Master SaaS Agreement (MSA)

TC-LEGAL-001·Core commercial

Master SaaS Agreement (MSA) — TimeCampus

Document ID: TC-LEGAL-001 Title: Master SaaS Agreement (MSA) Version: 1.1 Last updated: 2026-10-24 Publisher: Timecampus Technologies Pvt. Ltd. (Burdenoff Group) Canonical location: https://burdenoff.com/contracts/timecampus/TC-LEGAL-001 Burdenoff Group Contract Registry — root at https://burdenoff.com/contracts (one subgroup per product). The contracts referenced in this document belong to the TimeCampus subgroup at https://burdenoff.com/contracts/timecampus/. Every referenced contract is identified by its Document ID (TC-LEGAL-### / TC-PRICING-###) and incorporated by reference.

Document type: Core commercial contract / Customer Terms Provider: Timecampus Technologies Pvt. Ltd. ("Timecampus", "we", "us"), a company incorporated under the Companies Act, 2013 Product: TimeCampus — AI Time Intelligence Platform (the "Service") Product website: https://timecampus.com Company website: https://algoshred.com Registered office: "VISWAM", Plot No. 43, Veeramani Nagar, 2nd Cross Street, Nanmangalam, Chennai - 600117, Tamil Nadu, India CIN: U72900TN2019PTC131007 PAN: AAHCT4604P DPIIT recognition: DIPP42745 Authorised Signatory: Vignesh T.V. (legal name: Tinnaneri Venkatanarayanan Vignesh) — Founder, CEO & CTO US Affiliate: Algoshred Technologies Corp, a corporation incorporated in the State of Delaware, United States (EIN 35-2845680) ("Algoshred US"), Timecampus's wholly-related US entity for international payment processing via Stripe Notices: contact@timecampus.com (legal notices also to the registered office) Status: Published v1.1 — effective 2026-10-24. Reviewed against the production platform and approved for publication by the founder (India jurisdiction); outside-counsel review checkpoints are tracked in TC-LEGAL-REG.

1. Parties and structure

1.1 This Master SaaS Agreement ("Agreement") is entered into between Timecampus Technologies Pvt. Ltd., a company incorporated under the Companies Act, 2013 with CIN U72900TN2019PTC131007 and PAN AAHCT4604P, having its registered office at "VISWAM", Plot No. 43, Veeramani Nagar, 2nd Cross Street, Nanmangalam, Chennai - 600117, Tamil Nadu, India ("Timecampus", "we", "us") and the customer identified in the applicable Order Form, click-through acceptance, or self-serve sign-up flow ("Customer", "you").

1.2 Timecampus is part of the Burdenoff Group. The Burdenoff Group is a group of associated companies that work together across all operations and capacities. Within the Group:

  • Burdenoff Consultancy Services Pvt. Ltd. ("Burdenoff Consultancy") acts as the manpower house: it holds and employs all personnel in every role across the Group, except the directors of each Group company. Burdenoff Consultancy personnel deliver, operate, support and maintain the Service on behalf of Timecampus under intra-group services, confidentiality and data-protection arrangements.
  • Algoshred Technologies Corp is Timecampus's wholly-related US entity, incorporated in the State of Delaware, United States, EIN 35-2845680 ("Algoshred US"). Algoshred US is responsible for receiving and processing international payments via Stripe. Timecampus itself receives and processes Indian and other regional payments via Razorpay. Either Timecampus entity is authorised to invoice for, collect, and receipt payments due under this Agreement; Customer's payment to either entity discharges Customer's payment obligation pro tanto.
  • The Burdenoff Group operates multiple SaaS products under a shared platform. Certain platform quotas and usage — including, without limitation, shared storage, compute, infrastructure capacity, API request pools, and observability — are shared across Burdenoff Group products and across products subscribed to by Customer, subject at all times to the security, isolation, and privacy commitments in this Agreement, the DPA and the Security Exhibit, and to applicable law.

