1. Introduction and Acceptance
1.1 Agreement to Terms
These Terms and Conditions (“Terms”) constitute a legally binding agreement between you (and the organization you represent, “Customer,” “you,” or “your”) and Utso (“Utso,” “we,” “us,” or “our”) governing your access to and use of the Utso platform, including all associated services, features, content, and applications (collectively, the “Service”).
1.2 Acceptance
By registering for, accessing, or using the Service, you acknowledge that you have read, understood, and agree to be bound by these Terms. If you are entering into this agreement on behalf of an organization, you represent and warrant that you have the authority to bind that organization to these Terms.
1.3 Eligibility
You must be at least 18 years old and capable of forming a binding contract to use the Service. By using the Service, you represent and warrant that you meet these requirements.
1.4 Beta Service Disclaimer
The Service is currently in early Beta development. During this period:
- Access is provided on an invitation-only basis
- Features, functionality, and availability may change without notice
- Service performance and uptime may vary
- Not all advertised features may be available yet
- Pricing models and subscription plans are under development
- We appreciate your feedback to help improve the platform
- Terms may be updated more frequently than during general availability
By expressing interest in or using the Beta Service, you acknowledge and accept that the platform is under active development and may contain bugs, errors, or incomplete features.
2. Service Description
2.1 Platform Overview
Utso is a comprehensive business operations management Software-as-a-Service (SaaS) platform that provides human resource management (HRM), customer relationship management (CRM), payroll processing, project management, task management, expense tracking, asset management, and related business tools.
2.2 Service Availability
The Service will be provided on a subscription basis through:
- Web platform: To be available at utso.app and {company}.utso.app for white-label customers
- Mobile applications: To be available soon for iOS and Android
- API access: To be available soon for eligible subscription tiers
During the current Beta phase, access is limited and provided on an invitation-only basis.
2.3 Service Modifications
We reserve the right to modify, suspend, or discontinue any part of the Service at any time with reasonable notice to active subscribers. We are not liable to you or any third party for any modification, suspension, or discontinuance of the Service.
3. Account Registration and Security
3.1 Registration Methods
During the Beta phase, access to the Service is by invitation only:
- Interest registration: Submit your interest at utso.net using the “Start Free (Beta)” button
- Invitation-based access: Upon approval, you will receive instructions for accessing the Service
- Account creation: Will be completed through the invitation process managed by Utso
Direct signup functionality will be available when the Service launches for general availability.
3.2 Account Information
You agree to:
- Provide accurate, current, and complete information during registration
- Maintain and promptly update your account information
- Keep your password secure and confidential
- Notify us immediately of any unauthorized access or security breach
3.3 Company Administrator Responsibilities
If you are designated as a Company Administrator, you are responsible for:
- Managing user access within your organization
- Ensuring compliance with these Terms by all users in your organization
- Maintaining the security of your company’s tenant environment
- All activities that occur under your company’s account
3.4 User Accounts
Individual employee accounts are created and managed by Company Administrators. Users must:
- Complete registration through the provided invitation link
- Comply with all applicable Terms
- Use the Service only for lawful business purposes
4. Subscription Plans and Billing
4.1 Beta Service Notice
During the Beta period, access to the Service may be provided at no cost or under special promotional terms. Beta pricing, features, and availability are subject to change without notice as we develop and refine the platform.
4.2 Subscription Model
Upon general availability, Utso will offer various subscription plans tailored to different business needs. Plan details, features, and pricing will be published on our website at utso.net/pricing and made available to customers prior to subscription commitment.
4.3 Plan Features
Subscription plans may include varying levels of:
- User access limits
- Feature availability (HRM, CRM, Payroll, Project Management, etc.)
- Storage capacity
- Support service levels
- API access and rate limits
- Data retention policies
- Integration capabilities
Specific plan features and limitations will be clearly disclosed at the time of subscription.
4.4 Billing Cycles
Subscriptions may be offered on various billing cycles including:
– Monthly billing
– Annual billing (typically with savings compared to monthly)
– Custom billing arrangements for enterprise customers
Your specific billing cycle will be confirmed at the time of subscription.
