1. INTRODUCTION

These Terms of Service (“Terms“) set out the rules for accessing and using the MR Reporting platform, along with its software, applications, websites and connected services, all of which are offered by ETECH SERVICES PRIVATE LIMITED (“ETECH“, “Company“, “we“, “our” or “us“).

MR Reporting is a workforce productivity intelligence and operational analytics platform that helps organisations gain better visibility into their workforce and improve productivity, accountability, operational efficiency and the way work is managed.

When the customer organisation, or any individual using the Services (“Customer“, “you” or “your“), accesses, installs, registers for, subscribes to or uses MR Reporting, it accepts these Terms.

Anyone who does not accept these Terms must not access, install or use MR Reporting.

These Terms cover both of the following, to the extent relevant to the Services the Customer buys or uses:

• Cloud-hosted (SaaS) deployments; and

• Customer-hosted (On-Premise) deployments.

2. DEFINITIONS

In these Terms, the following words have the meanings given below.

2.1 “Authorised User”

An individual whom the Customer has permitted to access or use MR Reporting under the Customer’s account, subscription, licence or other approved arrangement.

2.2 “Customer Data”

Any data, information, records, files, screenshots, activity details, workforce details, reports or other content that is submitted to, gathered through or processed by MR Reporting on the Customer’s behalf.

2.3 “Customer Environment”

The servers, operating systems, databases, networks, storage, security systems, applications and other infrastructure that the Customer owns, controls, operates or manages in connection with an On-Premise deployment.

2.4 “Documentation”

The user guides, technical manuals, installation instructions, product documentation and similar materials that ETECH makes available for MR Reporting.

2.5 “Licensed Software”

The MR Reporting software supplied by ETECH for an On-Premise deployment, including the relevant desktop agents, web administration components, APIs, standard integrations and other software components.

2.6 “Platform”

The MR Reporting platform together with the SaaS services that ETECH provides in connection with it.

2.7 “Services”

The MR Reporting software and platform, together with the support, maintenance, implementation, onboarding, professional and other services that ETECH provides.

2.8 “Subscription Term”

The period for which the Customer is permitted to access and use the SaaS Services.

2.9 “License Term”

The period for which the Customer is permitted to use the Licensed Software under an On-Premise deployment.

2.10 “Annual Maintenance & Support” or “AMS”

The support and maintenance services that apply to the Licensed Software under an On-Premise deployment.

2.11 “Business Day”

Any day from Monday to Friday, other than public holidays observed by ETECH in India.

2.12 “Force Majeure Event”

Any event outside a Party’s reasonable control, such as natural disasters, war, government action, power or telecommunications failures, labour disruption, pandemics, cyber incidents that the Party could not reasonably control, or comparable events.

3. DESCRIPTION OF THE SERVICES

Depending on the product configuration and the subscription or licence purchased, MR Reporting may give organisations access to functionality such as:

• insights into workforce productivity;

• tracking of attendance and time;

• details of application and website usage;

• monitoring of activity;

• screenshots;

• live screen monitoring;

• productivity reports;

• dashboards and analytics;

• tracking of projects and tasks;

• audit trails;

• visibility across the workforce;

• APIs and standard integrations; and

• any other features that ETECH may offer from time to time.

The features and functionality available may differ according to the plan, deployment model, subscription, licence or commercial arrangement.

ETECH may add new features, improvements or enhancements to the Services, or otherwise change them, from time to time.

4. DEPLOYMENT MODELS

MR Reporting may be offered under the deployment models described below.

4.1 SaaS Deployment

In a SaaS deployment, MR Reporting is hosted and run by ETECH or by infrastructure and service providers that ETECH has authorised.

The Customer uses the Services through supported interfaces, applications, agents or other approved methods.

ETECH is responsible for operating and securing the infrastructure within its control, subject to the applicable SLA and the Customer’s own responsibilities.

4.2 On-Premise Deployment

In an On-Premise deployment, the Licensed Software is installed within the Customer Environment.

Except where ETECH has expressly agreed to provide it, the Customer is responsible for all infrastructure needed to run the Licensed Software, including servers, operating systems, databases, networking, storage, security controls, connectivity, backup and disaster recovery.