1.3 The Agreement consists of, in order of precedence:

  1. The applicable Order Form (signed or click-accepted) or self-serve plan selection page.
  2. The Data Processing Addendum (DPA), where executed or where personal data is processed (which, for TimeCampus, is essentially always — see §5).
  3. This Master SaaS Agreement.
  4. The Security Exhibit, SLA & Support Policy (Enterprise only — see §3.4 and §8), Acceptable Use Policy (AUP), AI Product Terms, Billable Projects, Client Portal and Third-Party Integration Terms, and any other Timecampus policies referenced in the Order Form or made available at https://burdenoff.com/contracts (collectively, "Policies").

1.4 Where the Customer is a consumer or an individual in India transacting through the self-serve flow (e.g. a solo contractor or individual professional), the website Terms of Service and Privacy Policy published at https://timecampus.com apply in addition; this MSA prevails in case of conflict for paid plans only. The contracts in this stack are the single source of truth for the website-facing Terms and Privacy Policy.

2. Definitions

  • "Affiliate": an entity that controls, is controlled by, or is under common control with a party, where "control" means ownership of more than 50% of voting interests.
  • "Authorized User": an employee, contractor, team member, contractor, team member or other individual whom Customer authorizes to use the Service under Customer's account, subject to seat limits in the Order Form or plan.
  • "Customer Data": any data, content, and materials submitted to or generated within the Service by Customer or its Authorized Users — including employee and team member records, expense and billing inputs, time-and-attendance and leave data, performance and learning records, billable projects engagements, uploaded documents, communications, configurations, and logs — excluding (i) Service Generated Data and (ii) Timecampus Technology.
  • "Documentation": the user and admin documentation for the Service published at https://docs.timecampus.com or otherwise made available by Timecampus.
  • "Billable Projects": the TimeCampus features through which Customer records billable time, generates invoices to its own clients and shares read-only client portals, governed additionally by the Billable Projects, Client Portal and Third-Party Integration Terms (TC-LEGAL-011).
  • "Order Form": an ordering document or online checkout/plan selection that incorporates this MSA.
  • "Plan": the subscription tier and any add-ons selected on the Order Form or self-serve checkout.
  • "Service": the TimeCampus hosted time-intelligence platform, including its app shell, microfrontends, mobile applications, projects and tasks module, billable projects and client portals, focus and productivity module, core time operations module, internal communications module, team analytics module, document store, notifications system, and APIs, as updated by Timecampus from time to time.
  • "Service Generated Data": usage, telemetry, performance, error and security data generated by the Service about Customer's use of the Service, in aggregated or de-identified form.
  • "Subprocessor": a third-party processor engaged by Timecampus to process Personal Data in connection with the Service, as listed in Annex 3 of the DPA.
  • "Subscription Term": the period during which Customer is entitled to access the Service under an Order Form.

3. Provision of the Service

3.1 Grant. Subject to this Agreement and timely payment of Fees, Timecampus grants Customer a non-exclusive, non-transferable, non-sublicensable, worldwide right during the Subscription Term to access and use the Service and the Documentation for Customer's internal business operations (including managing its own and engaged team), subject to the Plan limits and the AUP.

3.2 Mobile and client components. Timecampus additionally grants Customer a non-exclusive, non-transferable licence to install and use any officially distributed mobile applications, SDKs or extensions to connect to the Service.

3.3 Plan limits. Plan-level entitlements (users / seats, tenants, employee records under management, active active projects, billable projects engagements, report templates / focus seats, document storage, AI-assist usage, API requests, notification deliveries, analytics and audit retention) are set out in the User Pricing Guide and applicable Order Form. Timecampus may meter usage, warn before limits, and throttle or refuse new usage on limit overrun; existing Customer Data remains accessible to the extent technically feasible.

