Terms and Conditions

Effective Date: 1st June, 2025 | Last Updated: 22nd June, 2026

These Terms and Conditions ("Terms") govern your access to and use of the software-as-a-service platform, websites, applications, and related services (collectively, the "Services") made available by Pedal Group Pvt. Ltd., a company registered in Nepal under registration number 606569022, with its registered office at Lalitpur-1, Kathmandu, Nepal (together with its affiliates, "Pedal1," "we," "us," or "our").

By creating an account, subscribing to, accessing, or using the Services, you ("Customer," "Subscriber," "you," or "your") agree to be bound by these Terms. If you are entering into these Terms on behalf of an organization, you represent that you have the authority to bind that organization, and "you" refers to that organization. If you do not agree to these Terms, you must not access or use the Services.

Please read these Terms carefully. They contain important provisions including limitations of our liability, your indemnification obligations, automatic data-deletion rules, and the allocation of responsibility for employee monitoring and regulatory compliance.

1. Definitions

1.1. "Account" means the Customer's registered account that provides access to the Services.
1.2. "Authorized Users" means individuals (such as the Customer's employees, contractors, or agents) whom the Customer permits to access and use the Services under the Customer's Account.
1.3. "Customer Data" means all data, information, files, records, and content that the Customer or its Authorized Users submit to, store in, or generate through the Services, including human-resource records, customer and contact records, project files, financial and accounting records, and credentials stored in the Vault.
1.4. "Modules" means the functional components of the Services, including the Human Resource Management System ("HRM / Nexara"), Customer Relationship Management System ("CRM"), Project Management System, and Accounting System.
1.5. "Subscription" means the Customer's paid right to access the Services for a defined term and plan.
1.6. "Superadmin" means the Authorized User designated by the Customer with the highest level of administrative control over the Customer's Account.
1.7. "Vault" means the encrypted credential-storage feature within the Services.
1.8. "Corporate Guidelines" means our published acceptable-use, security, and compliance policies, as updated from time to time, which form part of these Terms.

2. Acceptance, Eligibility, and Account Registration

2.1. Eligibility. You must be at least 18 years of age (or the age of majority in your jurisdiction) and capable of forming a legally binding contract to use the Services.
2.2. Accurate information. You agree to provide accurate, current, and complete registration information and to keep it updated.
2.3. Account responsibility. You are solely responsible for all activity that occurs under your Account, including the acts and omissions of your Authorized Users. You are responsible for configuring user roles, permissions, and access scopes appropriately within the Services.
2.4. Credential security. You are responsible for maintaining the confidentiality of all login credentials and for restricting access to your devices and Account. You must notify us promptly of any unauthorized access or suspected security breach.

3. Description of the Services

3.1. Pedal1 provides an integrated, multi-module business-management platform delivered through a single portal, which may include the HRM (Nexara), CRM, Project Management, and Accounting Modules, together with related features such as geo-location attendance, the Vault, reporting, and configuration tools.
3.2. The Services are tools that assist you in managing your business operations. You are solely responsible for how you configure, deploy, and use the Services and for the decisions you make based on outputs generated by the Services. The availability of specific Modules and features depends on your Subscription plan and may change over time.
3.3. We may add, modify, enhance, or discontinue features or Modules. We will use reasonable efforts to notify you of material changes that adversely affect core functionality.

4. Subscriptions, Fees, Billing, Taxes, and Renewal

4.1. Fees. You agree to pay all fees specified for your selected Subscription plan. Unless stated otherwise, fees are quoted exclusive of taxes, duties, and levies.
4.2. Taxes. You are responsible for all applicable taxes (including value-added tax, goods-and-services tax, withholding tax, and similar charges) arising in connection with your Subscription, except for taxes based on our net income.
4.3. Billing and renewal. Subscriptions may renew automatically for successive terms unless cancelled in accordance with these Terms or your order. We may update pricing for future terms upon reasonable notice.
4.4. Late or non-payment. If payment is overdue, we may suspend or restrict access to the Services until amounts are paid, without liability to you.
4.5. Refunds. Except where required by applicable law or expressly stated in writing, fees are non-refundable and Subscriptions are non-cancellable for the paid term.
4.6. Currency. Fees are payable in the currency stated on your order or invoice.

5. License and Permitted Use

5.1. License grant. Subject to your compliance with these Terms and payment of applicable fees, we grant you a limited, non-exclusive, non-transferable, non-sublicensable, revocable right to access and use the Services for your internal business purposes during your Subscription term.
5.2. Reservation of rights. All rights not expressly granted are reserved by us. These Terms do not transfer ownership of the Services or any intellectual property to you.