4.5 User-Based Billing
Where applicable:
- Billing may be based on the number of active users in your organization
- You may add or remove users in accordance with your subscription plan
- Billing adjustments for added users may be prorated for the remainder of the billing period
- Deactivated users will not be counted toward your subscription in future billing periods
4.6 Usage-Based Charges
Some features or services may include usage-based components with defined quotas or limits. If your usage exceeds included limits, additional charges may apply. All usage limits and associated charges will be clearly disclosed in your subscription plan details.
4.7 Taxes and Fees
All subscription fees are exclusive of applicable taxes, duties, and government-imposed fees. You are responsible for payment of all such amounts. The applicable tax rate will depend on your location and local tax regulations.
4.8 Payment Terms
- Payment is due in accordance with the payment terms specified in your subscription
- Accepted payment methods will be disclosed during the subscription process
- Failure to pay may result in service suspension or termination
- All fees are non-refundable except as expressly stated in these Terms or required by applicable law
4.9 Price Changes
We reserve the right to modify our pricing and plans. For active subscriptions:
- We will provide advance notice of material price changes (typically 30 days)
- Price changes will not affect your current billing period for term-based subscriptions
- You may have the option to cancel if you do not accept price changes
4.10 Free Trials and Promotional Offers
We may offer free trials or promotional pricing from time to time. Such offers:
- Are subject to specific terms disclosed at the time of the offer
- May convert to paid subscriptions unless you cancel before the trial period ends
- May have feature limitations or other restrictions
- Are offered at our sole discretion and may be modified or terminated at any time
5. Data and Privacy
5.1 Customer Data
You retain all ownership rights to data you submit to the Service (“Customer Data”). By using the Service, you grant us a limited license to host, copy, transmit, and display Customer Data solely to provide the Service to you.
5.2 Data Storage and Security
We implement industry-standard security measures to protect Customer Data, including:
- Encryption in transit (HTTPS/TLS)
- Tenant isolation in multi-tenant architecture
- Regular security audits and monitoring
- Access controls and authentication mechanisms
5.3 Data Retention
- Active account data is retained for the duration of your subscription
- After account cancellation, data is retained for 90 days for potential reactivation
- For inactive free-tier accounts, company databases may be archived after 3 months of inactivity
- You may request data export at any time during your active subscription
5.4 Data Processing
We process Customer Data only in accordance with your instructions through use of the Service and applicable data protection laws. For detailed information, please refer to our Privacy Policy.
5.5 Backup and Recovery
We maintain regular backups of Customer Data. However, you are responsible for maintaining your own backup copies of critical data.
5.6 Data Location
Customer Data is stored in secure data centers. The specific location of data storage may vary based on:
- Your geographic location
- Your subscription plan
- Service availability and performance optimization
- Applicable data residency requirements
For information about where your specific data is stored, please contact us at privacy@utso.net. By using the Service, you consent to the storage and processing of data in accordance with these Terms and our Privacy Policy.
For customers with specific data residency requirements (e.g., enterprise customers or those in regulated industries), we can discuss dedicated data storage arrangements.
6. User Responsibilities and Acceptable Use
6.1 Lawful Use
You agree to use the Service only for lawful purposes and in accordance with these Terms. You agree not to:
- Violate any applicable laws or regulations
- Infringe on intellectual property rights of others
- Transmit harmful code, viruses, or malicious software
- Attempt to gain unauthorized access to the Service or related systems
- Interfere with or disrupt the Service or servers
- Use the Service to harass, abuse, or harm others
- Impersonate any person or entity
- Collect or store personal data about other users without consent
- Use the Service for any illegal or unauthorized purpose
6.2 Prohibited Content
You may not upload, post, or transmit content that:
- Is illegal, harmful, threatening, abusive, or offensive
- Contains viruses or malicious code
- Infringes on intellectual property rights
- Violates privacy or data protection laws
- Contains confidential information you are not authorized to share
6.3 Fair Use Policy
Service availability and performance are subject to our Fair Use Policy. We may throttle, suspend, or terminate accounts that:
- Consume excessive server resources
- Generate abnormally high API traffic
- Impact platform performance for other users
- Violate usage caps by more than 200% without upgrading
6.4 Compliance Obligations
You are responsible for:
- Ensuring your use of the Service complies with applicable employment, labor, and data protection laws
- Obtaining necessary consents from employees for data processing
- Maintaining compliance with payroll, tax, and regulatory requirements
- Ensuring accurate and lawful use of employee data
7. Intellectual Property Rights
7.1 Utso Intellectual Property
The Service, including all software, designs, text, graphics, logos, and other content (excluding Customer Data), is owned by Utso and protected by intellectual property laws. We grant you a limited, non-exclusive, non-transferable license to access and use the Service in accordance with these Terms.