3.4 Service levels and the SLA. Timecampus does not provide a service level agreement or service credits for non-Enterprise plans. Those plans are provided on a best-effort basis. A formal SLA (with uptime commitments and service credits) is available only as a paid, separately-negotiated add-on for Enterprise Customers, documented in the SLA & Support Policy and incorporated by reference into the relevant Order Form.

3.5 Free plan. Any Free plan is provided AS IS, without SLA, without support beyond community channels, and may be modified, rate-limited or terminated at any time on reasonable notice.

3.6 Beta and preview features. Features designated "beta", "preview", "experimental", "early access" or similar are provided AS IS, are excluded from the SLA, may change or be withdrawn at any time, and may have additional restrictions on use. TimeCampus is, as a whole, an early-stage product launching in 2026.

3.7 Updates. Timecampus will deploy bug fixes, security updates and feature improvements during the Subscription Term at no additional charge, provided this does not reduce in any material respect the Service's core functionality. Material reductions during a paid Subscription Term require 30 days' prior notice and entitle Customer to a pro-rata refund of unused, prepaid Fees if Customer terminates within 30 days of the notice.

3.8 Platform reuse. The Service is built on the shared Burdenoff platform and reuses common platform services for identity / authorisation, files and document storage, tags / taxonomy, comments and threads, tenancy, billing and notifications. Tenant isolation, RBAC and the security model are inherited from the platform and described in the Security Exhibit and DPA Annex 2.

4. Use restrictions and Authorized Users

4.1 Customer is responsible for the acts and omissions of its Authorized Users as if they were Customer's own, and for configuring RBAC so that team, expense, document and monitored-activity data is visible only to appropriately-authorised roles.

4.2 Customer shall not, and shall not permit any Authorized User or third party to:

  • access or use the Service in violation of the AUP;
  • use the Service to engage in unlawful or discriminatory employment practices, or to make project tracking, compensation, promotion or termination decisions on a basis prohibited by applicable employment law;
  • submit fraudulent or misleading time entries, expense claims, meeting records or billable hours, or otherwise falsify time-and-activity data, or scrape / bulk-extract team member, employee, contractor or expense receipt data;
  • copy, modify, translate, decompile, reverse-engineer, disassemble or create derivative works of the Service except to the extent expressly permitted by Indian law (including Sections 52(1)(ab)/(ac) of the Copyright Act, 1957);
  • circumvent any technical limitation, rate limit, billing meter, licence key, audit log or security mechanism;
  • use the Service to develop a competing product or service or to benchmark the Service for publication without Timecampus's prior written consent;
  • resell, sublicense, lease, rent, or provide the Service as a managed/hosted service to third parties except under a separate Partner/Reseller Agreement or approved Order Form;
  • upload to the Service any malware, ransomware, viruses, exploits or content that infringes third-party rights or violates law; or
  • introduce special-category personal data (health, biometric IDs, caste, religion, political opinion, sexual orientation, trade-union membership, or criminal-record data beyond lawful employee monitoring) except under an Order Form that expressly permits such use and includes the corresponding addenda, and where Customer has a lawful basis.

4.3 Timecampus may suspend, in whole or in part, Customer's access if continued use poses an imminent security, legal, or operational risk to the Service or its other users. Timecampus will use reasonable efforts to notify Customer in advance, to limit suspension to what is necessary, and to preserve Customer's ability to export expense and billing and statutory records during a wind-down.

5. Customer Data; controller/processor roles

5.1 Ownership. As between the parties, Customer retains all right, title and interest in and to Customer Data. Customer grants Timecampus a worldwide, non-exclusive, royalty-free, sublicensable (only to Subprocessors) licence to host, copy, transmit, display, process and otherwise use Customer Data solely to (a) provide, secure, support and improve the Service for Customer, (b) prevent or address technical or security problems, (c) comply with law, and (d) enforce this Agreement.