6. Acceptable Use and Prohibited Conduct

6.1. You agree to use the Services only for lawful purposes and in compliance with these Terms, the Corporate Guidelines, and all applicable laws. You must not, and must not permit any Authorized User or third party to:

(a) use the Services in violation of any applicable law, regulation, or third-party right;
(b) upload, store, or transmit any unlawful, infringing, defamatory, obscene, or harmful content, or any malware or malicious code;
(c) attempt to gain unauthorized access to the Services, other customers' data, or our systems;
(d) reverse-engineer, decompile, disassemble, scrape, or otherwise attempt to derive the source code or underlying structure of the Services, except to the extent permitted by non-waivable law;
(e) resell, rent, lease, sublicense, or provide the Services to third parties except as expressly permitted;
(f) interfere with or disrupt the integrity or performance of the Services, or circumvent any usage limits, security, or access controls;
(g) use the Services to send unsolicited communications in violation of anti-spam or marketing laws;
(h) use the Services to collect, monitor, or process personal data of any individual without a valid lawful basis and any required notices or consents; or
(i) use the Services in any manner that breaches the Corporate Guidelines.

6.2. Enforcement. We reserve the right to investigate suspected violations and to suspend, restrict, or terminate access in accordance with Section 18 (Suspension and Termination).

7. Customer Data – Ownership and Responsibilities

7.1. Ownership. As between you and us, you retain all rights, title, and interest in and to your Customer Data. We do not claim ownership of Customer Data.
7.2. Your responsibility for Customer Data. You are solely responsible for:
- (a) the accuracy, quality, legality, and integrity of all Customer Data;
- (b) obtaining all rights, consents, notices, and lawful bases required to collect, upload, store, and process Customer Data (including the personal data of your employees, contractors, customers, and contacts) through the Services;
- (c) ensuring that your use of the Services complies with all laws applicable to you, including data-protection, privacy, labor, employment, tax, accounting, consumer-protection, and electronic-communications laws in every jurisdiction in which you operate; and
- (d) maintaining your own independent backups of Customer Data where continuity is important to you.
7.3. Limited license to us. You grant us a limited, worldwide, royalty-free license to host, store, process, transmit, display, and otherwise use Customer Data solely as necessary to provide, maintain, secure, and support the Services, to comply with law, and to enforce these Terms.
7.4. Aggregated/anonymized data. We may generate and use aggregated, de-identified, or anonymized data that does not identify you or any individual to operate, improve, benchmark, and develop the Services. Such data does not constitute Customer Data.

8. Roles in Data Processing

8.1. Where the Services process personal data, you act as the data controller (or equivalent under applicable law) that determines the purposes and means of processing, and we act as a data processor (or service provider) acting on your documented instructions as set out in these Terms, your configuration, and any applicable data-processing addendum.
8.2. You are responsible for ensuring that there is a lawful basis for all processing carried out through the Services, including for the HRM, CRM, geo-location, and Vault features. We are not responsible for determining whether your processing is lawful.
8.3. Where a separate data-processing agreement is executed between the parties, it supplements these Terms and governs in the event of conflict with respect to personal-data processing.

9. Access Limitations and Administrative Authority

9.1. Designed restriction on personnel access. The Services are designed using technical and organizational measures so that Pedal1 personnel do not, in the ordinary course of operations, have functional access to view, read, enter, or extract Customer Data inside your portal. We do not access the contents of your Account to view your data.
9.2. Sole administrative capability. The only administrative capability we retain in respect of your Account is the ability to reset or change the Superadmin password. We may exercise this capability only in the following circumstances:
- (a) at your request, or to assist you, where the Superadmin password has been lost or forgotten and identity verification is satisfied; or
- (b) where we reasonably determine that you are not complying with these Terms, the Corporate Guidelines, or applicable law, in order to enforce compliance, prevent harm, or comply with legal obligations.
9.3. No data access through password reset. A Superadmin password reset does not, by itself, grant us access to view your Customer Data, and is not a representation that we can or will access such data.
9.4. No absolute guarantee. While we maintain strong access controls, you acknowledge that no security or access-restriction measure can be guaranteed to be infallible, and Section 16 (Disclaimers) and Section 17 (Limitation of Liability) apply.