7.2 Restrictions
You may not:
- Copy, modify, or create derivative works of the Service
- Reverse engineer, decompile, or disassemble any aspect of the Service
- Remove or alter any proprietary notices
- Sell, rent, lease, or sublicense access to the Service
- Use the Service to develop a competing product
7.3 Feedback
If you provide feedback, suggestions, or ideas about the Service, we may use such feedback without any obligation to you.
7.4 White Label Exception
Enterprise White Label customers receive specific branding and customization rights as outlined in their separate agreement.
8. Service Level and Support
8.1 Service Availability
We strive to maintain high service availability but do not guarantee uninterrupted access. Scheduled maintenance will be announced in advance when possible.
8.2 Support Services
Support services are provided based on your subscription tier and may include:
- Community support via online resources and documentation
- Email or ticket-based support
- Priority support with defined response times
- Dedicated account management for enterprise customers
Specific support service levels applicable to your subscription will be disclosed in your plan details.
8.3 Support Scope
Support generally covers:
- Technical issues with the Service
- Assistance with feature usage
- Account and billing questions
- Bug reporting and resolution
Support does not cover:
- Custom development or integrations (unless separately contracted)
- Third-party applications or services
- On-site support (unless separately contracted)
- Training services (unless separately contracted)
8.4 Support Hours and Response Times
Support availability and response times vary by subscription level and will be specified in your service agreement or plan documentation.
9. Third-Party Services and Integrations
9.1 Third-Party Integrations
The Service may integrate with third-party services (e.g., HubSpot, Pipedrive for CRM). Your use of third-party services is subject to their respective terms and conditions.
9.2 No Warranty for Third-Party Services
We are not responsible for the availability, accuracy, or functionality of third-party services. Any issues with third-party services should be directed to the respective service provider.
9.3 API Usage
API access is currently under development and will be available soon for eligible subscription tiers.
When available, if you access our API:
- You must comply with our API documentation and usage guidelines
- You will be subject to rate limits based on your subscription tier
- We may suspend API access for violations or abuse
10. Termination
10.1 Termination by You
You may cancel your subscription at any time through your account settings or by contacting support. Cancellation takes effect:
- Monthly subscriptions: At the end of the current billing period
- Annual subscriptions: At the end of the prepaid term
10.2 Termination by Utso
We may suspend or terminate your access to the Service:
- For violation of these Terms
- For non-payment
- For illegal or harmful activity
- If required by law
- If we cease offering the Service (with reasonable notice)
10.3 Effect of Termination
Upon termination:
- Your access to the Service will cease
- You will not receive a refund for prepaid fees unless required by law
- You have 90 days to export your data before permanent deletion
- We may delete your Customer Data after the retention period
10.4 Survival
Sections that by their nature should survive termination will remain in effect, including provisions regarding intellectual property, disclaimers, limitations of liability, and dispute resolution.
11. Warranties and Disclaimers
11.1 Service Warranty
We warrant that the Service will perform substantially in accordance with our published documentation. This warranty does not apply to:
- Issues caused by your misuse or modifications
- Third-party services or content
- Force majeure events
- Free Plan users
11.2 DISCLAIMER OF WARRANTIES
EXCEPT AS EXPRESSLY PROVIDED ABOVE, THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR ACCURACY.
