMPUTATIONS AGAINST EVERY EDGE CASE OF LABOUR/TAX LAW, AND UNINTERRUPTED/SECURE OPERATION.**
## 10. Compliance automation caveat
**10.1** The Service computes EPF, ESI, PT, LWF, TDS, GST and other statutory amounts based on published rates and rules as of the computation date. Talpro tracks rule changes on a best-effort basis and publishes material updates in `docs/COMPLIANCE-CHANGELOG.md`.
**10.2** You acknowledge: (a) Indian labour and tax laws evolve frequently through gazette notifications, Finance Bills, state amendments, case law, and CBDT/EPFO/ESIC circulars; (b) edge cases exist where computed output requires human judgement; (c) filing accuracy is ultimately your responsibility as the statutory filer; (d) you must have a chartered accountant or competent compliance professional review outputs before material filings; (e) the Service does not file returns on your behalf unless expressly contracted in a separate SOW.
**10.3** Talpro is not liable for statutory penalties arising from (i) out-of-date Service rate tables published more than 30 days after a gazette notification's effective date, (ii) your failure to act on a Service-emitted warning, (iii) errors in your uploaded source data, or (iv) late filing by you.
## 11. Uptime, support, SLA
**11.1** **Uptime commitment:** 99.5% monthly uptime measured against `/v1/healthz` from our monitoring location. Exclusions: planned maintenance (≥48h notice), force majeure, Customer-caused incidents, third-party outages (Razorpay, Meta WhatsApp Cloud API, NIC IRP, EPFO, ESIC, DigiLocker), ISP/DNS disruption outside our control.
**11.2** **Support tiers:**
- P1 (production outage): ack within 4 business hours, target resolution 24 hours.
- P2 (degraded): ack 1 business day, target 5 business days.
- P3 (question/minor): ack 2 business days, target best-effort.
Business hours: Monday–Saturday 10:00–19:00 IST excluding gazetted holidays.
**11.3** **Service credits** (Enterprise plan only): if monthly uptime falls below 99.5%, the Agency may request a credit of 10% of that month's subscription Fee (excluding per-employee charges). Credits are not cash-refundable and must be claimed within 30 days of the affected month.
## 12. Suspension, termination, data export
**12.1** Either party may terminate these Terms for material breach on 30 days' written notice if the breach is uncured. Talpro may terminate immediately without notice for: non-payment beyond §5.3's grace period; breach of §6.1; fraud; legal order; threat to Service or third parties.
**12.2** Agency may terminate for convenience at any time via in-app account deletion or emailing `support@talproindia.com`; no pro-rata refund for the current month unless Service credits apply.
**12.3** On termination: (a) your licence under §7.2 ends; (b) you may export Content via `/v1/me/export` and the Agency admin export tools for 30 days; (c) we move data to archive at day 30; (d) we hard-purge at day 120 (30 export window + 90 DPDP purge) except where statute requires longer retention; (e) any surviving clauses (§§7.4, 8, 12, 13, 14, 15, 16, 17, 18, 19, 20) remain in force.
## 13. Limitation of liability
**13.1** **SUBJECT TO §13.3, TALPRO'S AGGREGATE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE IN ANY 12-MONTH PERIOD SHALL NOT EXCEED THE FEES PAID BY YOU IN THE 12 MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.**
**13.2** **IN NO EVENT WILL TALPRO BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, LOST PROFITS, LOST REVENUE, LOST GOODWILL, BUSINESS INTERRUPTION, LOST DATA (BEYOND OUR BACKUP RETENTION), OR COST OF PROCUREMENT OF SUBSTITUTE SERVICES, EVEN IF ADVISED OF THE POSSIBILITY.**
**13.3** Nothing in these Terms limits liability for: (a) fraud or fraudulent misrepresentation; (b) gross negligence or wilful misconduct; (c) death or personal injury caused by negligence; (d) liability that cannot be limited under the Consumer Protection Act, 2019 against consumers; (e) infringement of the other party's intellectual property; (f) payment obligations under these Terms; (g) statutory penalties imposed for specific non-compliance attributable solely to Talpro's conduct.