10. Employee Monitoring and Geo-Location Features

10.1. Optional feature. The Services may include an optional geo-location feature that, if and only if activated by you for a given user, captures location data for that user from the time the user clocks in until the time the user clocks out. The Services are designed so that no location tracking is performed outside that clock-in-to-clock-out window, including at the back-end level.
10.2. You control activation. Activation of geo-location for any user is entirely within your control. We do not activate this feature on your behalf.
10.3. Your compliance responsibility. Employee and personnel monitoring is subject to laws that vary significantly by jurisdiction. You are solely responsible for ensuring that any use of geo-location or other monitoring features is lawful, including providing all required notices to, and obtaining all required consents from, the affected individuals, and complying with all applicable labor, employment, privacy, surveillance, and data-protection laws. You act as the data controller for any such monitoring.
10.4. No liability for your monitoring decisions. We provide the geo-location functionality as a tool. We are not responsible or liable for your decision to activate, configure, or use it, or for any claim, fine, penalty, or dispute (including by your employees or regulators) arising from your use of monitoring features. You will indemnify us for such claims in accordance with Section 18.

11. Data Retention and Automatic File Deletion

11.1. Automatic deletion of completed-task files. To maintain healthy storage performance, the Services are designed to automatically and permanently delete files associated with a task in the Project Management Module fifteen (15) days after that task is marked as completed. This deletion is automatic, irreversible, and may not be recoverable.
11.2. Your responsibility to export/back up. You acknowledge this deletion policy and agree that you are solely responsible for downloading, exporting, or otherwise backing up any files you wish to retain before the 15-day deletion window elapses.
11.3. No liability for deleted files. We will have no liability whatsoever for the loss, deletion, or unavailability of any files removed in accordance with this Section, or for any consequence arising from such deletion, including loss of data, business interruption, or inability to meet your own record-keeping obligations.
11.4. Other retention. Retention periods for other categories of Customer Data, and the handling of data upon termination, are addressed in Section 19 (Effect of Termination) and any applicable data-processing addendum.

12. Credential Vault and Encryption

12.1. Encryption design. Credentials stored in the Vault are designed to be stored in a highly encrypted form such that the stored credential is not made available to other Authorized Users within your Account beyond those you authorize, and is not accessible to Pedal1 personnel.
12.2. Consequence of encryption (no recovery). Because of the encrypted, restricted-access design of the Vault, we may be unable to recover, decrypt, or reset Vault contents if the relevant keys, master credentials, or access mechanisms are lost. You are responsible for safeguarding the means of access to your Vault and for maintaining independent records of critical credentials.
12.3. No absolute guarantee. While the Vault is designed to apply strong encryption, no method of electronic storage or transmission is fully secure, and we do not warrant that the Vault is immune from all unauthorized access, defects, or vulnerabilities. Sections 16 and 17 apply.

13. Security

13.1. We implement and maintain reasonable technical and organizational measures designed to protect the Services and Customer Data against unauthorized access, alteration, disclosure, or destruction.
13.2. Security is a shared responsibility. You are responsible for securing your own credentials, devices, networks, user-access configurations, and the conduct of your Authorized Users.
13.3. In the event of a confirmed security incident affecting your Customer Data, we will notify you in accordance with applicable law and assist as reasonably required.
13.4. You acknowledge that no system, despite reasonable safeguards, can be guaranteed to be completely secure, and we do not warrant uninterrupted or error-free security.

14. Module-Specific Terms and Disclaimers

14.1. General. The outputs, calculations, reports, templates, and suggestions generated by any Module are provided as tools to assist you. They do not constitute professional advice, and you are responsible for verifying their accuracy and suitability before relying on them.
14.2. HRM / Nexara. The HRM Module assists with personnel administration, attendance, payroll-related records, and similar functions. We are not your employer-of-record, payroll provider, or legal/HR adviser. You remain solely responsible for compliance with all applicable employment, labor, payroll, tax-withholding, social-security, and benefits laws, for the accuracy of statutory deductions and filings, and for all employment decisions.
14.3. CRM. The CRM Module assists with contact and relationship management and may support communications and marketing. You are solely responsible for the lawfulness of all communications, including obtaining required consents, honoring opt-outs, and complying with anti-spam, telemarketing, and electronic-communications laws.
14.4. Project Management. The Project Management Module is subject to the automatic file-deletion policy in Section 11. You are responsible for backing up project files you wish to retain.
14.5. Accounting System. The Accounting Module assists with bookkeeping, record-keeping, and financial reporting. It does not constitute accounting, audit, tax, financial, or legal advice, and we are not acting as your accountant, auditor, or tax adviser. You are solely responsible for the accuracy of the data you enter, for the correctness of resulting figures and reports, for retaining records as required by law, and for all tax filings, statutory submissions, and compliance with applicable accounting standards. You should consult a qualified professional before relying on any output for statutory, tax, or financial-reporting purposes.