WE DO NOT WARRANT THAT:
- The Service will be uninterrupted, secure, or error-free
- Results obtained from the Service will be accurate or reliable
- All errors will be corrected
- The Service will meet your requirements
12. Limitation of Liability
12.1 Limitation on Damages
TO THE MAXIMUM EXTENT PERMITTED BY LAW, UTSO, ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AND LICENSORS SHALL NOT BE LIABLE FOR:
- ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES
- LOSS OF PROFITS, REVENUE, DATA, OR USE
- BUSINESS INTERRUPTION
- COST OF SUBSTITUTE SERVICES
WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
12.2 Cap on Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, OUR TOTAL LIABILITY TO YOU FOR ALL CLAIMS ARISING FROM OR RELATED TO THE SERVICE SHALL NOT EXCEED THE AMOUNT YOU PAID TO US IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.
12.3 Exceptions
Some jurisdictions do not allow the exclusion or limitation of certain damages. In such jurisdictions, our liability is limited to the maximum extent permitted by law.
13. Indemnification
You agree to indemnify, defend, and hold harmless Utso, its affiliates, officers, directors, employees, agents, and licensors from and against any claims, liabilities, damages, losses, costs, or expenses (including reasonable attorneys’ fees) arising from:
- Your use of the Service
- Your violation of these Terms
- Your violation of any rights of another party
- Your Customer Data or content
- Your violation of applicable laws
14. Confidentiality
14.1 Confidential Information
Each party may have access to confidential information of the other party. Confidential information includes:
- Customer Data (your confidential information)
- Proprietary features, pricing, and technical information (our confidential information)
14.2 Obligations
Each party agrees to:
- Use confidential information only for purposes of the agreement
- Protect confidential information with reasonable security measures
- Not disclose confidential information to third parties without consent
14.3 Exceptions
Confidential information does not include information that:
- Is publicly available through no fault of the receiving party
- Is independently developed
- Is rightfully received from a third party
- Is required to be disclosed by law
15. Modifications to Terms
15.1 Right to Modify
We reserve the right to modify these Terms at any time. We will provide notice of material changes:
- By email to your registered address
- Through in-app notification
- By posting on our website
15.2 Effect of Changes
Changes take effect 30 days after notice, except:
- Changes required by law (effective immediately)
- New feature additions (effective upon release)
- Free Plan changes (effective immediately)
15.3 Acceptance
Your continued use of the Service after changes take effect constitutes acceptance of the modified Terms. If you do not agree, you may terminate your subscription.
16. Dispute Resolution and Governing Law
16.1 Governing Law
These Terms are governed by and construed in accordance with the laws of the People’s Republic of Bangladesh, except where you are located in a jurisdiction where local law mandates otherwise. For customers outside Bangladesh, we will work with you to determine the applicable governing law based on your location and local requirements.
16.2 Jurisdiction
For customers based in Bangladesh, you agree to submit to the jurisdiction of the courts located in Dhaka, Bangladesh for the resolution of any disputes arising from these Terms or your use of the Service.
For customers in other jurisdictions, disputes will be subject to the competent courts in your jurisdiction or as mutually agreed in writing.
16.3 Informal Resolution
Before filing any formal claim, you agree to first contact us at legal@utso.net to attempt informal resolution. We will do the same. Both parties agree to negotiate in good faith for at least 30 days before pursuing formal legal action.
16.4 Arbitration
For certain customer types or jurisdictions, arbitration provisions may be outlined in separate Service Agreements or addendums to these Terms.
16.5 Local Law Compliance
We strive to comply with applicable laws in all jurisdictions where we operate. If you are located outside Bangladesh, certain provisions of these Terms may be modified to comply with your local laws. Such modifications will be communicated to you and, where required, documented in a regional addendum or your service agreement.
17. General Provisions
17.1 Entire Agreement
These Terms, together with our Privacy Policy and any applicable Service Agreement, constitute the entire agreement between you and Utso regarding the Service.
17.2 Severability
If any provision of these Terms is found to be unenforceable, the remaining provisions will remain in full force and effect.
17.3 Waiver
Our failure to enforce any right or provision in these Terms shall not constitute a waiver of such right or provision.
