GRETIS ERP · ESS APP · PAYROLL OPERATIONS
Gretis India

Gretis Master Software and Technology Services Agreement

Gretis India Private Limited

SCO 95, Sector 3, 134109, Panchkula, Haryana, India

Legal: legal@gretisindia.com | Support: support@gretisindia.com

“Agreement” means this Master Agreement, applicable Orders, SOWs, schedules and the DPA where applicable. “Customer” means the person or entity purchasing Services. “Gretis” means Gretis India Private Limited. “Services” means the services described in an Order or SOW, including managed ERP/ERP-related services, ERP implementation and configuration, payroll services delivered through the applicable ERP environment, ESS/mobile application services supplied with that environment, website development, mobile application development, software development, graphic/design services and consulting. It does not include general-purpose hosting or domain registration unless expressly ordered. “Software” means software supplied by Gretis. “Order” means a quotation, order form, Portal order, invoice accepted by the Customer, proposal or other written/electronic record accepted by Gretis. “SOW” means a statement of work. “Customer Data” means data submitted to or stored in a Service by or for Customer. “User” means an authorised individual. “Fees” means the charges stated in an Order, SOW, invoice or applicable price list. “Business Day” means a day other than Saturday, Sunday or public holiday in Haryana.

The Agreement becomes binding when Customer accepts an Order, signs an SOW, makes payment against an Order, activates a subscription, or uses a Service after being given the applicable terms. Orders may be accepted through the future Gretis Portal, email, signed document or another approved method. While the Portal is not used for a transaction, Gretis may sell manually through quotation, invoice, payment confirmation and written service confirmation. An Order may cover one or several Services.

An express written amendment signed by both parties prevails over the Master Agreement. The DPA prevails for data-processing matters. An Order/SOW prevails only for commercial and service-specific terms that it expressly identifies. An Order/SOW does not amend liability, IP ownership, confidentiality, indemnity, data protection, termination, governing law or dispute resolution unless it expressly identifies the provision being amended.

Gretis will provide Services with reasonable care and skill. Scope, quantities, fees, milestones, delivery dates and support terms are stated in the applicable Order/SOW. Gretis may use employees, contractors and third-party providers.

Customer is responsible for the accuracy and legality of Customer Data and instructions, administrator credentials, authorised Users, and business decisions concerning HR, payroll, tax, accounting and regulatory compliance. Customer must not use the Services for unlawful activity, fraud, unauthorised access, security attacks or material abuse.

Fees and due dates are stated in the applicable Order. GST and other applicable taxes are additional unless expressly included. Payments may be processed through Razorpay or another provider. Gretis does not intentionally store full card numbers, CVV, UPI PINs or other payment-instrument credentials. Overdue amounts remain payable.

Unless an SOW states otherwise, the intended milestone structure is 20% at commencement, 30% at halfway point, 30% during finishing/final changes and 20% at handover. A different schedule may be agreed. Scope changes, additional revisions, third-party costs and out-of-scope work may be charged separately. Final deliverables and source code specifically created for Customer transfer after full payment, subject to Section 8.

Each party keeps pre-existing IP. After full payment, Customer owns final custom deliverables specifically created for Customer under an SOW, including source code where it is part of the agreed deliverable. Gretis retains its pre-existing software, frameworks, templates, libraries, tools, know-how, reusable components, generic code, methods and improvements. Third-party and open-source components remain subject to their own licences. Customer does not acquire ownership of third-party software or Gretis pre-existing components merely because they are included in a deliverable.

Each party must protect the other’s confidential information and use it only for the Agreement. Confidential information excludes information already public, previously lawfully known, independently developed or lawfully received without restriction. Disclosure is permitted to personnel/advisers who need to know and are bound by confidentiality, and where required by law. Confidentiality survives for five years; trade secrets remain protected while they qualify as trade secrets.

Where Gretis processes personal data on behalf of Customer, the Gretis DPA forms part of this Agreement. Customer is responsible for lawful purposes and instructions for Customer-controlled data. Gretis processes Customer Data only as necessary for Services, lawful instructions and legal obligations. Gretis may use appropriate subprocessors and infrastructure providers.

Gretis uses reasonable technical and organisational measures appropriate to the Services and risks. Current infrastructure may include VPS infrastructure, Ubuntu/Linux, Docker containers, CloudPanel, HTTPS/TLS, access controls, firewalling, monitoring and Cloudflare services, including Cloudflare Tunnel where appropriate. Security architecture may change. No system guarantees absolute security or uninterrupted availability.

Customer-requested backups may be provided where available and are intended to be retained for up to 30 days unless an Order states otherwise. Restoration is chargeable unless expressly included. Gretis does not guarantee recovery where data is corrupted, incomplete, unavailable, technically unrecoverable, overwritten or affected by third-party infrastructure failure. Automated backup frequency, if introduced, will be stated separately.

Support is provided by email and the Gretis support desk/Portal. WhatsApp and telephone support are not included unless expressly purchased. Gretis uses three internal escalation levels, after which unresolved tickets may automatically escalate to management. This is an operational process and is not an SLA unless an Order expressly provides one.