15. Third-Party Services and Integrations

15.1. The Services may integrate with or link to third-party products, services, or content that we do not control. Your use of any third-party service is governed by that third party's terms, and we are not responsible or liable for any third-party service, including its availability, security, or data practices.
15.2. We may use third-party subprocessors and infrastructure providers to deliver the Services. We remain responsible for the Services as provided under these Terms.

16. Intellectual Property

16.1. Our IP. The Services, including all software, source code, designs, interfaces, trademarks, logos (including "Pedal1" and "Nexara"), documentation, and all related intellectual-property rights, are and remain our exclusive property or that of our licensors.
16.2. Your IP. You retain ownership of your Customer Data and your own trademarks and content. You are responsible for ensuring you have the rights to all content you upload.
16.3. Feedback. If you provide suggestions, ideas, or feedback about the Services, you grant us a perpetual, irrevocable, worldwide, royalty-free license to use and incorporate that feedback without restriction or obligation to you.

17. Confidentiality

17.1. Each party may have access to non-public information of the other ("Confidential Information"). The receiving party will use Confidential Information only to perform under these Terms and will protect it using at least reasonable care.
17.2. Confidential Information does not include information that is or becomes public through no fault of the receiving party, was lawfully known prior to disclosure, is independently developed, or is rightfully obtained from a third party.
17.3. A party may disclose Confidential Information if required by law, provided it gives reasonable notice where permitted.

18. Service Availability, Maintenance, and Beta Features

18.1. Availability. We strive to keep the Services available but do not warrant uninterrupted, timely, secure, or error-free operation. Availability commitments, if any, are set out only in a separate written service-level agreement.
18.2. Maintenance. We may perform scheduled or emergency maintenance, which may temporarily affect availability. We will use reasonable efforts to minimize disruption.
18.3. Beta features. Features designated as beta, trial, preview, or experimental are provided "as is" without warranty, may be modified or withdrawn at any time, and may not function reliably.

19. Suspension and Termination

19.1. Suspension. We may suspend or restrict your access to all or part of the Services, with or without notice, if:
- (a) you breach these Terms or the Corporate Guidelines;
- (b) your use poses a security, legal, or operational risk;
- (c) payment is overdue; or
- (d) required by law or legal process.
19.2. Compliance enforcement. As described in Section 9.2(b), where we reasonably determine you are not complying with these Terms, the Corporate Guidelines, or applicable law, we may reset the Superadmin password and/or suspend access to enforce compliance, in addition to any other remedies.
19.3. Termination by you. You may terminate your Subscription in accordance with your order or plan. Fees already paid are non-refundable except as required by law.
19.4. Termination by us. We may terminate these Terms or your Subscription for material breach not cured within a reasonable period after notice, for insolvency events, or where continued provision would be unlawful.

20. Effect of Termination and Data Export

20.1. Upon termination or expiry, your right to access the Services ceases.
20.2. Data export window. For a limited period following termination, as we may specify (or as set out in an applicable addendum), you may request export of your Customer Data in a standard format. After that period, we may permanently delete Customer Data, and such deletion is irreversible.
20.3. No liability for post-termination deletion. We will have no liability for any Customer Data deleted in accordance with this Section or with Section 11.
20.4. Sections that by their nature should survive termination (including Sections 7, 11, 12, 16, 17, 21, 22, 23, 24, and 26) survive.

21. Disclaimers of Warranties

21.1. "As is." To the maximum extent permitted by law, the Services are provided "as is" and "as available," without warranties of any kind, whether express, implied, statutory, or otherwise, including any implied warranties of merchantability, fitness for a particular purpose, title, accuracy, and non-infringement.
21.2. We do not warrant that the Services will meet your requirements, be uninterrupted, timely, secure, or error-free, or that any data, outputs, or results (including accounting, payroll, geo-location, or CRM outputs) will be accurate, complete, or reliable. You use the Services and rely on outputs at your own risk.
21.3. Some jurisdictions do not allow the exclusion of certain warranties; in such cases, the above exclusions apply to the fullest extent permitted by applicable law.