ETECH continues to be responsible for the Licensed Software and for the support and maintenance services that relate to it.

5. ELIGIBILITY AND AUTHORISED USE

The Customer must make sure that:

• it is authorised to accept these Terms;

• it is entitled to use the devices, systems, data and infrastructure that are connected to MR Reporting;

• the Services are accessed only by Authorised Users;

• login credentials are kept confidential;

• access rights are properly managed; and

• MR Reporting is used solely for legitimate business purposes.

The Customer is accountable for all activity carried out through its account or by its Authorised Users.

6. CUSTOMER RESPONSIBILITY FOR LEGAL COMPLIANCE

The Customer alone is responsible for making sure that its use of MR Reporting meets every law and regulation that applies to its organisation and activities, which may include:

• laws on privacy and data protection;

• employment and labour laws;

• requirements relating to workplace monitoring;

• requirements to notify employees;

• requirements to obtain consent;

• cybersecurity requirements; and

• regulatory requirements specific to its industry.

The Customer must:

• decide the purposes for which information is collected and processed;

• establish a lawful basis for the processing;

• give employees and users any notices that are required;

• secure any permissions, approvals or consents that are required;

• set up MR Reporting appropriately; and

• make sure that its use of the Services is lawful.

ETECH supplies software and associated services only; it does not give legal, employment, HR, privacy, regulatory or compliance advice.

ETECH is not responsible if the Customer fails to comply with applicable laws.

7. DATA PROCESSING ROLES

Where ETECH processes Personal Data for a Customer:

• the Customer will usually be the Data Controller, Data Fiduciary or equivalent; and

• ETECH will usually be the Data Processor or equivalent service provider.

The Customer decides why and how Customer Data is processed.

ETECH processes Customer Data according to the Customer’s authorised instructions and the contractual obligations that apply.

For information that ETECH handles directly for its own business needs, such as website enquiries, sales, billing, account administration, security and general operations, ETECH may act as the Controller or equivalent.

Further data protection terms may apply where the Customer has signed a separate written data processing agreement with ETECH.

8. CUSTOMER DATA

Customer Data remains owned by the Customer.

ETECH makes no claim of ownership over Customer Data.

The Customer gives ETECH the limited rights needed to host, access, process, transmit, store, copy and otherwise use Customer Data, but only to the extent reasonably required to:

• deliver the Services;

• run MR Reporting;

• provide support;

• carry out implementation;

• carry out maintenance;

• resolve technical issues;

• deliver Professional Services;

• maintain security;

• meet legal requirements; and

• carry out any other activity the Customer has authorised or the applicable terms permit.

ETECH may create and use aggregated, anonymised or de-identified information that does not identify the Customer or any individual user, for legitimate purposes such as:

• improving the service;

• analytics;

• security;

• developing products;

• analysing performance; and

• statistical work.

9. CUSTOMER DATA RESPONSIBILITIES

The Customer is responsible for:

• making sure Customer Data is accurate and lawful;

• obtaining the rights and permissions needed to process Customer Data;

• giving the required privacy notices;

• securing any required consents or approvals;

• deciding suitable retention periods;

• making sure monitoring and data collection are carried out lawfully;

• controlling access to Customer Data; and

• meeting applicable data protection requirements.

ETECH is not responsible for any Customer Data that the Customer has collected, processed or uploaded unlawfully, or has unlawfully instructed ETECH to process.

10. SAAS DATA RETENTION

For SaaS deployments, and unless otherwise agreed in writing, Customer Data is kept on a rolling ninety (90) day basis while the Subscription Term is active.

Customer Data that is older than the applicable retention period may be deleted automatically from the production environment.

Customers can export available Customer Data using the export tools provided.

After termination or expiry, available Customer Data may be held for the applicable transition period and then deleted or permanently anonymised, subject to applicable law and any specific written agreement.

Backup copies may continue to exist for a short time until the normal backup cycle is complete.

11. ON-PREMISE DATA RETENTION

For On-Premise deployments, Customer Data stays inside the Customer Environment and under the Customer’s control.

The Customer is responsible for:

• retention;

• backup;

• archiving;

• restoration;

• deletion; and

• compliance with any record-keeping requirements that apply.