5.2 Customer as controller. For team data containing Personal Data, Customer is the controller / Data Fiduciary and Timecampus is the processor / Data Processor under the DPA (TC-LEGAL-003). Customer is responsible for (a) the lawful basis and any consents/notices for collecting and processing employee, team member and worker Personal Data; (b) the accuracy of expense and billing inputs and the lawfulness of expense categorisation, billing and tax treatment; (c) the accuracy and lawful use of the time, activity and expense records under applicable law; (d) any notices and consents required for employee time-and-activity monitoring, or AI-assisted analytics; and (e) its own employment decisions. The Service is a tool; the employment relationship and its legal consequences are Customer's.

5.3 No training on Customer Data. Timecampus will not use Customer Data — including team member records, employee records, expense and billing inputs, performance or learning data, communications, or AI feature content — to train, fine-tune or evaluate any generally-available machine-learning or large-language model. See the AI Product Terms for detail.

5.4 Backups. Timecampus maintains operational backups of Customer Data as described in the Security Exhibit. Customer remains responsible for keeping its own backups where the use case warrants it, in particular independent records of expense and billing and statutory employment data.

5.5 Return and deletion. Within 30 days after the end of the Subscription Term, Customer may export Customer Data through documented Service mechanisms. After that period (or, for Free/lower-tier accounts, after 90 days of inactivity), Timecampus may delete Customer Data, except where retention is required by law or for ordinary backup-cycle purposes (max 90 days), and subject to statutory employment / expense and billing / tax retention Customer instructs.

5.6 Service Generated Data. Timecampus may collect and use Service Generated Data, in aggregated and de-identified form, to operate, secure, improve and benchmark the Service and to publish industry statistics, provided that no individual or Customer is identifiable. Timecampus does not build behavioural profiles of individual workers from Customer Data.

6. Customer responsibilities

Customer shall:

  • maintain the confidentiality of credentials and promptly notify Timecampus of suspected compromise;
  • ensure that its Authorized Users comply with this Agreement, and configure RBAC to protect team, expense, document and monitored-activity data;
  • obtain all rights, consents and notices required for Timecampus to process Customer Data in accordance with this Agreement (including under the Digital Personal Data Protection Act, 2023, the SPDI Rules under the IT Act, 2000, and applicable employment-data law);
  • comply with applicable employment, labour, wage, anti-discrimination, time-and-activity-monitoring and workplace-monitoring and AI law in its use of the Service, and discharge any deployer obligations for automated employment-decision tools (e.g., monitoring-transparency assessment and team member notice under applicable employee-monitoring transparency law, the EU AI Act for high-risk automated time-and-activity analytics, or state laws);
  • be responsible for the accuracy of expense and billing, tax and statutory inputs and for the engagement and classification of any billable projects workers; and
  • pay all Fees and applicable Taxes when due.

7. Fees, payment, and taxes

7.1 Fees and invoicing entity. Customer shall pay all Fees stated on the Order Form, plan checkout, or invoice. Self-serve plans are charged in advance, monthly or annually, by the payment method on file. Enterprise plans are invoiced annually in advance unless otherwise stated. Customers in India are invoiced by Timecampus Technologies Pvt. Ltd. and pay via Razorpay; customers outside India are invoiced by Algoshred Technologies Corp (Delaware) and pay via Stripe. The Order Form or checkout flow identifies which entity issues a given invoice. Payment to either Timecampus entity discharges Customer's payment obligation pro tanto for the invoiced amount.

7.2 Billable projects and client invoices. The Service lets Customer record billable time, apply rates and generate invoices to Customer's own clients. Those invoices are issued by Customer in its own name and are paid by Customer's clients directly to Customer. Timecampus does not collect, hold, settle or pay out client funds, does not act as a payment intermediary, marketplace or e-commerce operator for those invoices, charges no commission on them, and is not a party to Customer's client engagements. The Billable Projects, Client Portal and Third-Party Integration Terms (TC-LEGAL-011) apply.

