Terms of Service

These Terms apply to the public website, the hosted Perslace platform, APIs, integrations, Documentation, support, and related professional or technical services unless a separate written agreement says otherwise. They are intended for commercial relationships and business use, not personal, family, household, or consumer use.

Apistride Private Limited is an Indian private limited company (CIN: U62011KL2025PTC097423) with its registered office at Edakkat House, Chirakandi Parambu, Tiruvannur, Kozhikode 673029, Kerala, India. Perslace is a product and brand of Apistride Private Limited.

The agreement between the Customer and Apistride may include:

• a signed Order Form, proposal, subscription agreement, or statement of work;
• a data processing agreement ("DPA") for Customer Data;
• a service level agreement ("SLA"), security addendum, or support schedule;
• these Terms; and
• the Privacy Policy, Cookie Policy, Documentation, and any policy expressly incorporated by reference.

Authorised User

An individual permitted by a Customer to access or use the Services under its account.

Customer

The organisation that orders, subscribes to, administers, or otherwise receives the Services.

Customer Data

Data, files, content, instructions, configurations, and records submitted to, connected to, or generated within the Services by or for a Customer, excluding Usage Data that has been effectively de-identified or aggregated.

Documentation

User guides, technical materials, help content, and usage instructions we make available for the Services.

Order Form

A mutually accepted order, proposal, statement of work, subscription agreement, or similar document identifying Services, fees, term, usage limits, or other commercial terms.

Services

The Perslace website, SaaS platform, applications, APIs, integrations, Documentation, support, and related services we provide.

Usage Data

Technical and operational information about the performance, security, configuration, and use of the Services.

You must be at least 18 years old and legally capable of entering into a binding agreement. If you use the Services for an organisation, you represent that you have authority to accept these Terms for that organisation. The organisation is responsible for the acts and omissions of its Authorised Users and administrators.

The Services are not offered to a competitor for competitive analysis, to a person barred by applicable law, or to a sanctioned or restricted person or organisation. We may require reasonable information to verify identity, authority, eligibility, or compliance.

• Provide accurate, current registration and business information and keep it updated.
• Protect credentials, use appropriate authentication controls, and do not share individual accounts.
• Promptly remove access for users who are no longer authorised and review roles and permissions.
• Notify us promptly of suspected account compromise, unauthorised access, or security incidents.
• Use organisation-controlled registration and access processes; unrestricted consumer or minor accounts are not permitted.

Customer administrators may invite users, configure roles, view activity, manage integrations, and control Customer Data. Users understand that the Customer may administer the account and access information associated with their organisational use, subject to applicable law.

Subject to the agreement and payment of applicable fees, we grant the Customer a limited, non-exclusive, non-transferable, non-sublicensable right during the applicable term for its Authorised Users to access and use the Services for the Customer's internal business purposes and within purchased plans, quantities, usage limits, and Documentation.

Access rights are licensed, not sold. They do not include rights to our source code or underlying infrastructure. The Customer may permit contractors to use the Services on its behalf if they are bound by obligations at least as protective as the agreement and the Customer remains responsible for them.

Available features depend on the purchased plan, Order Form, region, implementation stage, and customer configuration. Features may include organisation and user administration, compensation and target-plan configuration, transaction and performance imports, calculations, approvals and disputes, statements, dashboards, reports, audit trails, notifications, APIs, integrations, forecasting, analytics, and limited or planned AI-assisted insights.

Any onboarding, migration, configuration, training, custom development, or other professional services are governed by the applicable Order Form or statement of work. The Customer will provide timely access, decisions, personnel, systems, and accurate information reasonably needed to perform those services. Delays caused by the Customer may affect timelines and do not excuse applicable fees.

The Customer is responsible for:

• its use of the Services and the conduct of Authorised Users;
• the legality, quality, accuracy, completeness, and source of Customer Data;
• configuring users, teams, hierarchy, targets, plans, rules, metrics, approvals, integrations, notifications, and retention;
• validating inputs, rules, calculations, forecasts, statements, reports, and exports before relying on them;
• maintaining source systems, internet access, devices, browsers, and other systems not supplied by us;
• providing legally required notices and obtaining rights, consents, and permissions for Customer Data;
• complying with employment, compensation, payroll, tax, accounting, financial-services, works-council, labour, and other laws applicable to its business; and
• making and documenting all final business, employment, compensation, eligibility, approval, and payment decisions.