If ETECH temporarily accesses or stores Customer Data to carry out implementation, support, troubleshooting, migration or other agreed Services, it may keep that data only for as long as reasonably needed for those Services, unless otherwise agreed or required by law.

12. CUSTOMER ACCOUNT AND SECURITY

The Customer must:

• keep account credentials confidential;

• prevent unauthorised access;

• use suitable authentication controls;

• keep account details accurate;

• inform ETECH promptly of any suspected unauthorised access or Security Incident; and

• make sure its Authorised Users follow these Terms.

ETECH is not responsible for losses caused by unauthorised access that results from the Customer failing to protect its credentials or access controls.

ETECH may put in place security controls, authentication requirements, access restrictions or other measures needed to protect the Services.

13. CUSTOMER ENVIRONMENT FOR ON-PREMISE DEPLOYMENTS

For On-Premise deployments, the Customer must maintain the necessary Customer Environment, which includes:

• servers;

• operating systems;

• databases;

• storage;

• networking;

• firewalls;

• VPN;

• internet connectivity;

• identity and access management;

• SSL certificates;

• endpoint security;

• antivirus and other security systems;

• backup systems;

• disaster recovery systems; and

• any other infrastructure that is required.

The Customer must keep its infrastructure in line with the technical requirements that ETECH communicates.

ETECH is not responsible for service problems caused by failures, vulnerabilities, misconfiguration, incompatibility or security incidents within the Customer Environment.

14. IMPLEMENTATION AND ONBOARDING

Where installation, implementation, configuration, migration, onboarding or training forms part of the Services, it will be carried out according to the scope that ETECH has communicated or agreed.

How long implementation takes may depend on:

• whether the infrastructure is ready;

• whether the Customer’s staff are available;

• the access provided;

• payment being made on time;

• the information supplied;

• approvals;

• dependencies on third parties; and

• the Customer’s cooperation.

If the Customer causes delays, the implementation schedule may be extended accordingly.

Work that falls outside the agreed scope may be charged separately.

15. SUBSCRIPTION AND LICENSING

15.1 SaaS Subscription

SaaS Services are offered on a subscription basis.

A Customer’s subscription may be:

• monthly;

• annual;

• multi-year; or

• on any other basis agreed in writing.

During the applicable Subscription Term, and subject to these Terms and any applicable commercial terms, the Customer receives a limited, non-exclusive, non-transferable and revocable right to access and use MR Reporting.

15.2 On-Premise License

For an On-Premise deployment, ETECH grants the Customer a limited, non-exclusive, non-transferable and non-sublicensable licence to use the Licensed Software within the Customer Environment for the applicable License Term and within the applicable licence scope.

The Customer must not use the Licensed Software beyond the permitted number of users, devices, installations or environments, or beyond any other limits set by its licence.

The Customer does not become the owner of the Licensed Software.

16. FEES AND PAYMENT

Fees for MR Reporting are set according to the relevant pricing, subscription, licence, Order Form, invoice or other commercial arrangement.

Unless otherwise agreed in writing:

• invoices must be paid in line with the stated payment terms;

• the Customer must pay any applicable taxes;

• the Customer must supply accurate billing details; and

• raising a support ticket or a dispute about unrelated Services does not, on its own, put payment obligations on hold.

If payment is not made on time, the Services may be suspended or restricted, subject to applicable contractual and legal requirements.

ETECH may charge extra for services that fall outside the agreed scope.

17. ACCEPTABLE USE

The Customer must not do, or allow anyone else to do, any of the following:

• use MR Reporting for any unlawful purpose;

• breach privacy, employment, labour or data protection laws;

• try to gain unauthorised access to MR Reporting or connected systems;

• disrupt the security, integrity or performance of MR Reporting;

• introduce malicious code, malware or other harmful software;

• reverse engineer, decompile or disassemble the software, or try to obtain its source code, except where applicable law expressly allows it;

• copy, reproduce, distribute, resell, lease or sublicense MR Reporting without permission;

• get around licensing or access controls;

• remove proprietary notices;

• use MR Reporting to infringe the rights of third parties;

• carry out security or penetration testing without prior written permission;

• use MR Reporting to offer an unauthorised competing service; or

• use the Services in any way that could cause material harm to ETECH, its systems or its other customers.