7.3 Currency and regional pricing. Pricing follows the User/Enterprise Pricing Guide and the Customer's verified billing country. Pricing may differ across India, regional bands and global standard pricing. Region changes are allowed at most once every 12 months and apply at renewal.

7.4 Taxes. (a) Fees are exclusive of all taxes, duties and similar government charges, including Indian GST (CGST/SGST/IGST), withholding tax, TDS, equalisation levy, customs duty and foreign sales/VAT/GST. Customer shall pay all such amounts other than taxes on Timecampus's net income. (b) For Indian B2B Customers, Customer shall provide a valid GSTIN at the time of order; Timecampus will issue tax invoices compliant with the CGST/SGST/IGST Acts and applicable e-invoicing thresholds. (c) For Indian B2C Customers, GST will be charged in addition to displayed prices where applicable. (d) Because Timecampus does not collect or settle consideration between Customer and its clients (§7.2), it is not an e-commerce operator for those supplies; TCS under Section 52 of the CGST Act, 2017 and TDS under Section 194-O of the Income-tax Act, 1961 therefore do not arise for Timecampus on them. Customer is responsible for all taxes on invoices it issues to its own clients. (e) Customer shall withhold tax only as required by law, and shall provide tax-withholding certificates within a reasonable time. Where Customer withholds tax on a payment to a non-resident Affiliate of Timecampus, the parties shall cooperate on DTAA benefits and Form 10F / TRC requirements.

7.5 Late payment. Undisputed amounts unpaid for more than 30 days from invoice date accrue interest at the lower of (i) 1.5% per month or (ii) the maximum rate permitted by applicable law. Timecampus may suspend the Service for non-payment after 15 days' written notice. For Indian micro/small enterprises registered under the MSMED Act, 2006, the interest rate prescribed under that Act shall apply where mandated.

7.6 Disputed amounts. Customer must notify Timecampus of any good-faith dispute over an invoice within 15 days of the invoice date; undisputed portions remain payable.

7.7 Refunds. Refunds, where applicable, follow Timecampus's published refund policy in the User Pricing Guide and account settings. Enterprise Order Forms are non-refundable except as expressly stated. Free plan and add-ons are not refundable.

7.8 Price changes. Timecampus may change prices and Plan limits at renewal with at least 30 days' prior notice; prices are fixed during a paid Subscription Term unless the Order Form provides for inflationary or seat true-up adjustments.

8. Term, renewal, and termination

8.1 Term. The Subscription Term is as stated in the Order Form. Self-serve monthly subscriptions renew monthly; annual subscriptions renew for like annual terms unless either party gives notice of non-renewal at least 30 days before the renewal date (or, for Enterprise, the period stated in the Order Form, default 60 days).

8.2 Termination for cause. Either party may terminate this Agreement or any Order Form if the other party (a) materially breaches and fails to cure within 30 days of written notice (or 7 days for non-payment); (b) becomes insolvent, undergoes liquidation, files for bankruptcy, or has a receiver appointed; or (c) is subject to events under Section 14 (Force Majeure) for more than 60 consecutive days.

8.3 Termination for convenience by Timecampus. Timecampus may terminate Free plans and unpaid trials at any time for convenience on reasonable notice. Paid plans may be terminated for convenience only at the end of the then-current Subscription Term.

8.4 Effect of termination. (a) Customer's right to access the Service ceases. (b) Customer may export Customer Data per Section 5.5, including expense and billing and statutory records. (c) Customer remains liable for all Fees due up to termination; Fees for the then-current period are non-refundable unless termination is for Timecampus's uncured material breach, in which case Customer receives a pro-rata refund of prepaid, unused Fees. (d) Sections that by their nature should survive (definitions, ownership, payments, confidentiality, indemnity, liability, governing law, dispute resolution, surviving obligations of DPA) survive termination.

