TERMS AND CONDITIONS

1. Introduction and Acceptance

These Terms and Conditions ("Terms") govern your access to and use of the website vediviasolutions.com (the "Site") and the Zoho consulting, implementation, integration, training, and managed services ("Zoho Services") and staffing, recruitment process outsourcing, payroll, and workforce consulting services ("Staffing Services") (together, the "Services") offered by Vedivia Solutions Pvt Ltd ("Vedivia Solutions", "we", "us", "our"). By accessing the Site, submitting an enquiry, or engaging our Services, you ("you", "Client", "user") agree to be bound by these Terms. If you do not agree, please discontinue use of the Site and Services.

2. Definitions

• "Agreement" means these Terms together with any applicable Statement of Work (SOW), quotation, service order, or engagement letter agreed between Vedivia Solutions and the Client.
• "Candidate" means an individual whose profile is sourced, screened, or presented by Vedivia Solutions under Staffing Services.
• "Client Data" means any data, content, or materials submitted by the Client or accessed within the Client's systems (including Zoho environments) in connection with the Services.
• "Zoho" refers to Zoho Corporation and its suite of software products.

3. Description of Services

Vedivia Solutions is an authorised Zoho Consulting Partner offering consulting, implementation, integration, customisation, automation, training, and managed support services for the Zoho product suite. Vedivia Solutions separately provides staffing and workforce solutions including permanent staffing, recruitment process outsourcing (RPO), third-party payroll, manpower/contract staffing, campus recruitment, executive search, and workforce advisory services. The specific scope, deliverables, timelines, and fees for any engagement will be set out in a separate SOW, proposal, or service agreement, which forms part of the Agreement and shall prevail over these Terms in case of conflict.

4. Eligibility and Account Use

The Site and Services are intended for business use by organisations and professionals. By using the Site or Services, you represent that you have the authority to bind your organisation to these Terms, where applicable, and that all information you provide is accurate and current.

5. Use of the Site

You agree not to:

• Use the Site for any unlawful purpose or in violation of these Terms.
• Attempt to gain unauthorised access to the Site, our systems, or any Zoho or client environment.
• Copy, reproduce, or distribute content from the Site without our prior written consent, except as necessary for your own evaluation of our Services.
• Introduce viruses, malware, or engage in activity that disrupts the Site's operation.

6. Zoho Partner Relationship and Third-Party Products

Vedivia Solutions is an independent Zoho Consulting Partner and is not owned or controlled by Zoho Corporation. All Zoho product names, logos, and trademarks are the property of Zoho Corporation. Any Zoho software licences are governed by Zoho's own terms of service and pricing, which are separate from, and in addition to, Vedivia Solutions' consulting fees. We are not responsible for outages, defects, or changes made by Zoho to its products.

7. Fees and Payment

Fees for Zoho Services and Staffing Services will be set out in the applicable SOW, proposal, or invoice. Unless otherwise agreed in writing:

• Invoices are payable within the timeframe specified on the invoice; overdue amounts may attract interest and/or suspension of services.
• All fees are exclusive of applicable taxes (including GST), which shall be borne by the Client unless stated otherwise.
• Any third-party costs (e.g., Zoho software licences) are payable directly by the Client to the relevant third party, unless expressly included in our quotation.

8. Staffing and Recruitment-Specific Terms

• Candidate profiles, resumes, and related information shared by Vedivia Solutions are provided in confidence and solely for the Client's evaluation for the specific role discussed; they may not be forwarded to third parties or used to fill other roles without our consent.
• Any replacement guarantee, rebate structure, or exclusivity arrangement will apply only if expressly stated in the relevant SOW or engagement letter.
• The Client is solely responsible for verifying the accuracy of information provided by Candidates and for compliance with applicable labour, employment, and statutory laws in respect of any Candidate hired or engaged.
• For third-party payroll and statutory compliance services, the Client remains responsible for ensuring accuracy and timeliness of inputs (e.g., attendance, salary structures) required for us to process payroll correctly.

9. Client Obligations

The Client agrees to provide timely access, information, approvals, and resources (including access to relevant Zoho environments or personnel) reasonably necessary for Vedivia Solutions to perform the Services, and acknowledges that delays in providing the same may affect timelines and deliverables.

10. Intellectual Property

All content on the Site, and all pre-existing methodologies, templates, tools, and know-how used by Vedivia Solutions in delivering Services, remain the property of Vedivia Solutions or its licensors. Unless otherwise agreed in an SOW, custom configurations, workflows, or automations built specifically for a Client within the Client's own Zoho environment shall belong to the Client upon full payment, while Vedivia Solutions retains rights to its underlying tools, frameworks, and general know-how.

11. Confidentiality

Each party agrees to keep confidential any non-public business, technical, or Candidate/Client information disclosed by the other party in connection with the Services, and to use such information only for the purposes of the engagement, except where disclosure is required by law.

12. Data Protection

Each party will comply with applicable data protection laws, including the Digital Personal Data Protection Act, 2023, in connection with any personal data processed under the Agreement. Further details on how we handle personal data are set out in our Privacy Policy, available on the Site.

13. Warranties and Disclaimers

Vedivia Solutions will perform the Services with reasonable skill and care consistent with good industry practice. Except as expressly stated in an applicable SOW, the Site and Services are provided "as is" and "as available", and we disclaim all other warranties, whether express or implied, including implied warranties of merchantability, fitness for a particular purpose, and non-infringement, to the maximum extent permitted by law.

14. Limitation of Liability

To the maximum extent permitted by applicable law, Vedivia Solutions' aggregate liability arising out of or in connection with the Services shall not exceed the total fees paid by the Client for the specific engagement giving rise to the claim in the twelve (12) months preceding the claim. In no event shall Vedivia Solutions be liable for indirect, incidental, special, consequential, or punitive damages, including loss of profits, data, or business opportunity, even if advised of the possibility of such damages.

15. Indemnification

You agree to indemnify and hold harmless Vedivia Solutions, its officers, employees, and affiliates from and against any claims, losses, liabilities, and expenses (including reasonable legal fees) arising out of your breach of these Terms, misuse of the Site or Services, or violation of applicable law.

16. Term and Termination

These Terms remain in effect for as long as you use the Site or Services. Any specific engagement may be terminated in accordance with the termination provisions in the applicable SOW. We reserve the right to suspend or terminate access to the Site or Services in case of a material breach of these Terms.

17. Force Majeure

Neither party shall be liable for any delay or failure to perform its obligations (other than payment obligations) due to causes beyond its reasonable control, including natural disasters, government action, internet or utility failures, or other events of force majeure.

18. Governing Law and Dispute Resolution

These Terms shall be governed by and construed in accordance with the laws of India. Subject to any dispute resolution or arbitration clause specified in an applicable SOW, the courts at New Delhi and/or West Bengal shall have exclusive jurisdiction over any disputes arising out of or in connection with these Terms or the Services.

19. Amendments

We may revise these Terms from time to time. The updated Terms will be posted on this page with a revised "Effective Date", and continued use of the Site or Services after such changes constitutes acceptance of the revised Terms.

20. Contact Us

For questions about these Terms, please contact: