Our relationship with you is our most important asset. We want you to feel comfortable and confident when using our Platform (defined hereinafter) and the Services (defined hereinafter). The objectives of these Terms and Conditions of Use (“Terms”) are to inform you of the terms which apply to your access to the Platform and Services, what we expect from you, and what you can expect from us as you use and interact with our Platform and the Services provided by us, our third party service providers. Further, you would learn about the following:
(a) our policy regarding the changes and updates to these Terms;
(b) description of the Platform and the Services offered by us, and our third party service providers;
(c) sign-up process and information required by us;
(d) conditions regarding use of the Platform and the Services;
(f) intellectual property rights and ownership of the content on our Platforms and the conditions of use of such content;
(g) KYC requirements;
(h) our policy regarding the communications and notifications sent by the Platform;
(i) disclaimers, limitation of liability and indemnification obligations in relation to the Services provided; and
(j) legal rights and obligations in case of violation of these Terms by you.
These Terms apply to and govern the use of or access to the website https://cleartax.com/ksa, (hereinafter, collectively referred to as the “Platform”), by the user (hereinafter, “you”, “your”, or “User”). The Terms shall apply to the User in relation to the Services availed on the Platform.
The Platform is provided by Defmacro Software Private Limited (hereinafter, “Company” “Cleartax” or “our” or “we” or “us”), a company incorporated under the Companies Act 2013, having its registered office at B-3 Lower Ground Floor, School Lane, Naraina Vihar, New Delhi, India 110028 and its corporate office at 23,24 AMR Tech Park, Block 1, First Floor, Hosur Main Road, Hongasandra, Bangalore, Karnataka PIN:560068, India.
User and Company are each a “Party” and collectively the “Parties”.
These Terms constitute a binding and legally enforceable contract between the Company and User.
By registering on or using the Platform or availing the Services, you agree to be bound by the Terms. If you are using the Platform on behalf of an organization, you are agreeing to the Terms on behalf of that organization (in which event, “you”, “your” or “User” will refer to that organization).
You represent that you are at least 18 (eighteen) years of age and have not been previously suspended or removed by the Company, or disqualified for any other reason, from availing the Services or using the Platform. You also represent that you are (i) a taxable person resident in the Kingdom of Saudi Arabia (“KSA”), or (ii) a customer or any third party who issues tax invoice on behalf of a taxable person resident in the KSA, within the meaning of relevant regulations in KSA including the e-invoicing regulations issued by General Authority of Zakat and Tax (GAZT), KSA. In addition, you represent and warrant that you have the right, authority and capacity to agree to the Terms and to abide by them. You shall not impersonate any person or entity, or falsely state or otherwise misrepresent your identity, age or affiliation with any person or entity. In the event of any violation of the Terms, the Company reserves the right to suspend or permanently prevent you from availing the Services or using the Platform.
If you do not agree to be bound by these terms, you must not use the Platform. By continuing to use the Platform or the Services you expressly agree and undertake to be bound by these terms.Subject to applicable laws, these Terms (and any changes thereto) will become applicable to you retrospectively on and from the date of your first use of the Platform.
1. Changes to these Terms
1.1. Please note that these Terms may change from time to time. We reserve the right to modify or amend these Terms. While we will make reasonable efforts to keep you posted on any updates to these Terms, to make sure that you are aware of any changes, we encourage you to periodically review them whenever accessing or using the Platform to be continuously aware of the changes that we may be carrying out to these Terms.
1.3. If you have any comments or questions regarding the Terms, or wish to report any violation of the Terms, you may contact us at firstname.lastname@example.org.
2. About the Platform and the Services
2.1 The Platform is primarily a technology service provider that generates, stores, and retrieves e-invoices and provides other value-added services. E-invoicing is a system that aims to covert the issuing of paper invoices and notes into electronic process that allows the exchange and processing of tax invoices, credit notes, debit notes in a structured electronic format between buyer and seller through an integrated electronic solution.
2.2 Cleartax is a qualified e-invoicing solutions provider listed on Zakat Tax and Customs Authority (“ZATCA”).
2.3 Your subscription to ClearTax’s proprietary software, ClearTax E-Invoicing servicesshall be additionally governed by the terms and conditions of the Cleartax Master Subscription and Services Agreement accessible at https://cleartax.com/ksa/legal.
2.4 The Platform also allows you to avail the Services (defined hereinafter) directly from the Company, and Service Providers associated with the Company from time to time, and the Platform facilitates communication with such third parties for availing the Services.
The services rendered by the Company and third-party service providers of the Company are collectively referred to as “Services”.