22. Limitation of Liability

22.1. Exclusion of indirect damages. To the maximum extent permitted by law, neither party will be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for any loss of profits, revenue, goodwill, business, or anticipated savings, arising out of or relating to these Terms or the Services, even if advised of the possibility of such damages.
22.2. Loss of data. Without limiting Section 22.1, and notwithstanding anything to the contrary, we will not be liable for any loss, deletion, corruption, or unavailability of Customer Data, including files deleted under Section 11, Vault contents unrecoverable under Section 12, and data deleted under Section 20.
22.3. Liability cap. To the maximum extent permitted by law, our total aggregate liability arising out of or relating to these Terms or the Services, whether in contract, tort (including negligence), or otherwise, will not exceed the total fees actually paid by you to us for the Services in the twelve (12) months immediately preceding the event giving rise to the liability.
22.4. Exceptions. Nothing in these Terms excludes or limits liability that cannot be excluded or limited under applicable law.
22.5. Allocation of risk. You acknowledge that the fees reflect the allocation of risk in these Terms, and that these limitations are an essential basis of the bargain between the parties.

23. Indemnification

23.1. You will defend, indemnify, and hold harmless Pedal1 and its affiliates, officers, directors, employees, and agents from and against any claims, damages, losses, liabilities, fines, penalties, costs, and expenses (including reasonable legal fees) arising out of or relating to:

(a) your Customer Data or your use of the Services;
(b) your breach of these Terms, the Corporate Guidelines, or applicable law;
(c) your activation, configuration, or use of geo-location or other monitoring features, including any claim by your employees, contractors, or regulators;
(d) your collection, use, or processing of personal data, including any failure to obtain required notices or consents;
(e) any reliance on outputs of the Accounting, HRM, CRM, or other Modules; or
(f) your infringement or misappropriation of any third-party right.

24. Compliance with Laws; Export Controls and Sanctions

24.1. You represent and warrant that your use of the Services complies with all applicable laws and regulations in every jurisdiction in which you operate.
24.2. You may not use or access the Services in violation of applicable export-control, trade-sanctions, or anti-corruption laws, and you represent that you are not located in, or acting on behalf of, any embargoed or restricted territory or party.

25. Force Majeure

Neither party will be liable for any failure or delay in performance (other than payment obligations) caused by events beyond its reasonable control, including acts of God, natural disasters, epidemics or pandemics, war, civil unrest, government action, labor disputes, power or internet failures, or failures of third-party providers.

26. Changes to the Services and to These Terms

26.1. We may modify these Terms from time to time. We will post the updated Terms with a revised "Last Updated" date and, where changes are material, take reasonable steps to notify you.
26.2. Your continued use of the Services after changes take effect constitutes acceptance of the updated Terms. If you do not agree, you must stop using the Services.

27. Governing Law and Dispute Resolution

27.1. Governing law. These Terms are governed by and construed in accordance with the laws of Nepal, without regard to conflict-of-laws principles.
27.2. Jurisdiction / dispute resolution. The parties submit to the exclusive jurisdiction of the courts of Kathmandu, Nepal, or, if elected, to binding arbitration administered under Nepal's governing laws.
27.3. Nothing in this Section prevents either party from seeking injunctive or equitable relief to protect its intellectual property or Confidential Information.

28. General Provisions

28.1. Entire agreement. These Terms, together with any order, plan, Corporate Guidelines, and applicable addenda, constitute the entire agreement between the parties and supersede all prior agreements on the subject matter.
28.2. Order of precedence. In the event of conflict, a signed order or data-processing addendum prevails over these Terms with respect to its subject matter.
28.3. Assignment. You may not assign these Terms without our prior written consent. We may assign these Terms in connection with a merger, acquisition, or sale of assets.
28.4. Severability. If any provision is held unenforceable, the remaining provisions continue in full force, and the unenforceable provision will be modified to the minimum extent necessary to make it enforceable.
28.5. Waiver. A failure to enforce any provision is not a waiver of the right to enforce it later.
28.6. No third-party beneficiaries. These Terms do not confer any rights on any third party except as expressly stated.
28.7. Relationship. The parties are independent contractors. Nothing in these Terms creates a partnership, agency, joint venture, or employment relationship.
28.8. Notices. Notices to us must be sent to info@pedal.com.np. We may provide notices to you via the Services, the email associated with your Account, or our website.
28.9. Survival. Provisions that by their nature should survive termination will survive.

29. Contact Us

If you have any questions about these Terms, please contact us at:

Pedal Group Pvt. Ltd.
182, Kupondole Heights, Lalitpur-1, Kathmandu, Nepal.
Email: info@pedal.com.np
Website: https://pedal1.com

By using the Services, you acknowledge that you have read, understood, and agree to be bound by these Terms and Conditions.