ETECH may restrict or suspend access where it reasonably concludes that prohibited use creates a security, legal, operational or other material risk.

18. INTELLECTUAL PROPERTY RIGHTS

All intellectual property rights in MR Reporting belong exclusively to ETECH or its licensors.

This covers, where relevant:

• software;

• source code and object code;

• algorithms;

• analytics models;

• product architecture;

• user interfaces;

• documentation;

• trademarks;

• logos;

• product features;

• databases and their structures;

• designs;

• methodologies;

• know-how; and

• any other proprietary materials.

Apart from the limited rights expressly given in these Terms, no rights or licences pass to the Customer.

The Customer must not claim ownership of MR Reporting or of any ETECH intellectual property.

19. FEEDBACK

If the Customer or its users share suggestions, ideas, recommendations, enhancement requests or other feedback about MR Reporting, ETECH may use that feedback freely and without any obligation to the Customer.

ETECH keeps all rights in any improvements, modifications, enhancements and derivative works that result from such feedback.

20. UPDATES AND UPGRADES

ETECH may release:

• Software Updates;

• Software Upgrades;

• security patches;

• bug fixes;

• performance improvements;

• compatibility updates; and

• other enhancements.

For SaaS deployments, ETECH may roll out Updates and Upgrades as part of running and maintaining the Platform.

For On-Premise deployments, Updates and Upgrades are provided according to the applicable licence and Annual Maintenance & Support entitlement, unless otherwise agreed in writing.

The Customer may need to stay on a supported software version in order to keep receiving standard support.

21. TECHNICAL SUPPORT AND MAINTENANCE

Standard Technical Support is provided according to the publicly available MR Reporting SLA, where applicable.

For On-Premise deployments, Software Support and Maintenance may cover:

• technical troubleshooting;

• incident management;

• bug fixes;

• security patches;

• Software Updates;

• Software Upgrades;

• help with configuration;

• product guidance;

• remote help with installation; and

• documentation.

On-Premise support depends on the Customer holding the applicable Annual Maintenance & Support entitlement.

Additional or premium support services may be offered for extra fees.

22. SERVICE AVAILABILITY

The service availability, support response targets, maintenance practices, incident management and other operational commitments for MR Reporting are set out in the MR Reporting Service Level Agreement (SLA) published on the MR Reporting website.

For SaaS deployments, the SLA contains a 99% Monthly Service Availability commitment, subject to its terms and exclusions.

For On-Premise deployments, the Customer is responsible for the availability of the Customer Environment. ETECH’s commitments relate to the Licensed Software and the applicable support and maintenance services.

23. SERVICE SUSPENSION

ETECH may suspend or limit access to MR Reporting where reasonably needed because of:

• non-payment;

• a material breach of these Terms;

• misuse of the Services;

• security risks;

• unauthorised access;

• unlawful use;

• threats to the security or integrity of the Services;

• risks in the Customer Environment that affect ETECH systems;

• legal or regulatory requirements; or

• any other situation where suspension is reasonably needed to protect ETECH, its customers or the Services.

Where reasonably practicable, ETECH will give notice before suspending access.

Suspension does not release the Customer from payment obligations it has already incurred.

24. BACKUP AND DISASTER RECOVERY

For SaaS deployments, ETECH maintains operational backup and disaster recovery practices intended to support continuity of service.

ETECH’s disaster recovery objectives for SaaS are set out in the applicable SLA.

For On-Premise deployments, the Customer is responsible for maintaining:

• backups;

• disaster recovery arrangements;

• procedures for restoring data;

• infrastructure redundancy where needed; and

• suitable business continuity measures.

ETECH may give reasonable technical support for restoring the Licensed Software, but it is not responsible for backing up the Customer Environment or recovering its infrastructure unless this has been expressly agreed in writing.

25. CONFIDENTIALITY

Each Party must protect confidential information it receives from the other Party and must not disclose it, except:

• to authorised staff or service providers who need access;

• where needed to deliver the relevant Services;

• with the other Party’s permission;

• where the law requires it; or

• where the applicable contractual terms otherwise allow it.