You must not, and must not enable another person to:

• use the Services unlawfully, fraudulently, deceptively, or to infringe another person's rights;
• upload malware, malicious code, unlawful content, or data you are not authorised to process;
• probe, scan, test, circumvent, or interfere with security, access controls, rate limits, or service integrity without prior written authorisation;
• reverse engineer, decompile, disassemble, copy, modify, translate, or attempt to discover source code, models, or non-public components except where a non-waivable law expressly permits it;
• scrape, harvest, or access the Services through an unauthorised automated method;
• rent, lease, resell, sublicense, time-share, or provide the Services to third parties except as expressly permitted;
• use the Services or non-public output to build, train, benchmark, or improve a competing product or model, or publish benchmarks without our written approval;
• remove proprietary notices or misrepresent origin, identity, affiliation, or access rights;
• use the Services to make an unlawful discriminatory decision or a solely automated decision where human review is legally required; or
• exceed purchased limits or use access credentials assigned to another person.

As between the parties, the Customer retains its rights in Customer Data. The Customer grants us and our approved service providers a worldwide, limited, non-exclusive right during the term to host, copy, transmit, display, transform, back up, and otherwise process Customer Data only as necessary to provide, secure, maintain, and support the Services, follow documented instructions, and comply with law.

• The Customer represents that it has all rights and lawful grounds required to provide Customer Data and instruct its processing.
• Perslace does not use identifiable Customer Data for unrelated purposes, combine identifiable Customer Data across customers for general benchmarking, or use Customer personal data to train general-purpose AI or machine-learning models.
• Do not submit special-category data, criminal-offence data, government identifiers, consumer financial credentials, health data, biometric identifiers, children's data, or similarly sensitive content unless expressly authorised in writing after an appropriate legal and security assessment.
• The Customer is responsible for maintaining appropriate source copies and for exports or downstream use outside the Services.

Our Privacy Policy describes our privacy roles and practices, and our Cookie Policy covers storage and access technologies. When we process personal data in Customer Data on the Customer's behalf, the Customer acts as controller or business and we act as processor or service provider, unless the applicable DPA states otherwise for a specific activity.

We maintain technical and organisational measures designed to protect Customer Data, as described in the applicable DPA, security documentation, and Order Form. The Customer acknowledges that no system is entirely secure and will use the Services in a manner appropriate to the sensitivity and risk of its data. Security commitments, incident-notification duties, audits, and cross-border transfer safeguards are governed by the applicable DPA or signed security terms.

• Perslace does not independently hire, dismiss, promote, discipline, set compensation, determine eligibility, or make another employment or similarly significant decision.
• The Customer must test and approve plan rules, calculations, adjustments, forecasts, and exports before communicating or acting on them.
• Perslace prepares compensation and payout information but does not directly execute salary, payroll, or bank payments.
• Outputs are not legal, employment, tax, accounting, investment, payroll, or financial advice.
• The Customer is responsible for legally required explanations, notices, consultation, appeal processes, and human review.

The Services may connect with customer-selected CRM, ERP, finance, payroll, collaboration, identity, spreadsheet, storage, or other third-party services. The Customer authorises us to exchange Customer Data with an enabled integration as required by its configuration.

Third-party services are governed by their own terms, privacy practices, security, availability, data locations, and charges. We do not control and are not responsible for a third-party service, its changes, or its use of data after data is transmitted at the Customer's direction. If a provider changes or discontinues interoperability, related Perslace functionality may change or become unavailable. We will use reasonable efforts to provide notice where practicable.

• Fees, currency, plan, quantities, billing schedule, payment method, subscription term, and renewal rules are stated in the applicable Order Form, proposal, or invoice.
• Website pricing, calculators, and estimates are informational and do not form a binding offer. An accepted Order Form controls the final commercial terms.
• Unless the applicable agreement states otherwise, fees are exclusive of sales, use, value-added, withholding, and similar taxes. The Customer is responsible for applicable taxes other than taxes based on our net income.
• If law requires withholding, the Customer will provide valid documentation and cooperate on available treaty relief or tax credit evidence.
• Fees are non-cancellable and non-refundable except as required by law or expressly provided in a signed agreement.
• A subscription renews only as stated in the applicable Order Form or subscription agreement. We will provide any notice of renewal or price change required by that agreement or applicable law.

The Customer must raise a good-faith billing dispute promptly and pay undisputed amounts when due. We may suspend paid Services for overdue undisputed fees after notice where reasonably practicable, subject to the applicable agreement and law.