9. Intellectual property

9.1 Timecampus IP. As between the parties, Timecampus retains all right, title and interest in and to the Service, the Documentation, all Timecampus trademarks, the platform software and APIs, schemas, models, integrations and content authored by Timecampus, Service Generated Data, and all enhancements thereto, including all intellectual property rights therein.

9.2 Feedback. If Customer or its Authorized Users provide feedback, suggestions, ideas or proposed improvements regarding the Service ("Feedback"), Customer grants Timecampus a perpetual, irrevocable, worldwide, royalty-free, sublicensable licence to use the Feedback for any purpose without obligation. Timecampus will not identify Customer as the source of Feedback without consent.

9.3 Trademarks. Timecampus may identify Customer as a customer on its website and marketing materials, using Customer's name and logo, unless Customer opts out by written notice. Enterprise Customers may require prior approval per their Order Form.

9.4 Open-source components. The Service contains open-source software components; their licences are listed in the Documentation and prevail over this MSA solely as to those components.

10. Confidentiality

10.1 "Confidential Information" means non-public information disclosed by one party to the other that is identified as confidential or that would reasonably be considered confidential under the circumstances, including the Service's non-public features, pricing, security reports, customer data, team records, business plans and source code.

10.2 The receiving party shall (a) protect Confidential Information with at least the same degree of care it uses for its own confidential information of like nature (and no less than reasonable care), (b) use it only as necessary to exercise rights and perform obligations under this Agreement, and (c) not disclose it to third parties except to its employees, Affiliates, Subprocessors, professional advisors and contractors who have a need to know and are bound by confidentiality obligations no less protective than this Section.

10.3 Confidential Information excludes information that is publicly known without breach, independently developed without use of Confidential Information, lawfully received from a third party without confidentiality obligation, or required to be disclosed by law or court/regulatory order (with prompt notice to the disclosing party where lawful).

10.4 Obligations under this Section survive for 3 years after termination, except for source code and personal data which remain confidential indefinitely.

11. Warranties

11.1 Mutual. Each party warrants that (a) it has the legal power and authority to enter into this Agreement and (b) it will comply with all laws applicable to its performance.

11.2 Service warranty. During a paid Subscription Term Timecampus warrants that the Service will perform substantially as described in the Documentation. For Enterprise Customers that have purchased the SLA add-on, Customer's exclusive remedy for breach is the service credits under that SLA and, if Timecampus fails materially over two consecutive measurement periods, termination per Section 8. For all other paid plans, Customer's exclusive remedy is termination of the affected portion of the Service per Section 8 and a pro-rata refund of prepaid, unused Fees.

11.3 Anti-bribery / sanctions. Each party warrants that it (a) will comply with the Prevention of Corruption Act, 1988, the U.S. FCPA and the U.K. Bribery Act 2010 in connection with this Agreement, and (b) is not a sanctioned party under applicable sanctions regimes.

11.4 Disclaimer. Except as expressly stated, the Service is provided AS IS and Timecampus disclaims all other warranties, express or implied, including merchantability, fitness for a particular purpose, non-infringement, the legal or regulatory compliance of Customer's employment, expense and billing, project tracking or time-and-activity-monitoring practices, and any warranty arising from course of dealing or trade usage. Timecampus does not warrant that the Service will be uninterrupted, error-free, free from harmful components, that Customer's use will achieve specific results, or that AI outputs are accurate or unbiased. The Service is a tool and is not legal, tax, accounting or employment-law advice.

12. Indemnification

12.1 By Timecampus (IP). Timecampus shall defend Customer against third-party claims alleging that Customer's use of the Service, in accordance with this Agreement, infringes the intellectual property rights of a third party, and shall pay damages finally awarded by a court of competent jurisdiction or agreed in settlement. Timecampus's obligations do not apply to claims arising from (i) Customer Data, (ii) use in combination with non-Timecampus items where the claim would not have arisen without that combination, (iii) modifications not made by Timecampus, (iv) use after Timecampus notifies Customer to discontinue use, (v) use in breach of this Agreement or the AUP, or (vi) AI outputs. If a claim is made or appears likely, Timecampus may, at its option, procure rights for continued use, modify the Service to be non-infringing, or terminate the affected portion and refund pro-rata unused prepaid Fees. This is Customer's sole and exclusive remedy for IP infringement.

