timeFrank Services Agreement
timeFrank is a web based unique software as a service (“SaaS”) application designed and programmed by Cosyn Limited which uses Microsoft Azure Cloud Platform to serve and meet the needs of the Customer (defined hereinafter) when it comes to employee attendance and employee payroll management.
At Cosyn, We understand that at times, manual monitoring of attendance and payroll data processing and management might be lacking in feasibility and accuracy and the current available software might not serve Your needs to the desired capacity, thereby creating glitches in employee attendance monitoring and employee payroll data processing and management. In order to address such needs of the Customer, We introduce to You Our cloud based software “timeFrank” to serve the Customer’s twofold needs - , firstly, of capturing the employee attendance data and employee payroll data and secondly the storage and management of the data on a cloud based monitoring system to enable the Customer to easily access and effortlessly retrieve the data/information for any future use.
timeFrank is a simple and ready to use web based application which is hosted on the cloud on the Microsoft Azure Cloud Platform, through which the tracking of employee attendance and payroll data processing and management can be done by the authorized Admin by using the website www.timeFrank.com from any location on any mobile phone, or on computer web browsers. timeFrank application can be used in both Android and iOS devices to capture attendance and process and manage employee payroll data. The functionality of recording the attendance of each employee is available through four modes viz., face recognition, web punch-in, QR Code scan and a four (4) digit unique PIN (Personal Identification Number) to record the attendance of each employee.
The information/employee attendance data is captured in the timeFrank application which can then be converted to well organized formats for ease of use. The best part about timeFrank is that one can access the information of the attendance status on the cloud and then create, download attendance reports from anywhere. Processing of employee payroll data and payroll data management will be much easier with timeFrank.
- “Cosyn” shall mean Cosyn Limited, having its registered office at 6-1-85/10, Saifabad, Hyderabad 500004, Telangana also referred to as “We” or “Us” or “Our”.
- “Customer” shall mean any business entity/person purchasing the Service from Cosyn or subscribing to the Service including the Trial Version of the Service or using the Service including during the free trial subscription period and also referred to as “You” or “Your”.”
- “Intellectual Property” shall mean all the intellectual and proprietary information of whatever nature which may include but may not be limited to patents, trademarks, copyrights, service marks, know how, trade or business names or brand names, domain names and internet addresses, programs, trade secrets, trade dress, and all conceivable ideas of any systematic human thought process in relation to the timeFrank application. Intellectual Property shall also include all/any specific patterns and designs of artwork, whether registered or unregistered, and all formula(s), compositions, mathematical and statistical equations, technical processes, algorithms, application, methodology, brand names, logos, words and phraseology used in the course of business by Cosyn during the provision of the Service and such other material whether in soft or hard form, any documentation and merchandise, all designs whether capable of being registered or not.
- “Intellectual Property Rights” shall refer and mean all and any such rights, title or interest in the Intellectual Property.
- "Data"means all data, information, content and other materials in written or electronic form belonging to You, which is submitted to or processed by the timeFrank application or accessed, processed, maintained or stored by timeFrank application in connection with Your use of the Service and/or Cosyn’s provision of the Service.
- “Service(s)” means (a) attendance capturing and access system of timeFrank application and related website(s) and technologies, (b) payroll data processing and payroll data management system of timeFrank and its related website(s) and technologies and (c) any software, data, reports, materials or content (“Software”) made available in connection with any of the foregoing.
- “timeFrank” shall mean all the technologies, inventions, and other intellectual property of the timeFrank software as a service(‘SaaS’) and its mobile application(s) including but not limited to trademarks, trade dress, copyrights, designs and trade secrets, domain names etc., and includes any metadata, scripts, programs or any end product.
- “Admin” shall mean such User(s) authorised by the Customer to access and administer the Service on behalf of the Customer, from time to time.
- “Normal Business Hours” shall mean 9:30 am to 6:15 pm IST on any Business Day.
- “Business Day” shall mean a day other than Saturday and Sunday on which scheduled commercial banks are open for normal banking business in Hyderabad, India;
Acceptance of the Terms
- Subject to the compliance of the terms and conditions of the Agreement, Cosyn agrees to provide the Service(s) to You.
- You represent to Us that You have read, understood and unconditionally accept the terms and conditions of the Agreement by accessing/using/registering for Our Service. You also represent and warrant to us that You are having authority in clear written terms to register on behalf of the Customer and to be able to be bound by the terms of the Agreement which eventually is a contract between You and Cosyn. In the event, You elect not to accept the terms and conditions of the Agreement You shall not access, use or register for Our Services.
- We reserve the right to modify or alter or make additions to the terms and conditions of the Agreement periodically from time to time. We shall notify You via electronic mail of any such modifications/structural changes or updates and such modifications/structural changes or updates shall also be published on the website of timeFrank. At any time whenever such changes occur, the same shall take effect immediately, however, such changes shall not carry any effect in retrospection. We do not assume any responsibility for any omission or failure on Your part to scrutinise the Agreement/notifications for any changes/alterations. We always assume that every time You login or gain access to the Service, You agree to be bound by the changes/alterations to the Agreement. If, at any point of time, You do not consent to the changes/alterations to the Agreement, You may write to us and We shall deactivate Your Customer account, and henceforth You shall not be able to use Our Service(s).
timeFrank Trial version releases during free trial subscription
- Cosyn in its absolute discretion may materially change or even decide to discontinue the Services designated in trial stage at any point of time and without prior notice to the Customer during the free trial subscription period.
- Cosyn allows You the access and use of the software trial version or “Pre-Release” (“Trial Version”) to evaluate the performance of timeFrank application and which may not be strictly to meet the entire commercial needs and therefore, Your access or Use of the Service may be interrupted during maintenance/up-gradation periods. At no point of time Cosyn makes any representation that the Trial Version shall serve Your purposes, and neither Cosyn shall be bound to release any final version of the Trial Version.
- Customer agrees to promptly report to Cosyn any unusual, unplanned, abrupt, or out of the ordinary event(s) or activity observed in the Trial Version. BY USING AND ACCESSING THE SERVICE, THE CUSTOMER EXPRESSLY ACKNOWLEDGES AND AGREES THAT THE TRIAL VERSION RELEASED BY Cosyn MAY CONTAIN BUGS, ERRORS AND DEFECTS AND ARE NOT EXPECTED TO FUNCTION WITHOUT INTERRUPTION. CUSTOMER AGREES TO BE SOLELY LIABLE FOR ANY LOSS OR DAMAGE CAUSED DUE TO THE USE OF THE TRIAL VERSION.