3. Sign-Up and Consent Requirements
3.1. To avail the Services, you will have to provide us with necessary details including but not limited to your name, father’s name, corporate registration number, business entity name, official identity proofs, and other information as is required in connection with E-Invoicing and processing.
3.2. You agree to provide the above stated information, or such other information as may be necessary or required by us to provide the Services, at the time of sign-up to ascertain your eligibility for availing e-invoicing or at any subsequent stage.
3.3. You warrant to provide true, accurate, current and complete information about yourselfand you agree to not misrepresent your identity or your account information. You agree to keep your account information up to date and accurate.
3.4. If you upload information relating to any third parties, you should ensure that any such information is uploaded only after obtaining express written consent from such third parties for using their information on the Platform. Further, you should ensure that express written consent from such persons is obtained to receive communications from the Company regarding: information about us and the Services; promotional offers and services from us and our third-party service providers, and any other matter in relation to the Services. If such third parties fail to provide written consent, or withdraw consent, you shall immediately cease to use the Services in relation to them. You will be solely responsible for obtaining such consent from third parties and we assume that such consent is sought and received by you if you provide such information relating to any of such third parties any time during the use of the Platform.
3.5. If you provide any information that is false, inaccurate or outdated, or we have reasonable grounds to suspect that such information is false, inaccurate or outdated, we will be entitled to suspend or terminate your account and prohibit any and all current or future use of the Platform by you. You are responsible for maintaining the confidentiality of the account and are fully responsible for all activities that occur under your account.
3.6. You agree to immediately notify us in writing at email@example.com of any disclosure or unauthorized use of your profile or any other breach of security with respect to your profile.
4. Use of and Access to the Platform
4.1. You agree to use the Platform only for lawful purposes, and that you are responsible, liable and accountable for all activities that take place through your use of Platform or availing the Services. We exclude any liability arising out of use of the Platform.
4.2. You understand, accept and agree that the payment facility, if any, provided by us is neither a banking nor financial service but we merely act as a facilitator providing an electronic payment option, automated online electronic payment option, for the transactions on the Platform using the existing authorized banking infrastructure and the payment gateway/payment aggregator networks. Further, by providing payment facility, we are neither acting as trustees nor acting in a fiduciary capacity with respect to the transaction.
4.3. Service Level Terms: We will use commercially reasonable efforts to provide you the Platform. We will provide you with reasonable technical support services in accordance with our standard practices. We do not make any commitment that the Platform will be available at all times or during any down time (a) caused by outages to any public Internet backbones, networks or servers, (b) caused by any failures of your equipment, systems or local access services, (c) for previously scheduled maintenance, (d) caused by any third party vendor or service provider of the Company, (e) caused by any failure of systems or servers of any third party including that of the government and its authorities and/or financial institutions such as asset management companies or any financial intermediaries, (f) attributable to events such as strikes, riots, insurrection, fires, floods, explosions, war, governmental action, labor conditions, earthquakes, natural disasters, hacking, phishing or interruptions in Internet services to an area where the Company or its servers are located or co-located, or (g) required pursuant to instructions received by us from any governmental or regulatory authority.
4.4. Updates: From time to time, we may provide upgrades, patches, enhancements, or fixes for the Platform to you generally without additional charge and such updates will become part of the Platform and subject to the Terms. Notwithstanding the foregoing, we shall have no obligation under these Terms or otherwise to provide any such updates. You understand that the Company may cease supporting old versions or releases of the Platform at any time in its sole discretion.
4.5. By accessing or using the Platform or by availing Services, you agree not to:
4.5.1. host, display, upload, modify, publish, transmit, update or share any information (if provided with the functionality to do so on the Platforms) that:
(a) belongs to another person and to which the user does not have any right;
(b) is defamatory, obscene, pornographic, pedophilic, invasive of another’s privacy, including bodily privacy, insulting or harassing on the basis of gender, libellous, racially or ethnically objectionable, relating or encouraging money laundering or gambling, or otherwise inconsistent with or contrary to the laws of the Kingdom of Saudi Arabia;
(c) is harmful to minors;
(d) infringes any patent, trademark, copyright or other proprietary rights
(e) violates any law for the time being in force;
(f) deceives or misleads the addressee about the origin of the message or knowingly and intentionally communicates any information which is patently false or misleading in nature but may reasonably be perceived as a fact;
(g) impersonates another person;
(h) threatens the unity, integrity, defence, security or sovereignty of any nation state , friendly relations with foreign States, or public order, or causes incitement to the commission of any cognizable offence or prevents investigation of any offence or is insulting any foreign states;
(i) contains software virus or any other computer code, file or program designed to interrupt, destroy or limit the functionality of any computer resource;
(j) is patently false and untrue, and is written or published in any form, with the intent to mislead or harass a person, entity or agency for financial gain or to cause any injury to any person.