**13.4** The limitations in §13.1 and §13.2 apply even if a limited remedy fails of its essential purpose and regardless of the form of action (contract, tort, negligence, strict liability, statutory, or other).
## 14. Indemnity
**14.1 By you.** You will defend, indemnify and hold harmless Talpro, its directors, officers, employees and agents against any claim, demand, loss, liability, damage, fine, penalty, or cost (including reasonable legal fees) arising out of or related to: (a) your breach of these Terms; (b) your violation of law; (c) your Content and the processing thereof; (d) your failure to obtain data-principal consent; (e) your misrepresentation to Workers, Clients, tax authorities or regulators; (f) infringement of a third party's IP by your Content; (g) any act or omission of a User you authorised; (h) non-payment of Fees or taxes for which you are liable.
**14.2 By Talpro.** Talpro will defend, indemnify and hold harmless the Agency against a third-party claim that the Service, as made available by Talpro and used in accordance with these Terms, infringes an Indian registered patent, copyright, or trade mark. Exclusions: claims arising from (i) Content you uploaded, (ii) combination of Service with non-Talpro products, (iii) modifications you made, (iv) use after notice of infringement. In such a claim, Talpro may at its option procure the right to continue use, modify to become non-infringing, or terminate the affected feature and refund unused pre-paid Fees on a pro-rata basis. This is your sole and exclusive remedy for IP infringement.
**14.3 Process.** The indemnified party must (a) give prompt written notice, (b) allow the indemnifying party sole control of defence and settlement, (c) provide reasonable cooperation (at indemnifier's expense). No settlement may be made without the indemnified party's prior written consent, not to be unreasonably withheld.
## 15. Data protection, grievance, breach notification
**15.1** We handle Personal Data as described in the Privacy Policy. The Privacy Policy is incorporated by reference and forms part of these Terms.
**15.2** **Grievance Officer (IT Rules 2021 Rule 3(2) / CPA §14 / DPDP §14):** Bhaskar Anand · bhaskar@talproindia.com · acknowledges within 48 hours · resolves within 30 days.
**15.3** **Data Protection Officer (DPDP §10 — once SPDF designated by DPB):** dpo@talproindia.com.
**15.4** **Breach notification.** In the event of a Personal Data Breach (as defined in DPDP §2(o)) affecting Agency data, Talpro will notify the Agency within 24 hours of confirmation. The Agency is responsible for notifying affected data principals and the DPB in accordance with DPDP §8(6) (72-hour statutory SLA).
## 16. Third-party services
The Service integrates with Razorpay (payments / payouts), Meta WhatsApp Cloud API (messaging), NIC IRP (e-invoicing), DigiLocker (KYC), EPFO / ESIC / state portals (statutory filings), Resend (email), and others listed in Privacy Policy §5. Talpro is not responsible for third-party failures; your continued use is subject to the third party's own terms. We will make commercially reasonable efforts to route around outages but make no warranty.
## 17. Anti-bribery, anti-corruption, sanctions
Each party will comply with the Prevention of Corruption Act, 1988, the PMLA, the FCPA (to the extent applicable), the UK Bribery Act 2010 (to the extent applicable), and applicable sanctions laws. Neither party will offer, pay, or accept any bribe, kickback, or other improper payment.
## 18. Force majeure
**18.1** Neither party is liable for delay or failure caused by a Force Majeure Event, meaning an event beyond the affected party's reasonable control including: act of God; earthquake; flood; fire; epidemic / pandemic; war; armed conflict; riot; terrorism; strike; civil disturbance; nationwide communication, internet, DNS, electricity, cloud-provider, or payment-rail failure; regulatory order (including DPDP/TRAI/MEITY/RBI directives); embargo; sanction; gazette notification that renders performance unlawful; or cyber-attack not caused by the affected party's breach of §3.3 security duties.
**18.2** The affected party will give prompt notice and use commercially reasonable efforts to mitigate. If a Force Majeure Event continues for more than 60 days either party may terminate for convenience with pro-rata refund of pre-paid unearned Fees.