Use of the Service
- Subject to the terms and conditions as stipulated in the Agreement and the applicable laws, Cosyn grants You and the User a limited, non-sub-licensable, revocable, non-transferable and non-exclusive license to access and use the Service including any updated version of the Service, any hosting or maintenance or any additional service with additional features (with or without cost).
- Post registration, the license granted to You shall be valid during the period for which You hold a valid subscription and shall bear restrictions say, with respect to the number of Users and certain functionalities as per the instructions/user guide given to You at the time of purchase of Service/registration. You agree that You shall make lawful use of the license granted to You and You shall not at any point of time transfer or assign, whether in whole or in part, such license granted to You to any third party whomsoever. At any point of time, the scope of the rights under the license shall not extend to the scope other than as contemplated under the license granted to You and We shall not be bound by any obligation requiring further grant of rights to You other than, by way of the license granted herein. The grant of the license or access to the Service shall not imply the transfer of any Intellectual Property Rights to You whatsoever.
Registration and Creation of Customer account
- In order to purchase or use Our Service You shall be required to register on Our Website www.timeFrank.com and create a Customer account. At the time of registration, You shall be prompted to furnish certain details such as name of the company/ business/ corporation, and the name of the person who will be primarily responsible for operating the account, billing address etc. Your date of registration shall be deemed to be the date of commencement of Services.
- You shall ensure that the information that You provide is accurate, complete and up to date. At any point of time during registration, We do not assume any responsibility in respect of the authenticity of such information which You provide. We reserve the right to refuse the use/future use or access of the Service or suspend or deactivate the Customer account if it is found that the information provided to Us is not genuine, inaccurate or incomplete or has no relevance to the current point of time.
- At the time of creation of Customer account, You shall be required to register to Our Service by using Your email address and password for authentication, which shall be Your login id and password to the Customer account.
- You agree that at all times, You shall ensure the confidentiality of Your Customer account and Your login data. At any point of time, Cosyn shall not be responsible for any activity whatsoever occurring under Your Customer account if Your login details and log-in data fall into unauthorised hands owing to Your own omission or negligence (whether wilful or otherwise) to keep the data and login details confidential. You shall be liable for all/any such unauthorised access or use of Your Customer account. If You are aware that there has been breach of any security or any unauthorised use of Your account, You agree to intimate us promptly of such breach or unauthorised use. You agree to undertake such reasonable measures to save Your login data including but not limited to exiting after the completion of each log-in session so as to ensure that Your login details and account information is not subjected to any unauthorised access or use.
Free Trial Subscription
- Cosyn offers You a free 31 days trial subscription of the Service for registration and creation of a Customer account. The trial subscription period shall be deemed to have commenced from the date of creation of the Customer account and may be terminated under the terms and conditions of the Agreement. The trial subscription period shall end on the completion of the 31 days period. Cosyn shall remind You of the days remaining in respect of Your free trial subscription period and shall also remind You to subscribe to the paid version. If You subscribe to the paid version, You shall be able to use the timeFrank Service seamlessly for the period of the paid subscription. However, after the end of the trial subscription or after subscribing to the paid version of the Service, You shall not be entitled to another period of trial subscription, if any.
- During the trial subscription period, You can use the Service with the functionalities only up to the limit as allowed by Cosyn and in respect of all such usage and access, You agree to be bound by the terms of the Agreement. At no point of time, We warrant that the Service during the trial period shall serve Your purpose or shall meet Your requirements. The Service provided to You during the trial period is provided on an “as is” and “as available” basis and We do not assume any responsibility or obligation in relation to the Service or in connection therewith during the free trial subscription period in any manner whatsoever.
- We reserve our right to modify the terms and conditions or access or usage of the Service or to suspend/discontinue or deactivate or terminate the Service at any point of time during the free trial subscription of 31 days without any prior notice and without prejudice to any of Our rights as may be available to Us, whether express or implied, under the Agreement.
- Prior to the end of the free trial subscription period and/or the paid subscription, We shall send You reminder emails in the manner as below:
- 4th reminder/final reminder: If payment is made after the 4th reminder within the time period specified by Us, You shall be able to access and use the Service. If You renew Your subscription by making payment within the time period specified by Us, Your subscription shall be extended for the renewal term effective from the next day of the end date of Your last paid subscription. In the event no payment is made to keep the subscription active even after the expiry of the specified time period, You will not be able to use key functionalities of the Service, say Your employees will not be able to make any punch-in/out’s or the Admin User will not be able to add/activate or inactivate employees or add payroll data any further , however, You shall be able to access the payroll data so entered, ; but in any event, You will not be able to delete, add, modify or make any changes or alterations in the payroll data so entered. You may note that although the timeFrank application/ Customer account will be active, however any punch-in/out’s will not be captured or registered and no reports shall be generated and payroll data will not be accepted by timeFrank. However, We make it clear that, You shall be able to access Your Customer account and view earlier reports and payroll data even if you do not make any payment at the stage of the 4th reminder and any data/reports in respect of inactive Customer account will be retained only for a period of thirty days from the date on which the subscription ends and Cosyn does not assume any responsibility to preserve any data/reports beyond that period. Further, similarly even in case of paid subscription, reports and the payroll data shall be preserved only for a period of thirty (30) days from the date on which the paid subscription ends. You understand and agree that in any event whatsoever, no reminder shall be given to You after the 4th reminder and after the aforesaid 30 (thirty) day period has expired. Further, your account shall be disabled/terminated and the Agreement shall also terminate with immediate effect. No data/reports shall be maintained by Cosyn beyond the thirty (30) day period and no claims for any retrieval of data/reports shall be entertained or acceded to by Cosyn beyond the aforementioned 30 (thirty) day period.
1st reminder One week i.e. seven(7) days in advance before the end of the free trial subscription or paid subscription 2nd reminder Three(3) days in advance before the end of the free trial subscription or paid subscription 3rd reminder One(1) day in advance before the end of the free trial subscription or paid subscription 4th & final reminder On the day on which free trial subscription or paid subscription ends
You may renew Your subscription by making the payment at any of the stages as mentioned above, as may be applicable to You.