Confidential information may include:

• business information;

• technical information;

• Customer Data;

• product information;

• pricing;

• security information;

• documentation; and

• proprietary materials.

Confidentiality obligations continue after termination to the extent required by applicable law or by the nature of the information.

26. THIRD-PARTY SERVICES

MR Reporting may connect with, or rely on, third-party services, applications, infrastructure or technologies.

ETECH may use third-party service providers for functions such as:

• cloud infrastructure;

• hosting;

• storage;

• communications;

• payment processing;

• security;

• analytics;

• email delivery; and

• other operational services.

ETECH is not responsible for failures of third-party services that are beyond its reasonable control.

Where the Customer independently uses or integrates third-party services with MR Reporting, it is responsible for complying with the terms of those services.

27. WARRANTIES AND DISCLAIMERS

ETECH will make commercially reasonable efforts to provide MR Reporting in line with its documentation and service commitments.

Except as expressly stated in these Terms, the SLA or an applicable written agreement, and to the fullest extent allowed by law, MR Reporting is provided on an “as is” and “as available” basis.

ETECH does not guarantee that:

• MR Reporting will never be interrupted;

• MR Reporting will be completely free of errors;

• every feature will work without defects;

• the Services will satisfy every requirement of the Customer;

• the Services will work with every third-party system; or

• every defect will be fixed straight away.

ETECH does not give legal, employment, HR, privacy, regulatory or compliance advice.

28. INDEMNIFICATION BY CUSTOMER

To the fullest extent permitted by law, the Customer will indemnify and hold harmless ETECH and its directors, officers, employees, affiliates and representatives against third-party claims, damages, liabilities, costs and reasonable legal fees that arise from:

• the Customer’s unlawful use of MR Reporting;

• a breach of applicable laws;

• the Customer’s unlawful collection or processing of Personal Data;

• Customer Data or the Customer’s instructions;

• unauthorised monitoring or surveillance carried out by the Customer;

• a breach of these Terms; or

• misuse of the Services.

This indemnity does not apply to the extent that a claim is caused by ETECH’s own gross negligence, wilful misconduct or breach of an applicable contractual obligation, where applicable law prohibits such an exclusion.

29. LIMITATION OF LIABILITY

To the fullest extent permitted by law, ETECH’s total combined liability arising out of or in connection with MR Reporting, these Terms or the Services will not be more than the fees the Customer actually paid to ETECH for the relevant Services in the twelve (12) months immediately before the event that gave rise to the claim.

To the fullest extent permitted by law, ETECH will not be liable for:

• indirect damages;

• consequential damages;

• incidental damages;

• special damages;

• lost profits;

• lost revenue;

• lost business opportunities;

• lost anticipated savings;

• loss of goodwill; or

• loss of data, except where applicable law does not allow this limitation.

Nothing in these Terms excludes or limits any liability that cannot lawfully be excluded or limited.

30. FORCE MAJEURE

ETECH will not be liable for any delay or failure in performing its obligations that is caused by events outside its reasonable control, such as:

• natural disasters;

• war;

• terrorism;

• power failures;

• internet or telecommunications outages;

• government action;

• labour disputes;

• pandemics;

• cyber incidents outside ETECH’s reasonable control;

• failure of public utilities; or

• any other Force Majeure Event.

ETECH will make commercially reasonable efforts to reduce the impact of a Force Majeure Event.

31. TERM AND TERMINATION

For SaaS deployments, the Customer may access the Services for the applicable Subscription Term, provided it pays and complies with these Terms.

For On-Premise deployments, the Customer’s licence to use the Licensed Software lasts for the applicable License Term.

A Customer may cancel or end its Services in line with the applicable subscription, licence or commercial terms, or the applicable Cancellation and Refund Policy.

ETECH may end or suspend the Services where these Terms or the applicable commercial arrangement allow it.

When the Services end or expire:

• the Customer’s right to access the SaaS Services ends;

• the Customer’s licence to use the Licensed Software ends;

• the Customer must stop using ETECH’s software and intellectual property;

• any outstanding amounts remain payable;

• the Customer must return or delete ETECH’s confidential information where required; and

• the applicable data retention and deletion provisions apply.

Termination does not affect any rights or obligations that are, by their nature, meant to continue after termination.