## 19. Governing law, dispute resolution, arbitration, jurisdiction
**19.1 Governing law.** These Terms are governed by and construed under the laws of the Republic of India, without reference to conflict-of-laws principles.
**19.2 Negotiation.** Parties will attempt in good faith to resolve disputes through written notice and senior-management discussion for 30 days before escalation.
**19.3 Mediation.** If negotiation fails, parties will submit to mediation under the Mediation Act, 2023 through a mediator from the Indian Institute of Corporate Affairs panel.
**19.4 Arbitration.** If mediation fails, disputes will be finally resolved by arbitration under the Arbitration and Conciliation Act, 1996 by a sole arbitrator appointed jointly (or, failing agreement in 15 days, by the Mumbai Centre for International Arbitration). Seat and venue: Mumbai, Maharashtra. Language: English. Award is final and binding. Parties bear their own costs unless the tribunal orders otherwise.
**19.5 Court jurisdiction.** Subject to §19.4, the courts at Mumbai (Bombay High Court and courts subordinate thereto) have exclusive jurisdiction for interim relief, enforcement of awards, and matters not arbitrable.
**19.6 Consumer users.** If you are a "consumer" under the Consumer Protection Act, 2019, you retain the right to approach the appropriate Consumer Commission; nothing in §19.4 waives that right.
## 20. General
**20.1 Entire agreement.** These Terms, the Privacy Policy, the Refund Policy, and any order form / SOW signed by both parties constitute the entire agreement and supersede all prior oral or written understandings on the subject matter.
**20.2 Amendments.** We may amend these Terms by giving ≥30 days' prior notice by email and in-app banner for material changes; non-material clarifications may be effective on posting. Continued use after the effective date is acceptance.
**20.3 Severability.** If any provision is held unenforceable, the remainder remains in full force and the unenforceable provision will be modified to the minimum extent necessary.
**20.4 Waiver.** A waiver is effective only if in writing and signed by the waiving party. No failure or delay in exercising a right is a waiver.
**20.5 Assignment.** You may not assign these Terms without Talpro's prior written consent (not unreasonably withheld); Talpro may assign on notice to an affiliate or acquirer. Any purported assignment in violation is void.
**20.6 No partnership.** Nothing creates a partnership, joint venture, agency, franchise, or employment relationship.
**20.7 No third-party beneficiaries.** These Terms do not confer any rights on third parties under the Contract Act or otherwise, except where expressly stated (e.g., Workers as data principals under DPDP).
**20.8 Notices.** Notices to Talpro: `legal@talproindia.com` with copy to Grievance Officer. Notices to you: the email on file in your account. Notice is deemed received on successful electronic transmission unless bounced.
**20.9 Counterparts and electronic signatures.** These Terms may be accepted electronically; click-wrap, tick-box, or WhatsApp opt-in constitutes a valid electronic signature under IT Act §10A and ICA §10.
**20.10 Headings; construction.** Headings are for convenience only. "Including" is not limiting. Singular includes plural and vice versa. References to statutes include subordinate legislation and amendments.
**20.11 Language.** The authoritative language of these Terms is English. Hindi / regional translations are for convenience; in conflict the English version governs.
**20.12 Survival.** The clauses that by their nature should survive termination do survive, including §§4, 5 (for outstanding Fees), 7.3–7.5, 8, 10.3, 11.3 (for claimed credits), 12.3, 13, 14, 15, 17, 19, 20.
## 21. Contact
- **Support:** support@talproindia.com
- **Legal / notices:** legal@talproindia.com
- **Security:** security@talproindia.com
- **Grievance Officer:** Bhaskar Anand · bhaskar@talproindia.com · +91-[TBF]
- **Data Protection Officer:** dpo@talproindia.com
---
*These Terms were drafted by the Talpro CTO legal-function in autonomous mode. Before public deployment they must be reviewed and stamped by qualified external counsel (Bar Council of India / Supreme Court AOR). Upon counsel sign-off, upload signed PDF and update `docs/legal/CHANGELOG.md` with version, effective date, and counsel reference.*