- Cosyn agrees to provide You the Service subject to the full and cleared payment of the subscription fee. Any payment made by You is non-refundable except as provided for in the Agreement. You hereby agree to pay the subscription fee as may be applicable to You and any applicable tax/levies or fee accruing therein with respect to the use of the Service accessible through Your Customer account. The subscription fee is based on the subscription plan selected by You basing on Your requirement /employee size and the subscription commences on the date on which You register for the Service and payment is accepted by Cosyn and access to the Service is granted to You. The subscription plan shall be continued from the date of the registration and payment till the expiry of the subscription plan as may be subscribed by You. Your right to use the Service is subject to the subscription fee being available in cleared funds.
- You may note that the Service shall depend on Your making of payments as per the applicable plan and as per the scheduled time and non-payment will lead to suspension /deactivation and thereafter termination of the Customer account.
- You agree and understand that the subscription plans for the Service offered by Us will have a limit on its usage in terms of both the available functionalities and the number of employees that can be covered under the Service plan. You agree and represent that You shall use the Service only as per the subscription plan subscribed by You and for which payment is made by You. If You wish to revise Your subscription plan at any given time, You will be required to choose a subscription plan that will meet Your requirements from the list of available subscription plans .You agree and understand that You shall be required to pay additional charges for the revised subscription plan selected by You and the revised subscription plan shall be deemed to be activated from the date of commencement of Your existing subscription plan (i.e., with retrospective effect), however, You shall not be entitled to any refund whatsoever if You change your subscription plan from a subscription plan which offers higher functionalities to a subscription plan which offers lower functionalities.
- Cosyn reserves the right to change the subscription price or the features, functionalities attached or embedded in each subscription plan at any point of time, however, We shall provide You a reasonable notice of at least 30(thirty) days in advance intimating any change in the charges or the features. If You do not agree to the revised/amended charges, You shall promptly inform Us (in any case within the time stipulated in the notice) of the same and We shall decide to allow or not to allow You the use or access of the Service at our absolute discretion. If We do not receive any written communication from Your end, You shall be deemed to have agreed to the revised charges.
- After the end of the trial subscription plan, or if You are registering for a paid subscription, You shall be required to make an advance payment for the subscription plan which You choose to subscribe to. If You make an yearly advance payment, You shall be able to access our Service for the twelve (12) month period. If You opt to subscribe to the monthly payment subscription plan, You shall be able to use the Service only upon payment for that particular month. If no payment is made, You shall not be able to use the Service. We reserve the right to adjust Your advance payment/’s made for the initial subscription plan if You have requested for any additional features, or up gradation of the subscription plan.
- We accept payments only through an online mode, which can be made via credit card, debit card, net banking or transfers through NEFT, RTGS etc., depending on the subscription plan and/or the plan tenure selected by You. All payments made in INR (Indian Rupees) are processed through CC Avenue and payment transactions are executed by a closed security system (SSL) which will ensure that Your bank details are encrypted when sent via the internet and are safe from being misused.
Availability, Performance and Support
- Cosyn strives to provide Service availability at all times. It is understood, however, that the Service(s) may be unavailable at certain times, including during planned maintenance activities.
- We will use commercially reasonable efforts to employ all possible and reasonable measures, be it technical, non-technical, organizational and juridical, whatsoever, to ensure that Our Service(s) is/are always available. However, We cannot guarantee You absolutely that Our Services shall always be uninterrupted or error free, which could be inter-alia, due to several external factors beyond Our control, and on which We are dependent , such as the proper functioning and performance of the Internet, Cloud services, Google Maps. For example, the functioning of Google Maps may be affected due to no or weak communication signal strength that may impact GPS coordinates for geo fencing. However, in the event such default occurs, We shall make all efforts to rectify the defaults and errors in the operation or the functioning of the Service(s) within a reasonable time or as and when they come to Our notice.
- For any concerns with respect to the actual or reasonably possible defect in the Services, data breach or an outage that derails the timeFrank application, Customer’s Admin may report a problem or question regarding the Services. Within one (1) Business Day from the actual receipt of the Customer’s problem report in respect of the above stated concerns, Cosyn will use commercially reasonable efforts to respond to Customer’s problem report. A problem report is considered to have been received by Cosyn as of (i) Cosyn’s actual receipt of such report on a Business Day, for reports sent by the Admin during Normal Business Hours, or (ii) the beginning of the next Business Day following such actual receipt of reports sent beyond the Normal Business Hours.
- timeFrank attendance capturing application can be also installed on mobile devices including Apple and Android mobile phones. Only on successful installation as per instructions in the user guide, You shall be able to access and use the Service with its functionalities. We do not assume any responsibility in respect of the foregoing installation process (es) and We shall only make Our Service available over the Internet. You shall be responsible to undertake such measures as may be necessary to secure access to Our Service(s) on the Internet.
Cosyn and its supplier(s) maintain appropriate and reasonable security procedures and follow standard industry practices to safeguard the timeFrank application to ensure maximum security to You for protection of the Data provided by You against any accidental or unlawful wreckage or accidental loss, modification, unauthorized disclosure and access. We also assure You to maintain the privacy of Your Data in accordance with the terms of the Agreement and the applicable laws in force. timeFrank uses Microsoft Azure Cloud Computing platform for hosting its Service(s) and therefore We cannot assure You a data protection policy which is wider in scope than as provided by Microsoft Azure Cloud Computing Platform Data security policy, but in any event, such security and data protection procedure and practices shall generally include but not be limited to;
- Encryption of Data: Your company data including the data of employees and the reports will be encrypted when they are stored in the Microsoft Azure cloud platform. Users having authorization shall only be permitted to connect to the cloud using secure web browsers supporting data encryption.
- Secure Identity and Access management: Microsoft uses stringent identity management and access controls so as to limit the access to the cloud system and access to the data only to those Customers who have a genuine management need and to protect the business and personal information from being accessed in an unauthorized manner.