32. CANCELLATION AND REFUNDS

Cancellation and refund matters are governed by the MR Reporting Cancellation and Refund Policy, where applicable.

If a separate written commercial agreement contains its own cancellation or refund terms, those terms will apply to the relevant Customer.

33. SHIPPING AND EXCHANGE

Where ETECH supplies physical products, devices, equipment or other tangible items, shipping, delivery, replacement and exchange are governed by the MR Reporting Shipping and Exchange Policy, where applicable.

34. PRIVACY AND DATA PROTECTION

How ETECH collects and processes Personal Data is explained in the MR Reporting Privacy Policy.

The Customer’s responsibilities for Customer Data and workforce-related information are set out in these Terms and, where relevant, in additional contractual data protection terms.

If the Customer has signed a separate Data Processing & Security Addendum or equivalent written data processing agreement with ETECH, that agreement will govern the specific data processing relationship to the extent of any conflict.

35. SERVICE LEVEL AGREEMENT

Service availability, support response targets, incident severity levels, maintenance practices, disaster recovery objectives and other service commitments are set out in the MR Reporting Service Level Agreement (SLA).

The SLA published on the MR Reporting website is part of the overall public service framework for MR Reporting.

If a Customer has separately agreed written service levels with ETECH, those service levels will apply to that Customer to the extent expressly stated.

36. CHANGES TO THE SERVICES

From time to time, ETECH may:

• add new features;

• change existing functionality;

• improve performance;

• update technology;

• change interfaces;

• withdraw outdated features;

• launch new products or services; or

• change technical requirements.

ETECH will make reasonable efforts not to materially reduce the core functionality of the Services during an active service period.

ETECH may make changes without liability where they are needed for:

• security;

• legal or regulatory compliance;

• compatibility;

• infrastructure changes;

• preventing misuse; or

• other legitimate operational reasons.

37. CHANGES TO THESE TERMS

ETECH may revise these Terms from time to time to reflect:

• changes to MR Reporting;

• changes in applicable law;

• changes in business practices;

• changes in security practices;

• new features or services; or

• other operational needs.

Revised Terms will be published on the official MR Reporting website.

Where the law requires it, ETECH may give additional notice of material changes.

To the extent permitted by law, continuing to use MR Reporting after revised Terms are published means the Customer accepts them.

If a Customer has a signed written agreement with its own rules on amendments, those rules will apply to that Customer.

38. ORDER OF PRECEDENCE

These public Terms set out the general terms for using MR Reporting.

Some Customers, especially enterprise Customers, may sign additional written agreements with ETECH, which may include:

• an Enterprise Subscription Agreement;

• an Enterprise Software License & Support Agreement; or

• other applicable written agreements.

Where such agreements are signed and expressly apply to a Customer, their specific terms will govern that Customer relationship to the extent they conflict with these public Terms.

The MR Reporting Privacy Policy, SLA, Cancellation and Refund Policy and Shipping and Exchange Policy apply in the way each of those policies describes.

39. NO WAIVER

If ETECH does not enforce any provision of these Terms, this does not waive its right to enforce that provision, or any other provision, later.

40. SEVERABILITY

If any provision of these Terms is found to be invalid, illegal or unenforceable, the rest of the Terms will remain fully in force to the maximum extent the law allows.

The affected provision will be read or adjusted only as much as needed to make it enforceable, while keeping as close as possible to its original purpose.

41. ASSIGNMENT

The Customer may not assign or transfer its rights or obligations under these Terms without ETECH’s prior written consent, except where applicable law permits.

ETECH may assign or transfer its rights and obligations as part of a merger, acquisition, restructuring, sale of business or assets, or a similar corporate transaction.

42. GOVERNING LAW AND JURISDICTION

These Terms are governed by, and will be interpreted in accordance with, the laws of India.

Subject to any dispute resolution process expressly agreed in a separate written agreement, the courts in New Delhi, India will have exclusive jurisdiction over any dispute arising out of or relating to these Terms or the Services.

43. CONTACT INFORMATION

If you have any questions about these Terms or MR Reporting, please contact:

ETECH SERVICES PRIVATE LIMITED

Website: https://mrreporting.com

Email: info@mrreporting.com