Gretis warrants that Services will be performed with reasonable care and skill. For custom development, Gretis will correct reproducible defects that materially prevent conformity with agreed specifications during the warranty period stated in the SOW. If none is stated, the warranty period is 30 days after acceptance. Warranty excludes Customer/third-party modifications, misuse, unsupported environments, third-party failures and out-of-scope requirements.

Services may depend on cloud, payment, messaging, app-store, DNS and external API providers. Gretis is not responsible for failures caused solely by a third party outside Gretis’s reasonable control, but will use reasonable efforts to restore or provide alternatives where practical.

Gretis will defend a third-party claim alleging that a Gretis-owned software component supplied under an Order infringes intellectual property rights, and will pay damages finally awarded or an approved settlement, subject to this Agreement. This does not apply to Customer materials/instructions, Customer modifications, combinations with items not supplied by Gretis, third-party/open-source software or use outside scope. Customer will defend and indemnify Gretis against third-party claims arising from Customer Data, unlawful instructions, Customer infringement or misuse. The indemnified party must promptly notify and reasonably cooperate; the indemnifying party controls the defence subject to settlement protections.

Subject to Section 17.5, Gretis’s total aggregate liability arising from an Order, Service or this Agreement will not exceed the Fees actually paid or payable by Customer for the affected Service during the 12 months immediately preceding the event giving rise to the claim. Claims arising from the same facts are aggregated and the same loss may not be recovered twice. The cap applies to IP, confidentiality, data protection and security claims unless the parties expressly agree a higher cap in an Order/SOW. Nothing limits liability that cannot lawfully be limited, including fraud or other non-excludable liability. Neither party is liable for indirect, incidental, special, punitive or consequential loss or loss of anticipated profits, revenue or business opportunity to the extent permitted by law. Customer remains liable for Fees properly due.

Gretis may immediately suspend a Service where reasonably necessary to address a security attack, unlawful use, serious abuse or material threat to systems/persons. For non-payment, unless immediate action is reasonably necessary, Gretis will generally issue a reminder after 7 days overdue, a suspension warning after 15 days, and a termination right after 30 days. These periods may be adjusted for law, security or exceptional circumstances.

The Agreement begins upon acceptance and continues until terminated. A Service term is governed by its Order/SOW. Either party may terminate for material breach not cured within 30 days after written notice, unless the breach cannot reasonably be cured. Gretis may terminate immediately for serious unlawful activity, fraud or deliberate security attacks. Either party may terminate for insolvency to the extent permitted by law. A recurring subscription may be terminated at the end of its paid term on the notice stated in the Order, or 30 days if none is stated. On termination, accrued Fees remain payable. Customer may retrieve Customer Data for 14 days after termination. Standard export in an ordinarily supported format is included where technically available; custom migration/transformation may be charged. After 14 days Gretis may delete Customer Data, subject to law, the DPA and backup cycles.

Neither party is liable for delay/failure caused by events beyond reasonable control, including natural disasters, war, terrorism, governmental action, epidemic/pandemic, labour disruption, widespread cyberattacks, major network failures, power failures or third-party infrastructure failures. The affected party will use reasonable mitigation efforts.

Gretis may update general policies and documentation. Material changes to this Agreement will be communicated by Portal, email or another reasonable method. Material changes that increase Customer obligations generally apply at renewal for existing paid subscriptions unless Customer accepts earlier, except where immediate change is required by law, security or a third-party platform. Customer may reject such a change before renewal and end the affected Service at the end of the current paid term, subject to accrued obligations.

Legal notices to Gretis: legal@gretisindia.com or the registered office. Support: support@gretisindia.com or the Portal. Customer notices may be sent to the email, Portal account or address recorded in the Order. Email is deemed delivered when successfully transmitted without a delivery-failure notice. Courier notices are deemed delivered on documented delivery. Contact details must be kept current.

Failure or delay to exercise a right is not a waiver. Waivers must be express. Invalid provisions are modified only to the minimum extent necessary where legally permitted, without affecting the remainder. Customer may not assign the Agreement in a way that materially changes the contracting party without consent, except permitted corporate reorganisations; Gretis may assign to an affiliate or successor in a corporate reorganisation or business transfer.

This Agreement, applicable Orders/SOWs and DPA form the entire agreement concerning the Services and replace prior discussions on the same subject, except obligations expressly preserved.

Indian law governs. Parties will first attempt good-faith resolution through authorised representatives. Unresolved disputes will be referred to arbitration under the Arbitration and Conciliation Act, 1996. There will be one arbitrator, mutually appointed; failing agreement, appointment will occur according to applicable law. Seat and legal place: Panchkula, Haryana, India. Language: English. Courts having competent jurisdiction at Panchkula, Haryana have exclusive jurisdiction for court proceedings permitted in connection with the Agreement, including interim relief and enforcement.

Electronic acceptance, Portal acceptance, email confirmation, electronic signatures and electronic records may form and evidence the contract subject to applicable law.

Gretis India Private Limited, SCO 95, Sector 3, 134109, Panchkula, Haryana, India. legal@gretisindia.com | support@gretisindia.com.