We may offer a trial, preview, pilot, early-access, or beta feature. Unless a written agreement says otherwise, it is provided for evaluation, may be modified or discontinued at any time, may have limited support, and is not subject to an SLA, service credit, warranty, or production commitment. Do not use a non-production feature for high-risk or legally required processing.

Feedback and usage during a preview may be used to improve the feature in accordance with Section 16 and the Privacy Policy. If a preview is subject to additional terms, those terms also apply.

We and our licensors retain all rights, title, and interest in the Services, Documentation, software, interfaces, workflows, designs, templates, algorithms, models, trademarks, logos, and related technology, including improvements and derivative works, excluding Customer Data and third-party materials.

If you provide feedback, suggestions, or feature requests, you grant us a worldwide, perpetual, irrevocable, royalty-free right to use and incorporate them without restriction or compensation, provided we do not identify the Customer publicly without permission.

We may generate and use Usage Data and information that has been effectively aggregated or anonymised so it no longer identifies the Customer or an individual, for security, reliability, analytics, and product improvement. We will not attempt to re-identify such information except to test and maintain the effectiveness of de-identification safeguards or as required by law.

"Confidential Information" means non-public information disclosed by one party to the other that is marked confidential or should reasonably be understood as confidential, including Customer Data, product plans, security information, pricing, credentials, software, and business information. It excludes information the recipient can document is public without breach, already lawfully known, independently developed without use of the confidential information, or rightfully received without confidentiality duty.

The recipient will use Confidential Information only to perform or exercise rights under the agreement, protect it with at least reasonable care, and disclose it only to personnel, affiliates, advisers, and service providers who need to know and are bound by appropriate confidentiality duties. If disclosure is legally required, the recipient will give prior notice where lawful and reasonably cooperate in seeking protection. These obligations continue for five years after disclosure, and for trade secrets and Customer Data for as long as they remain protected under applicable law or the DPA.

We will use commercially reasonable efforts to operate and support the paid Services. Any guaranteed uptime, support response, maintenance window, service credit, recovery objective, or dedicated support commitment applies only if stated in an executed SLA or Order Form.

We may update or modify the Services to improve functionality, respond to law or security risks, support technology changes, or manage operations. During a committed paid term, we will use commercially reasonable efforts not to materially reduce the core functionality purchased by the Customer. This does not prevent changes required for security, law, a third-party dependency, or prevention of harm. We may perform scheduled or emergency maintenance and will provide notice where reasonably practicable.

We may limit or suspend affected access where reasonably necessary to:

• address an actual or suspected security incident, compromised account, unlawful activity, or risk of material harm;
• prevent an attack, service disruption, excessive load, or violation of Section 9;
• comply with law, court order, or a regulator's lawful request;
• respond to a material breach that remains uncured after required notice; or
• address overdue undisputed fees in accordance with Section 14.

Where practicable, we will notify the Customer, limit suspension to the affected account or functionality, and restore access after the issue is resolved. We may act immediately when delay could create security, legal, or operational harm.

These Terms continue while you access the Services. Each Order Form begins and ends as stated in that document. A party may terminate for material breach, insolvency, or another reason only as permitted by the applicable agreement or law, including any notice and cure period. Stopping use does not cancel a committed subscription or unpaid fees.

When an applicable subscription ends:

• the Customer's access rights end, except for an agreed retrieval period;
• accrued payment and other obligations remain due;
• the Customer should export needed data before access ends;
• Customer Data is returned, deleted, or retained according to the DPA, Order Form, Privacy Policy, backup cycle, and applicable law; and
• provisions that by their nature should survive will survive, including fees, confidentiality, intellectual property, disclaimers, indemnity, liability limits, dispute terms, and general provisions.

Each party represents that it has authority to enter into the agreement. The Customer further represents that its Customer Data, instructions, configuration, and use of the Services comply with the agreement and applicable law.

Perslace calculates commissions using Customer Data and customer-configured rules, with review and approval workflows to support payout decisions. The Customer is responsible for providing appropriate source data, configuring and reviewing its commission rules, and authorising payouts. Service commitments and support are described in Section 18 and any applicable signed agreement.

Except as expressly stated in a signed agreement or required by applicable law, no additional warranties or conditions apply, including implied warranties of merchantability, satisfactory quality, fitness for a particular purpose, title, or non-infringement. Nothing in these Terms excludes rights or remedies that cannot lawfully be excluded.