- You agree that apart from the data security policy mentioned herein, You shall be solely responsible for the security of Your own network, devices, hardware equipment(s), machines and account information, files, including, without limitation, maintaining confidentiality of password and account information. We do not and shall not assume any responsibility at any point of time whatsoever for any failure or breach of Your imposed security and protective measures which may include but may not be limited to, any abuse or misuse of Your account due to the compromised Customer account or system owing to the system becoming infected with worm or Trojan horse program because of any Internet usage /download or the opening of any email attachment. Cosyn may in its absolute discretion suspend the Service(s) or the Customer account access for such period till the threat has been retreated. We may at Our absolute discretion, add source identifiers to the emails sent by You relating to the Services and You hereby agree and consent to the same without any protest.
- You agree and understand that the information which You send over the Internet may not remain private and secure, as Internet is an open source and insecure means of communication. Such information which You transmit over to Us through the access or Use of the Services is susceptible to interference and diversification. You shall be solely responsible for the security and integrity of any Data or information which You transmit over the Internet, including any Data or information which may be transmitted via any network which is designated as "secure".
- Unauthorized Access by third parties: You agree to promptly notify Cosyn of any unauthorized account access or of any other usage of the Services which is known or reasonably suspected to have occurred, and whenever required by Cosyn, the Customer will cooperate with Cosyn’s reasonable investigation of any such unauthorized activity. Cosyn is not responsible for the actions of any individual who, with or without Customer’s knowledge or permission, gains access to the Services as a result of Customer’s failure to implement and enforce the security measures for which Customer is responsible. If Cosyn suspects fraud or unauthorized or improper use of the Services, Cosyn may stop providing Services to You till the breach or unauthorized use has ceased or it may take such measures in its absolute discretion as may be reasonable in the circumstances.
- Cosyn and its supplier(s) maintain appropriate and reasonable security procedures and follow standard industry practices to safeguard the timeFrank application to ensure maximum security to You for protection of the Data provided by You against any accidental or unlawful wreckage or accidental loss, modification, unauthorized disclosure and access. We also assure You to maintain the privacy of Your Data in accordance with the terms of the Agreement and the applicable laws in force. timeFrank uses Microsoft Azure Cloud Computing platform for hosting its Service(s) and therefore We cannot assure You a data protection policy which is wider in scope than as provided by Microsoft Azure Cloud Computing Platform Data security policy, but in any event, such security and data protection procedure and practices shall generally include but not be limited to;
Maintenance, Repairs and Upgrades
- We and/or Our supplier(s) may perform regular maintenance services from time to time and activities and updates to the Service to ensure that the quality of Our Service is retained at all times. Our repairs may require Us to change the form and nature of the Service(s) and any/all change/alteration in features shall be subject to the terms and conditions of the Agreement.
- You agree and understand that in the course of such maintenance and up-gradations/repairs, the Service quality may be limited, which in any event shall not entitle You to any claim, any compensation or cost during such maintenance and/or repairs. We do not assure You, but We will attempt and keep such maintenance and repairs out of the peak hours and inform You reasonably in advance prior to carrying out any maintenance/repairs.
- Cosyn will make commercially reasonable efforts and strive to ensure that that planned maintenance activities do not exceed an average of 10 (ten) hours per month on a running three-month average. Planned maintenance activities will be scheduled by Cosyn outside of its Normal Business Hours. Cosyn will provide at least seven (7) days advance notice to the Customer of planned maintenance activities that may interrupt the performance of the Services, and if it is not reasonably able to do so, the maintenance activities will be considered emergency (non-planned) maintenance activities.
Acceptable use of the Service
- We believe and assume that whenever You are using Our Service, the same is used by You in absolute ‘good faith’ and therefore the slightest activity which is not believed to have been done in good faith vests the entire responsibility with respect to such action in You. At the same time such activity of Yours vests in Cosyn, at Our absolute discretion and subject to the applicable laws, the right to determine if the activity constitutes an act done in bad faith.
- If at any point of time, it appears to Us, that You are not using the Service in good faith, We reserve the right to terminate the Service without prejudice to any of the rights that may be available to Us under the Agreement and the applicable laws and without prejudice to Our right to report the same to the authorities and initiate appropriate legal action against You.
We mention here certain activities, which are illustrative and not exhaustive, which may be actionable and can be prima facie considered to have been done in bad faith:
- Use for illegal purposes You shall use the Service always for legal purposes and in accordance with the applicable laws. You agree to notify Us promptly of any illegal activity that You might be aware of as is carried out during the usage of the Service, for Us to take suitable action and report the same to the authorities for any legal action. You shall not use the Service for illegally acquiring or accessing the data/financial information/payroll data of any person/employee whose data is captured or stored or processed through the Service to cause any harm, injury of any sort or in any form whatsoever or for any unauthorized purposes.
- Compromise of security You shall not carry out any activity which reasonably compromises or tends to compromise the safety and security of the Service in any manner whatsoever by way of any downloading or uploading or transmission of any material containing any viruses, Trojan horses, worms, time bombs, cancel bots, or any other harmful or deleterious program which may breach the Service provided by Cosyn. You shall refrain from posting or bringing to use such content or disturb the system and the functioning of the Service at any point of time whatsoever.
- Posting of Inappropriate Content Cosyn reserves its absolute discretion to decide and intimate You if any content is inappropriate and to take action as may be appropriate in the circumstances, which may include, but may not be limited to the termination of the Customer account. You shall refrain from posting or uploading any inappropriate content which is not related to purposes of the Service. For a better understanding of the terms of the above, this para may be read in close conjunction with terms of Clause 13 hereinafter.
- Unsolicited messages You shall not send junk mails or spam mails which is threatening in its content or any unsolicited messages that have no bearing or connection with the provision of the Service.
Uploading and Downloading of Content
- Post registration, You shall be required to upload various details of the employee such as name, mobile number, employee id, branch, position etc. and indicate the attendance permissions as to whether the same would be web punch in or by QR cards or by Personal Identification Number (PIN), etc. and also the profile photo of the employee etc. During the use of the Service, You may also upload details of compensation/ salary, fines, statutory contribution, identity information, statutory identification numbers etc. for payroll data entry and management. You agree that unless indicated by the instructions appearing in the profile creation screen of the Service, You shall not add any data or content in the fields in the employee profile page or payroll data entry page
- You agree to take sole responsibility for any content that may be objectionable and in-appropriate in view of the purpose of the Service provided to You. You shall not upload, create, transmit, display or add any content which purports to be illegal, unlawful, offensive, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, invasive of someone’s privacy or contains hate speech and which may include, viruses, worms and any other destructive codes.
