Terms of Service

Effective Date: 1 January 2025  |  Last Updated: 3 October 2026

These Terms of Service ("Terms") constitute a legally binding agreement between you ("Client", "you", "your") and O'Dell Tech Ltd., the owner and operator of Dinlipi HR Software ("Dinlipi", "we", "our", "us"), governing your access to and use of dinlipisoft.com and the Dinlipi platform ("Service").

By clicking "Get Started", signing a subscription agreement, or using the Service, you acknowledge that you have read, understood, and agreed to be bound by these Terms.

1. Definitions

2. Eligibility and Account Registration

2.1 The Service is intended for business entities registered in or operating in Bangladesh. Individuals using the Service on behalf of a business represent and warrant that they have authority to bind that business to these Terms.

2.2 You must provide accurate, current, and complete information during registration. You are responsible for maintaining the confidentiality of your account credentials.

2.3 You agree to notify us immediately at dinlipisoft@gmail.com if you become aware of any unauthorised use of your account.

3. Subscription and Payment

3.1 Plans. Dinlipi offers subscription plans as described on the Pricing page. The applicable plan, employee tier, setup fee, and monthly fee are agreed upon at onboarding.

3.2 Setup Fee. A one-time setup fee is payable before installation, data migration, and training commence. The setup fee is non-refundable once implementation work has begun.

3.3 Monthly Fee. Monthly subscription fees are payable in advance. Failure to pay within 7 days of the due date may result in suspension of the Service.

3.4 Price Changes. We will provide at least 30 days' written notice before changing subscription pricing. Continued use after the effective date constitutes acceptance.

3.5 Taxes. All fees are exclusive of VAT and any other applicable taxes, which shall be borne by the Client.

4. Use of the Service

4.1 Permitted Use. The Client may use the Service solely for its own internal HR and payroll management purposes.

4.2 Prohibited Use. You must not:

• Resell, sublicense, or redistribute access to the Service to any third party.
• Reverse engineer, decompile, or attempt to extract the source code of the platform.
• Use the Service to store or process data for any entity other than the Client without our prior written consent.
• Use the Service in a manner that violates any applicable Bangladeshi law, including but not limited to the Bangladesh Labour Act 2006, Digital Security Act 2018, and ICT Act 2006.
• Upload or transmit malicious code, viruses, or any material that disrupts the platform.

4.3 User Management. The Client is solely responsible for managing user access, including creating, modifying, and disabling accounts in a timely manner.

5. Data Ownership and Processing

5.1 Client Data Ownership. All Employee Data uploaded to or generated within the Service remains the exclusive property of the Client.

5.2 Data Processor Role. Dinlipi acts as a data processor on behalf of the Client, which acts as the data controller. We process Employee Data solely to provide and improve the Service, in accordance with the Privacy Policy.

5.3 Data Export. Upon termination, the Client may request an export of its data in a standard format within 30 days of the termination date.

5.4 Data Deletion. Following data export or expiry of the 30-day window, Client data will be securely deleted from active systems, subject to retention obligations under applicable law.

6. Intellectual Property

6.1 Dinlipi and O'Dell Tech Ltd. retain all intellectual property rights in the platform, software, user interface, branding, and documentation.

6.2 These Terms do not transfer any ownership rights to the Client. The Client is granted a limited, non-exclusive, non-transferable licence to use the Service during the subscription term.

6.3 The Client grants Dinlipi a limited licence to process Client data for the purpose of delivering the Service.

7. Service Availability and Support

7.1 Uptime. We target reasonable availability of the platform but do not guarantee uninterrupted access. Scheduled maintenance will be notified in advance where practicable.

7.2 Support. 24/7 support is included for all subscription plans. Support is provided via the designated support channel (email, phone, or in-platform ticket as applicable).

7.3 Updates. We may update, modify, or improve the platform at any time. We will not make changes that materially reduce core functionality without reasonable notice.

8. Confidentiality

Each party agrees to keep the other party's confidential information strictly confidential and not to disclose it to third parties without prior written consent, except as required by law or to authorised personnel who need it to perform their duties.

9. Warranties and Disclaimers

9.1 We warrant that the Service will perform materially in accordance with its documentation during the subscription term.

9.2 Disclaimer. To the maximum extent permitted by law, the Service is provided "as is" without warranties of any kind beyond those expressly stated herein. We do not warrant that the Service will be error-free or uninterrupted.

9.3 The Client is solely responsible for the accuracy and legality of all data it uploads to the Service, and for ensuring that its use of the Service complies with all applicable employment and data protection laws.

10. Limitation of Liability

10.1 To the maximum extent permitted by applicable law, Dinlipi's total liability to the Client for any claim arising under or in connection with these Terms shall not exceed the total subscription fees paid by the Client in the 3 months immediately preceding the claim.

10.2 Neither party shall be liable for indirect, incidental, consequential, or punitive damages, including loss of profits or data, arising from use of or inability to use the Service.

10.3 Nothing in these Terms limits liability for fraud, wilful misconduct, or any liability that cannot be excluded by law.

11. Termination

11.1 By Client. The Client may terminate the subscription by providing 30 days' written notice. Fees paid for the current billing period are non-refundable.

11.2 By Dinlipi. We may suspend or terminate the Service immediately if the Client: (a) fails to pay fees after a 7-day cure period; (b) materially breaches these Terms and fails to remedy the breach within 14 days of written notice; or (c) engages in conduct that we reasonably believe is unlawful or harmful.

11.3 Effect of Termination. On termination, the Client's right to access the Service ceases immediately. Sections 5, 6, 8, 10, and 12 survive termination.

12. Governing Law and Dispute Resolution

12.1 These Terms are governed by the laws of the People's Republic of Bangladesh.

12.2 The parties will attempt to resolve disputes through good-faith negotiation. If unresolved within 30 days, disputes shall be submitted to the exclusive jurisdiction of the courts of Dhaka, Bangladesh.

13. General

• Entire Agreement. These Terms, together with the Privacy Policy and any signed subscription agreement, constitute the entire agreement between the parties.
• Amendments. We may update these Terms at any time with 14 days' prior notice. Continued use constitutes acceptance.
• Severability. If any provision is held invalid, the remaining provisions continue in full force.
• No Waiver. Failure to enforce any right does not constitute a waiver of that right.
• Force Majeure. Neither party is liable for failure to perform obligations due to events beyond reasonable control (natural disasters, government action, internet outages).

14. Contact

If you have questions about these Terms of Service, please contact Dinlipi using the contact details provided in the website footer.