To the extent permitted by law, the Customer will defend, indemnify, and hold harmless Apistride, its affiliates, and their personnel from third-party claims, damages, penalties, judgments, and reasonable costs arising from: (a) Customer Data or instructions; (b) the Customer's or an Authorised User's unlawful or prohibited use; (c) a customer-controlled employment, compensation, payroll, tax, eligibility, payment, or other business decision; or (d) the Customer's material breach of Sections 4, 8, 9, or 10.

This obligation does not apply to the extent a claim results from our material breach, gross negligence, wilful misconduct, or unauthorised use of Customer Data. We will provide prompt notice, reasonable cooperation at the Customer's expense, and control of the defence, provided no settlement admits our fault or imposes a non-monetary obligation on us without consent. Any indemnity from us is governed by the applicable signed agreement.

To the maximum extent permitted by law, neither party is liable under or in connection with the agreement for indirect, incidental, special, exemplary, punitive, or consequential loss, or for loss of profits, revenue, goodwill, anticipated savings, or business opportunity, even if advised that such loss was possible. Loss of data is excluded only to the extent it is indirect or could reasonably have been avoided through the Customer's required source copies and backups.

To the maximum extent permitted by law, Apistride's total aggregate liability arising out of or relating to the agreement and Services will not exceed the fees paid or payable by the Customer for the affected Services during the 12 months immediately preceding the event giving rise to liability. If the Customer has paid no fees, our aggregate liability will not exceed USD 100 or its equivalent in local currency.

Nothing in the agreement excludes or limits liability that cannot legally be excluded or limited, including liability for fraud or fraudulent misrepresentation, wilful misconduct, or death or personal injury caused by negligence where applicable. The limitations do not reduce the Customer's obligation to pay fees or liability arising from unauthorised use of our intellectual property. A signed agreement may state different caps or carve-outs, which will control.

The agreement is governed by the laws of India, without regard to conflict-of-law principles. Before starting formal proceedings, each party will use reasonable good-faith efforts to resolve a dispute through representatives authorised to settle it. This informal process does not prevent either party from seeking urgent injunctive or protective relief.

Unless a signed agreement provides for arbitration or another forum, the courts located in Kozhikode, Kerala, India have exclusive jurisdiction over disputes arising out of or relating to the agreement or Services, subject to any non-waivable jurisdictional right under applicable law. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

• Compliance. Each party will comply with laws applicable to its performance, including anti-bribery, anti-corruption, sanctions, and export-control laws. The Customer will not permit access from an embargoed destination or by a prohibited person.
• Electronic contracting. Electronic acceptance, signatures, records, and communications may be used to form and administer the agreement to the extent permitted by law.
• Notices. Legal notices to us must be sent to the contact in Section 27. We may send notices to the Customer's account administrator, contracting contact, or registered email. Routine service messages may be provided through the Services.
• Assignment. Neither party may assign the agreement without the other party's prior written consent, not to be unreasonably withheld, except to an affiliate or in connection with a merger, reorganisation, financing, or sale of substantially all relevant assets, provided the assignee assumes the obligations.
• Force majeure. Neither party is liable for delay or failure caused by events beyond reasonable control, excluding payment obligations. The affected party will use reasonable efforts to mitigate and resume performance.
• Relationship. The parties are independent contractors. The agreement creates no partnership, joint venture, fiduciary, employment, franchise, or agency relationship.
• No third-party beneficiaries. Except for indemnified parties, the agreement does not create rights for a third party.
• Entire agreement. The documents described in Section 2 are the entire agreement about their subject and replace prior or contemporaneous proposals and representations. Headings are for convenience only.
• Severability and waiver. An unenforceable provision will be modified to the minimum extent necessary or severed, and the remainder will continue. A waiver must be in writing and does not waive a later breach.

We may update these Terms to reflect changes in the Services, law, security, or business practices. We will post the revised Terms and update the date above. For a material change affecting an existing paid subscription, we will provide reasonable advance notice where practicable. A change will not retroactively override a signed Order Form, DPA, or SLA.

Unless a change is required sooner for law or security, materially adverse changes apply to an existing committed subscription at renewal or as otherwise agreed. Continued use after the applicable effective date constitutes acceptance. If the Customer does not agree, its remedy is to stop using the Services and, where applicable, elect not to renew, subject to existing commitments.