- We reiterate that We reserve the absolute discretion as to the content which may be added and to determine whether the content added by the User(s) is in good faith. We also reserve absolute discretion to pursue appropriate action against You for any in-appropriate content, whether or not we have received a complaint or a representation in that regard, without prejudice to any of the rights available to Us to approach the appropriate forum or authority against such uploading or posting of in-appropriate content.
- You shall be able to download the attendance reports and the payroll data records generated by timeFrank application/Service in respect of employee attendance and payrolls as indicated by the terms of the Agreement. Cosyn assumes no responsibility for any damage resulting from the loss of Data or damage to Your computer or mobile device/equipment due to the downloading of such content. You agree and understand that You shall be solely responsible for the content downloaded from Our website at any point of time whatsoever.
- You undertake and agree that any information provided by You to Cosyn under the Agreement shall be correct, complete, accurate, updated and not misleading in any manner whatsoever. You shall be solely liable for any information provided by You to Cosyn and Cosyn does not undertake any liability whatsoever for any data which You may provide during the use of the Service.
Obligation of Confidentiality
- For the purposes of this Clause 14, either Cosyn or the Customer shall be referred to as either the Disclosing or the Receiving Party as the case may be.
- Confidential information under this Agreement shall mean and include information of whatsoever nature including proprietary information and whether in hard copy or soft form, and which could be disclosed or revealed in the course of the execution of the Agreement and which is intended to be marked or is intended to be reasonably classified as Confidential information. Customer agrees and acknowledges that the Service may embody unique algorithms and methodology which qualifies to be proprietary information and which may come to the notice of the Customer and such proprietary information shall be also deemed to be Confidential information. All Confidential information, including the copies made thereof, is the sole property of the Disclosing Party and shall be promptly returned to the Disclosing Party or destroyed upon written request by the Disclosing Party or shall be destroyed after expiry of a period of 30 (thirty) days from deactivation.
Confidential information shall not however include:
- Any information which is public or becomes known to the public other than disclosure by the Receiving Party or its representatives;
- Any information which was available to the Receiving Party on a non-confidential basis even before its disclosure by the Disclosing Party or its representatives, or;
- c)Any information which becomes available to the Receiving Party on a non-confidential basis from any person other than the Disclosing party or its representatives.
- Both the Disclosing Party and the Receiving Party agree that the Confidential information shall be kept confidential in their possession and shall be disclosed for the purposes as authorized by the Agreement. Customer agrees and consents to the disclosure of the Confidential Information to the directors, officers, employees, agents, representatives or advisors of Cosyn only for the purpose as set forth in the Agreement and no further. You further consent to the disclosure of the Confidential information to such persons who are also bound under an obligation of confidentiality with Cosyn.
- We make it clear to You that no confidentiality can be expected from Us at any point of time in respect of such Data or information which is not retained with us after the expiry of a period of 30 days from the date on which the paid subscription ends i.e. when the Customer account is terminated by Cosyn.
Ownership of Data and Intellectual Property
- We inform You that at the time of using the Service, You retain the ownership of Your data and information provided by You and unless You specifically give us authority in that respect, We do not use, reproduce, adapt, modify, publish or distribute the information or data provided by You for Our own purposes, commercial, marketing etc., whatsoever. While the punch in/out’s of Your employees are captured by the timeFrank attendance capture application, such data will be compiled and used for the purposes of the Service and could be used to display and use aggregate statistics in terms of visitors and access statistics on the Customer account dashboard/timeFrank website. The Service will accept the payroll data and allow you to delete, add, modify/change the data. However, after an expiry of a period of 30 (thirty) days from the date on which the subscription ends and the Customer account is terminated, We do not preserve Your data/reports and hence You shall not claim any ownership in such Data any further.
Without prejudice to anything contained in the foregoing Clause 15.1, You hereby grant to Us a worldwide, royalty-free, transferable, sub-licensable, perpetual license in respect of the following;
- To use any Data and information which You may provide during the usage of the Service(s), for the purposes of ensuring You the provision of the Service(s); and
- to use or introduce into the Service(s) any optimization suggestions, enhancement requests, recommendations for improving quality or other feedback(s) provided by You during the use of the Service.
- Cosyn reserves all its Intellectual Property Rights and the rights derived there from in respect of the Service(s) and the mere use of the Service shall not imply a transfer of any Intellectual Property Rights to You at any point of time. You shall exercise Your own diligence while using Our Service and ensure that You do not violate any of Our Intellectual Property Rights.
- You agree and understand that any reproduction, modification or creation of any derivative works, or the display, publishing, distribution, dissemination, broadcast, commercial exploitation in whatsoever manner, communication in whatever form, circulation, or transfer or assignment of the Service in any way or manner and/or of the timeFrank application or any part thereof, to any third party, without obtaining the consent in writing of Cosyn will entitle Cosyn to pursue appropriate action against You as may be available to Cosyn under the applicable laws, without prejudice to any of the rights which Cosyn may have under the Agreement.
- You further understand and agree that certain acts/activity shall constitute infringement of the Intellectual Property Rights of Cosyn, which shall include but may not be limited to; directly or indirectly disassembling or attempt to do so, decompiling or attempt to decompile, reverse engineering or making attempts to discover the source code, object code or underlying structure, ideas or algorithms, design, structure of the Service or any software used in providing of the Service; modification, translation or creation of derivative works based on the Service(s) or any software or an attempt to do so, or use the Service(s) or the Software in any manner otherwise for the benefit of a third party unless expressly permitted in writing by Cosyn or remove any proprietary information, notice or labels from the Service and/or the timeFrank application(s).
- Cosyn grants You a non exclusive, non transferable, non sub-licensable license to use such Software by installing the same on any of Your device(s) including a mobile device used by You in connection with the use of the Service(s).