17.4 Assignment
You may not assign or transfer these Terms or your rights hereunder without our prior written consent. We may assign these Terms without restriction.
17.5 Force Majeure
We are not liable for any failure or delay in performance due to circumstances beyond our reasonable control, including natural disasters, war, terrorism, labor disputes, or internet service provider failures.
17.6 Notices
Notices to you may be sent to your registered email address. Notices to us should be sent to:
Utso
17.7 Language
These Terms are provided in English. In the event of any conflict between an English version and a translation, the English version shall prevail.
17.8 Relationship
These Terms do not create any partnership, joint venture, employment, or agency relationship between you and Utso.
18. Regional Variations and International Expansion
18.1 Multi-Jurisdiction Service
Utso is designed to serve customers across multiple countries and jurisdictions. While these Terms provide a framework applicable to all users, certain provisions may be modified or supplemented to comply with local laws and regulations.
18.2 Regional Addendums
For customers in specific regions or countries, we may provide regional addendums that:
- Address local legal requirements
- Specify applicable data protection regulations
- Define local payment methods and tax obligations
- Outline jurisdiction-specific support arrangements
- Modify service features to comply with local laws
Regional addendums, where applicable, will be provided to you and form part of your agreement with us.
18.3 Currency and Pricing
Subscription pricing may be displayed and charged in different currencies depending on your location. Currency conversion rates, if applicable, will be determined at the time of billing.
18.4 Language Translations
These Terms may be translated into other languages for your convenience. In the event of any conflict or inconsistency between translations, the English language version shall prevail.
18.5 Expansion to New Markets
As we expand to new countries and regions:
- We will notify existing customers of any material changes required by new regulatory environments
- New customers in those regions will be provided with appropriate regional terms
- Data residency options may be expanded to accommodate local requirements
19. Export Controls and Sanctions Compliance
You agree to comply with all applicable export and re-export control laws and regulations, including:
- Export control laws of Bangladesh
- Export controls of any country where you access or use the Service
- International sanctions and trade embargo regulations
- Restrictions on destinations, end-users, and end-uses
You represent and warrant that you are not:
- Located in, under the control of, or a national or resident of any country subject to international trade sanctions or embargoes
- Designated on any government list of prohibited or restricted parties
- Engaging in activities that would violate applicable export control or sanctions laws
20. Additional Terms for Specific Features
20.1 Payroll Processing
If you use payroll features:
- You are responsible for compliance with all applicable tax, labor, and employment laws in your jurisdiction
- We provide tools to assist with payroll processing but do not provide legal, tax, or accounting advice
- You must verify all calculations, withholdings, and filings for accuracy and compliance
- We are not liable for errors in your payroll processing, tax filings, or regulatory compliance
- Specific payroll features and compliance support may vary by country and will be disclosed in product documentation
20.2 CRM and Contact Management
If you use CRM features:
- You must have proper consent to store and process contact data in accordance with applicable data protection laws
- You are responsible for compliance with privacy and data protection regulations in your jurisdiction (including but not limited to GDPR, local data protection laws)
- Feature limits and usage caps may apply based on your subscription plan
20.3 Mobile Applications
Mobile applications for iOS and Android are currently under development and will be available soon.
When available, use of mobile applications will be subject to:
- These Terms
- Terms of the applicable app store (Apple App Store, Google Play)
- Device and operating system requirements
20.4 White Label Services
White Label services are governed by separate Enterprise agreements in addition to these Terms.
21. Contact Information
For questions about these Terms, please contact:
Utso
General Support: hello@utso.net
Legal Inquiries: legal@utso.net
Privacy Matters: privacy@utso.net
Phone: +88 01304-220-033
Website: utso.net
For region-specific contact information or local support, please visit our website or contact us through the channels above.
Acceptance
BY CLICKING "I ACCEPT," REGISTERING FOR AN ACCOUNT, OR USING THE SERVICE, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS.
If you do not agree to these Terms, you may not access or use the Service.
Website: utso.net
For region-specific contact information or local support, please visit our website or contact us through the channels above.
Last Updated: December 15, 2025