12.2 By Customer. Customer shall defend Timecampus against third-party claims arising out of (a) Customer Data, (b) Customer's use of the Service in breach of this Agreement, the AUP or applicable law, (c) Customer's employment, project tracking, expense and billing, time-and-activity-monitoring, monitoring or termination decisions, (d) Customer's time and expense records, billable projects engagements, or content distributed via the Service, and (e) Customer's failure to obtain required consents or provide required notices under the DPDP Act, the SPDI Rules, GDPR, or applicable employment / AI law (including monitoring-transparency and employee-notice duties), and shall pay damages finally awarded or agreed in settlement.

12.3 Procedure. The indemnified party shall promptly notify the indemnifying party of the claim, give it sole control of the defence and settlement (provided settlement does not admit liability of or impose obligations on the indemnified party without consent, not to be unreasonably withheld), and provide reasonable cooperation.

13. Limitation of liability

13.1 Cap. Each party's aggregate liability under or in connection with this Agreement shall not exceed the Fees paid or payable by Customer to Timecampus under the affected Order Form during the 12 months preceding the event giving rise to liability.

13.2 Excluded damages. Neither party shall be liable for indirect, incidental, special, consequential, punitive or exemplary damages, lost profits, lost revenue, lost data, loss of business or goodwill, regulatory fines or penalties arising from Customer's employment, expense and billing, tax or project tracking decisions, or amounts payable by Customer to its workers, even if advised of the possibility.

13.3 Carve-outs. The cap and exclusion in 13.1 and 13.2 do not apply to:

  • Customer's payment obligations under Section 7;
  • liability under Section 4 (Use restrictions), Section 10 (Confidentiality) — capped at 2× the Section 13.1 amount;
  • Customer's indemnity in 12.2;
  • a party's breach of Section 17 (Anti-bribery / Export);
  • gross negligence, wilful misconduct, or fraud;
  • death or personal injury caused by negligence; or
  • any liability that cannot be excluded under applicable law.

13.4 Free plan. For Free plan Customers, Timecampus's aggregate liability shall not exceed INR 1,000.

14. Force majeure

Neither party is liable for any failure or delay in performance (other than payment obligations) caused by events beyond its reasonable control, including acts of God, war, terrorism, civil unrest, pandemic, governmental orders, lockdowns, fire, flood, telecommunications failure, internet backbone failure, denial-of-service attacks on third-party infrastructure, and acts of cloud providers, provided the affected party uses reasonable efforts to mitigate.

15. Governing law, dispute resolution, jurisdiction

15.1 Governing law. This Agreement is governed by the laws of the Republic of India, without regard to its conflict-of-laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

15.2 Escalation. The parties shall first attempt in good faith to resolve any dispute through escalation between authorised representatives for at least 30 days.

15.3 Arbitration (B2B Order Forms). If escalation fails, any dispute, controversy or claim arising out of or relating to this Agreement, including its existence, validity, termination, or any non-contractual obligation arising out of or in connection with it, shall be finally resolved by arbitration under the Arbitration and Conciliation Act, 1996 (as amended). The seat and venue of arbitration shall be Chennai, Tamil Nadu, India; the tribunal shall consist of a sole arbitrator mutually appointed (failing which appointed under the Act); proceedings shall be in English; the award shall be final and binding. Either party may seek interim relief in the courts identified in Section 15.4.