- You understand and agree that the Service is only for commercial purposes including non-government organizations (NGOs) like volunteer/ charitable organizations, and does not intend to serve any non commercial, ordinary domestic or household use. At no point of time, Cosyn makes any representation that the Service shall serve any non-commercial purpose. Cosyn shall not be liable for any injury or harm caused to any person if the Service is put to any non-commercial use whatsoever.
Cosyn ITS DIRECTORS, OFFICERS, EMPLOYEES, SUBSIDIARIES, AFFILIATE COMPANIES, SUCCESSORS OR ASSIGNS SHALL ASSUME NO LIABILITY UNDER ANY EVENT OR CIRCUMSTANCES WHATSOEVER IN RESPECT OF:
- ANY DAMAGE WHETHER DIRECT OR INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL OR OTHER DAMAGES, AND WHETHER ARISING IN CONTRACT OR TORT OR IN ANY MANNER OTHERWISE, (INCLUDING BUT NOT LIMITED TO ANY LOSS OF PROFITS, MONEY, REVENUE WHETHER CURRENT OR PROJECTED, DATA, USE OF ANY OTHER ECONOMIC ADVANTAGE) OR ANY INFORMATION ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE SERVICE(S), INCLUDING WITHOUT LIMITATION THE USE OF OR ACCESS TO OR INSTALLATION OF THE SERVICE ON ANY DEVICE INCLUDING A MOBILE DEVICE OR THE INABILITY TO USE THE SERVICE(S) OR FOR ANY DATA OR CONTENT OF THE SERVICE.
- b.ANY CLAIM OR CLAIMS WHATSOEVER ARISING DUE TO ANY INTERRUPTION, SLOW PERFORMANCE, ERRORS OR OMISSION, OR INACCURACIES IN THE SERVICE, REGARDLESS OF THE CAUSE EVEN IF THE PARTY FROM WHICH DAMAGES ARE BEING SOUGHT OR SUCH PARTY HAD BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.
- Cosyn assumes no responsibility of any damage or injury caused to any person whatsoever due to any use or access or installation of the Service on any device including a mobile device in any manner whatsoever during the trial/paid subscription period.
- You agree that the subscription fee paid is non-refundable While Cosyn shall not accept any request for refund of the subscription fee, refunds if any, shall be at the sole discretion of Cosyn.
- Under no circumstances whatsoever, the liability of Cosyn to the Customer or any other person or entity for any claims under the Agreement, including but not limited to loss(es) caused due to any unplanned maintenance activity, shall not exceed the amount(s) received by Cosyn for the Service under this Agreement in the 3 (three) month period, preceding the date on which the claim of action arose.
- The Agreement shall commence from the date and time when You register for the Service on the website www.timeFrank.com. Unless terminated in accordance with the Agreement, the term of the Agreement shall be automatically extended to such term of paid subscription.
- Cosyn shall suspend the Service and Your Customer account will be disabled and You will not be able to use the timeFrank app to capture attendance or delete, add, modify/alter the payroll data if You do not make payment for activating the Service even after the expiry of the period specified by Cosyn in the 4th reminder email as mentioned in the Agreement.
- Cosyn reserves the right to suspend and terminate the access to the Service at any point of time without assigning any reason to You whatsoever. Cosyn may suspend or terminate the Customer account at any point of time and may refuse any and/or all current or future use or access of the Service if it is found that You have given such information which is false or untrue or inaccurate, either in whole or in part.
- Notwithstanding anything contained in the above clause 17.3, Cosyn may suspend the Service for any breach of the terms and conditions of the Agreement by You, without prior notice and without assigning any reason. In such event, Cosyn shall have absolute discretion whether to allow the resumption of the Service on such terms and conditions as may form a part of the Agreement or to terminate the Services permanently.
- Except as provided under the Agreement, either party i.e. Cosyn or You may terminate the Agreement at any point of time, without assigning any reason. In the event Cosyn terminates the Agreement Cosyn will give You a written notice of at least thirty (30) days in advance and that You shall be entitled to terminate the Agreement by sending an email to us at support@timeFrank.com at any point of time during the period of the trial/paid subscription and in the event of such termination by You, it shall be deemed that You have voluntarily waived-off any right to claim any refund or adjustment of the advance fees paid for any paid subscription.
- Without limitation, Cosyn shall be entitled to terminate the Agreement immediately, for reasons such as insolvency of the Customer or for such reasons where the Customer becomes unable to fulfill any of its obligations under the Agreement. Cosyn shall be entitled to exercise such right of termination without prejudice to any of the rights which it may have under the Agreement or under the applicable law for any losses or damage suffered by it due to the breach of any of the terms or obligations by the Customer under the Agreement.
- Consequences of termination: Upon termination of the Agreement due to non renewal of subscription within the period specified in the 4th reminder, the Customer account shall be deactivated, and You shall not be able to use the key functions of the Customer account. In spite of deactivation, the data content and reports shall be preserved only for 30 days from such deactivation and not beyond such period, after which the data shall be deleted. We shall not be bound to hold or to provide You, the data content/reports after the period of 30 days as mentioned in the foregoing. Even if We decide to provide You the data/reports during the period of 30 days after deactivation, We do it at our sole discretion and at no point of time, We claim that the data content/reports which We provide to You will be error free, or accurate or will serve Your purpose. You unconditionally agree to waive off any right to claim any damages or compensation for any damage or injury whatever caused to You by way of such Data and reports.