15.4 Jurisdiction. Subject to Section 15.3, the courts of Chennai, Tamil Nadu, India shall have exclusive jurisdiction. Timecampus may seek injunctive or equitable relief in any court of competent jurisdiction to protect its IP, Confidential Information or to enforce payment.

15.5 Consumer Customers. For Customers who are consumers under the Consumer Protection Act, 2019, nothing in this Section deprives the Customer of mandatory consumer protections (including the consumer's right to approach consumer forums having territorial jurisdiction over the consumer's residence).

15.6 Employment disputes. Disputes between Customer and its workers, team members or billable projects counterparties arising from the employment or engagement relationship are between those parties and are not subject to this Section; Timecampus is not a party to them.

16. Notices

16.1 Notices to Timecampus must be sent to contact@timecampus.com and, for legal notices, also to the registered office address above. Notices to Customer may be sent to the contact and billing emails on the Customer account. Notices are deemed received on the next business day after dispatch by email or on actual delivery if sent by courier.

16.2 Routine operational notices (downtime, maintenance, policy updates) may be posted to the status page, in-product, or by email.

17. Compliance, anti-bribery, export, sanctions

17.1 Each party shall comply with all applicable laws including the Prevention of Corruption Act, 1988, FCPA, U.K. Bribery Act, applicable export-control and sanctions regimes (including U.S. OFAC, EU, UK, and India's FTDR Act / DGFT lists), and the Foreign Exchange Management Act, 1999 (FEMA) for cross-border payments and billable projects payments.

17.2 Customer warrants that it is not, and its Authorized Users and engaged counterparties are not, located in or controlled from a country or by a person subject to comprehensive sanctions, and that Customer will not export, re-export or make the Service available to such persons or use it in connection with prohibited end uses.

18. Miscellaneous

18.1 Independent contractors. The parties are independent contractors; nothing creates a partnership, joint venture, agency or employment relationship, including between Timecampus and any worker, team member or contractor Customer engages through the Service.

18.2 Assignment. Neither party may assign this Agreement without the other's prior written consent, except to an Affiliate or in connection with a merger, reorganisation or sale of substantially all of its assets, on notice to the other party. Any unauthorised assignment is void.

18.3 Subcontracting. Timecampus may engage Subprocessors under the DPA and may engage subcontractors generally; Timecampus remains responsible for their acts and omissions in connection with the Service.

18.4 Severability. If any provision is held invalid or unenforceable, the remaining provisions remain in full force; the parties shall negotiate in good faith to replace the invalid provision with one that achieves its commercial intent.

18.5 No waiver. A waiver is effective only if in writing; failure to enforce is not a waiver.

18.6 Entire agreement. This Agreement (with its Policies and Order Forms) is the entire agreement between the parties on its subject and supersedes prior or contemporaneous communications. No purchase-order terms, click-wrap or other Customer terms apply, even if Timecampus signs or accepts such a document.

18.7 Counterparts and electronic execution. This Agreement may be executed in counterparts, including electronic signatures under the Information Technology Act, 2000. Stamping, where required under the Indian Stamp Act or the Tamil Nadu Stamp Act, is Customer's responsibility unless the Order Form states otherwise.

18.8 Language. The English version of this Agreement controls; translations are for convenience only.

18.9 No third-party beneficiaries. Except for Affiliates and indemnified parties, there are no third-party beneficiaries.

Last updated: 2026-10-24 Owner: Legal / Timecampus Review cycle: every 12 months or on material law/product change

Reference and incorporation

All Burdenoff Group contracts, addenda, exhibits, policies and registers referenced in this document are identified by their Document ID (TC-LEGAL-### or TC-PRICING-###) and are published at https://burdenoff.com/contracts. Each such referenced document is incorporated into this document by reference. The version of a referenced document that applies is the version published at https://burdenoff.com/contracts as at the Effective Date of the applicable Order Form (or, where no Order Form exists, the version current at the date of acceptance), unless an executed Order Form specifies a frozen version.

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