Disclaimer of Warranty
- THE SERVICES PROVIDED BY COSYN ARE ON "AS-IS" AND “AS-IS-AVAILABLE BASIS”, AND COSYN MAKES NO REPRESENTATION OR WARRANTY WITH RESPECT TO THE SERVICES. TO THE MAXIMUM EXTENT PERMITTED BY LAW, COSYN SPECIFICALLY DISCLAIMS, ANY AND ALL WARRANTIES, GURANTEES OR CONDITIONS, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE RELATING TO THE SERVICES, INCLUDING BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, COMPLIANCE WITH ANY DESCRIPTION, COMPLETENESS, TIMELINESS, CORRECTNESS, NON-INFRINGEMENT OR RIGHTS OF ANY THIRD PARTIES, OR FITNESS FOR ANY PARTICULAR PURPOSE. COSYN DOES NOT REPRESENT OR WARRANT THAT THE SERVICES PROVIDED: (A) WILL BE RELIABLE, SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE OR WILL OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, APPLICATION, SOFTWARE, SYSTEM OR DATA, (B) WILL MEET CUSTOMER’s REQUIREMENTS OR EXPECTATIONS, OR (C) WILL BE FREE OF VIRUSES OR OTHER HARMFUL OR SPURIOUS COMPONENTS AND THESE DISCLAIMERS OF COSYN CONSTITUTE AN ESSENTIAL PART OF THE AGREEMENT. IF ANY IMPLIED WARRANTIES MAY NOT BE DISCLAIMED UNDER ANY APPLICABLE LAW, THEN ANY SUCH IMPLIED WARRANTIES ARE LIMITED IN DURATION TO THE PERIOD AS MAY BE REQUIRED BY APPLICABLE LAW. AS SOME STATES OR JURISDICTIONS DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY MAY LAST, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. FURTHER, YOU UNCONDITIONALLY ACKNOWLEDGE AND AGREE THAT WE HAVE NO CONTROL OR HOLD OVER THE INTERNET, AND THEREFORE THAT COSYN SHALL NOT BE LIABLE FOR ANY DISCONTINUANCE OF THE OPERATION OF ANY PORTION OF THE INTERNET OR ANY POSSIBLE REGULATION OF THE INTERNET WHICH MIGHT RESTRICT OR PROHIBIT THE OPERATION OF THE SERVICES PROVIDED TO YOU BY COSYN.
- Without limiting to anything contained in the foregoing clause 19.1 above, Cosyn shall not be liable to any person for any damage or injury whatsoever caused by the use or access of the Service, or damage or injury caused due to the failure of performance, error, or due to any downtime, omission, interruption, deletion, defect, delay or error in operation or transmission, computer virus, line or link failure, theft or destruction or unauthorized access to, or any alteration of the use of any record whatsoever.
- Cosyn does not and shall not make any warranty with respect to any transaction(s) commercial or otherwise which You may conclude with any person through the Service(s) and no warranty shall be deemed to have been created herein by any advice or communication from Cosyn in respect of the Service. You agree that it is solely Your responsibility to take necessary and reasonable measures to prevent any contamination or damage to Your computer or mobile device(s) or software. Cosyn does not accept any responsibility for any deletion of the data or information or any failure to store, deliver or timely deliver any information, reports whatsoever during the use of the Service.
- Customer agrees to indemnify defend and hold Cosyn, its directors, agents, servants, employees and representatives, subsidiaries, affiliates, successors and assigns, harmless for any claims, damages, proceedings, losses, costs and expenses caused to Cosyn for a) misuse of the Service by the Customer and/or the User ; and b) any breach of the terms of the Agreement. Your acceptance of the terms of the Agreement will constitute Your sufficient acceptance to indemnify Us as in the foregoing. The remedy of Cosyn to be indemnified shall be without prejudice to any rights or remedies as may be available to Cosyn under the applicable laws.
All/any notices or demands or communications which may be required to be given under or in relation to this Agreement shall be given in writing and shall be sent by registered mail/post, or by email communication addressed to:
- To the Customer at the postal address or the email address provided at the time of registration of the Service
- To Cosyn at 6-1-85/10, Saifabad, Hyderabad 500004, Telangana or at support@timeFrank.com.
- All/any notices or demands or communications which may be required to be given under or in relation to this Agreement shall be given in writing and shall be sent by registered mail/post, or by email communication addressed to:
- Cosyn shall not be responsible either to You or to any other person for its delay or failure to provide the Service or perform the obligations under this Agreement or for any loss or damage caused to any person whatsoever, due to reasons beyond the control of Cosyn including but not limiting to Act of God, lightening, floods, or natural disasters, disruption or unavailability of communication facilities, failure of internet, war, terrorism, cyber attack, vandalism and for any other reasons connected therewith or thereby.
- This Agreement along with the documents, records, policies referred to or incorporated in it shall constitute the entire agreement between Cosyn and the Customer and shall supersede all such former communications, arrangements, understandings or agreements, written or oral between Cosyn and the Customer.
- Any variation or any amendment in this Agreement, if required, shall be made only with a mutual agreement in writing between Cosyn and the Customer.
- Mere failure of Cosyn to assert any of the rights under this Agreement may not be construed to constitute a waiver of any of its right(s) which may be available to it in respect of the terms of the Agreement or as may be available to it under the applicable laws or under equity.
Assignment of rights
- The Customer shall not assign any rights or obligations under the Agreement to any third party without a written consent of Cosyn. Cosyn may at its absolute discretion allow or disallow the assignment on such terms as may be mutually agreed between Cosyn and the Customer. This Agreement does not contemplate the rights of any third party beneficiaries.
Relationship between Cosyn and the Customer
- The Agreement does not constitute any agreement of agency, partnership or joint venture whatsoever, of Cosyn with the Customer at any point of time .
- All disputes and differences arising out of or in connection with the Agreement, if not resolved within 60 days through discussion between the Parties, shall be referred to arbitration by 3 (three) arbitrators, 1 (one) nominated by each Party, and the third (the presiding arbitrator) to be appointed by the 2 (two) arbitrators so nominated. The decision and award determined by such arbitration shall be final and binding upon the Parties. The Arbitration shall be conducted in accordance with the provisions of the Indian Arbitration and Conciliation Act, 1996 and its amendments, as may be in force from time to time. The arbitration proceedings shall be conducted in English and the venue of the arbitration shall be Hyderabad, Telangana.
Governing Law and Jurisdiction
- This Agreement shall be governed by and construed in accordance with the laws of India and in case of any dispute the Courts in Hyderabad shall have exclusive jurisdiction to entertain and decide such dispute.
- If any part or provision(s) in the Agreement is found to be unenforceable or invalid, such part/provision(s) shall not affect the rest of the parts/provision(s) of the Agreement and the Agreement shall be construed as if such invalid portion did not exist in the Agreement. Any such invalid provision shall be replaced by a valid provision which reasonably gives effect to the intent and purpose of the Agreement.
Queries and Concerns
- If any part or provision(s) in the Agreement is found to be unenforceable or invalid, such part/provision(s) shall not affect the rest of the parts/provision(s) of the Agreement and the Agreement shall be construed as if such invalid portion did not exist in the Agreement. Any such invalid provision shall be replaced by a valid provision which reasonably gives effect to the intent and purpose of the Agreement.
timeFrank Privacy Statement
Data which We may collect
As and when You create a User account with Us and start using timeFrank and provide data/information for the purpose of availing the Service, timeFrank’s cloud based servers which are (hosted on Azure cloud) (“Cloud Servers”) collect personal data/information from You. Such data/information is also collected in instances such as when You contact Us with inquiries or register Yourself or Your company online for access to Our Service. The Cloud Servers may also collect data about Your visits/log information including the type of internet browser that You may use to access the Service , including the device information such as the computer used to enter payroll data or the computer, mobile or tracking device which is used to track and assess the employee attendance, mobile network information and all such data which You at Your own volition provide/upload on timeFrank or which could be automatically captured on the Cloud Servers, at such time when You are using or accessing the Service. . We may collect personal data from You which includes financial data such as bank account details, and biometric data during the use of the Service.
Non-Identifiable data/information which We may collect
In addition to the above, the Cloud Servers may also store some data which does not specifically identify You, but which the Cloud Servers may collect passively by using various technologies. We inform You that Cosyn Ltd. may store such information either with itself or it can store such information so as to be included in the database(s) owned and/or maintained by Cosyn Ltd. Our collection of such non-identifiable data /information may be used and pooled with other data/information only to improvise performance of timeFrank and further, may be for purposes including but not limited to
- tracking the total number of users of timeFrank;
- tracking/assessing the number of visitors,
- tracking the domain names of internet service providers who are providing service to the users of timeFrank.
In all of the above, there is no use or encroaching upon any of Your personal data/information or any disclosure of any personal data/information.
Cosyn gives You the absolute discretion
At Cosyn, We believe that Our Service is solely for Your requirements and at any point of time if You elect not to provide Us with any data or information to be collected or if You decide to withdraw any consent/permission given to Us, We will respect Your decision. However, as a prior measure before doing so, We would request You to write to Us at firstname.lastname@example.org. Also, if You decide to withdraw any consent/permission given to Us earlier, as a matter of Policy, Cosyn will have the right to block the access to timeFrank and terminate the Service.
Purpose(s) for which We may collect/process Your data
At Cosyn, we believe in transparency and conveying to Our Users, the purpose of collecting or processing the data, which could be for the purposes including but not limited to the following;
- Providing and ensuring high quality service to the User.
- Sending notices, updates, security alerts, virus alerts, and other back end support services collateral to timeFrank.
- Any other purpose aligned to the main purpose of providing You timeFrank or as may be communicated to You at the time of collection of the data/information.
- Marketing and promotional purposes about any prospective service(s) of Cosyn; however, if You decide and write to Us that We should refrain from using Your data/information in respect of any marketing or promotional purposes, Your decision will be honored by Us. However, in case You do not write to Us with any objection to the use of the data/information as in the foregoing, it shall signify that You have accorded us permission for such use of the data/information under law.
Security of Your data
Period of retaining Your data/information
Analytics and Similar Technologies by Third Party Service Providers
However, We believe that it is important to let You know that We do share information, including personal data/information, with Our third-party service providers (such as credit card processors, managed cloud hosting providers like Azure cloud) for the purpose of providing the requisite hardware, software, networking, storage, and other services which We use to keep Our Service operational and functional and to maintain a high quality user experience. We do not and shall not permit
- Any such third party service providers to use the data/information shared with them for the purpose of marketing their services; or
- The use of the data/information for any other purpose other than in connection with the services they provide to Us.
By using our Service, You agree to provide us explicit consent to share any such information to such third party providers for the purposes hereinbefore mentioned. If you wish to withdraw such consent, You will not be able to use the Service.
Compulsive grounds of disclosure
We are committed to adhering to all the applicable laws under all circumstances whatsoever and therefore, We may be compelled to disclose the personal information in circumstances including but not limited to the following;
- Disclosure to Government agencies mandated under the law to obtain information including sensitive personal data or information for the purpose of verification of identity, or for prevention, detection, investigation including cyber incidents, prosecution, and punishment of offences;
- Disclosure to the authorities in the event of a legal proceeding, court process, investigation;
- Disclosure under any such other legal process/process of the court of law where We would be bound to do so by/under the applicable laws in force;
- Disclosure in the circumstances where We are mandated to establish or protect Our legal rights, intellectual property to the extent permitted by law;
- Disclosure which is required to verify the identity, prevent, detect or take action against any illegal activity/ies, whatsoever including but not limited to cyber accidents, suspected or apprehended fraud, or where there is a reasonable apprehension of any situation(s) involving potential/material threats to the physical safety of any person, property etc.
We inform You that Your data/information is processed on Cloud Servers in India. Your data/Information may be stored, transferred or transmitted over, and used, in such locations outside of Your state or region. Your data/Information may be accessed by courts, law enforcement agencies, regulatory agencies and/or statutory authorities. In all such cases in the foregoing, by using or accessing timeFrank, You hereby unconditionally give Your consent to the access, storage, transfer, transmission of Your data/ Information and the usage and disclosure of Your data/information in all respects whatsoever.
You have a Right to access, review or correct or object to collection, processing, portability of data/information
You may send a request in writing to Us to
- Allow access to Your data/info or review Your data or
- Allow You to correct inaccuracies or deficient data
- Delete any personal data/information and We shall comply with Your request.
- Withdraw Your consent to the process in which Your data is collected and/or processed, in which event You may not be able to use the Service. In the latter two instances as provided above, where You request us to delete any personal data/information or where You withdraw Your consent, We reserve the right not to provide You the Service any further and to terminate the Service.
However, We believe that it is also necessary and expedient to let You know that We do not and shall not undertake any responsibility for the authenticity or genuineness of the data/information provided/shared by You and neither Cosyn makes/provides any representation(s), warranty(ies), guarantee(s), covenant(s), admissions, estoppels(s), whatsoever that the data/information which You provide is correct, accurate and shall be suitable, whether in whole or in part, for the purpose(s) for which it is/was provided by You during the access and/or use of timeFrank service(s).
For assistance, You may write to Cosyn at email@example.com or You can contact Our Grievance officer as per the below details:
Contact details of the Grievance Officer:
Phone number: ___________________