4.5.2. violate the Terms or any law for the time being in force;
4.5.3. conduct or forward surveys, contests, pyramid schemes or chain letters involving the Services;
4.5.4. impersonate any person or entity, falsely claim or otherwise misrepresent your affiliation with any person or entity, or access the accounts of others without permission, forge another person’s digital signature, misrepresent the source, identity, or content of information transmitted via the Services, perform any other similar fraudulent activity;
4.5.5. infringe our or any third party’s patent, trademark, copyright or other intellectual property rights, proprietary rights, rights of publicity or privacy;
4.5.6. use the Services if you are under the age of 18 (eighteen) years;
4.5.7. post or transmit any message (if provided with the functionality to do so on the Platforms) which discloses private or personal matters concerning any person or, is grossly harmful, harassing, hateful and/or disparaging;
4.5.8. post or transmit (if provided with the functionality to do so on the Platforms) any message, data, image or program which is blasphemous, vulgar, or offensive in nature;
4.5.9. refuse to cooperate in an investigation or provide confirmation of your identity or any other information provide by you to us;
4.5.10. remove, circumvent, disable, damage or otherwise interfere with security-related features of the Platform and Services or features that enforce limitations on the use of the Services or the Platform;
4.5.11. reverse engineer, decompile, disassemble or otherwise attempt to discover the source code of as regards Services or Platform or any part thereof, except and only to the extent this is expressly permissible by applicable law;
4.5.12. use the Services or the Platform in any manner that could damage, disable, overburden, or impair it, including, without limitation,
4.5.13. use the Services or the Platform in an automated manner;
4.5.14. modify, adapt, translate or create derivative works based upon the Services and Platform or any part thereof, except and only to the extent that that this is permissible by applicable law;
4.5.15. intentionally interfere with or damage operation of the Services or the Platform or any other user’s enjoyment of it, by any means, including uploading or otherwise disseminating viruses, adware, spyware, worms, or other malicious code or file/ programme with contaminating or destructive features or which are designed to interrupt, destroy or limit the functionality of any computer resource;
4.5.16. use any robot, spider, other automatic device, or manual process to monitor or copy the Platform without prior written permission;
4.5.17. take any action that imposes an unreasonably or disproportionately large load on our infrastructure/network;
4.5.18. use the facilities and capabilities of the Platform to conduct any activity or solicit the performance of any illegal activity or other activity which infringes the rights of others;
4.5.19. use the Platform to collect or obtain personal information, including without limitation, financial information, about other users of the Platform, except and only as expressly provided in the Terms;
4.5.20. use the Services in a manner that results in or may result in complaints, disputes, reversals, chargebacks, fees, fines, penalties and other liability to us, a third party or you.
4.5.21. Notwithstanding anything contained herein, Cleartax disclaims all responsibility as regards your obligation to comply with the regulations for e-invoicing and the use of the platform does not guarantee your compliance with the applicable regulations, guidelines, resolutions and other rules that may apply from time to time. Cleartax only provides the technology platform for generation of e-invoices based on data provided by you.
5.1. If any information is provide on the Platform, it is provided on an AS IS basis a and weare not responsible for any errors or omissions, or for the results obtained from the use of or reliance on this information. Specifically, certain links in Platform may connect to other websites maintained by third parties over which we have no control. If you access such links, your use of the third party websites will be governed by the policies of such websites. We encourage you to review the terms and policies of such websites.
5.2. Any information on compliance deadlines and other statutory forms; and related news made available through the Platform is for general guidance on matters of interest only. In particular, impact of laws and regulations can vary widely based on the specific facts involved. Given the changing nature of laws, rules and regulations, and the inherent hazards of electronic communication, there may be delays, omissions or inaccuracies in such information. Accordingly, the information provided through or in relation to this Platform is so done with the understanding that we are not herein engaged in rendering legal, accounting, tax, or other professional advice and services. As such, it should not be used as a substitute for consultation with professional accounting, tax, legal or other competent advisers. Before making any decision or taking any action, you should consult a professional advisor. You acknowledge that the provision of the Platform or Services does not constitute the provision of any specific advice nor any other professional services or advice of any kind (including any tax services). Any use of the Platform or Services (including reliance on any of the contents therein) is at your sole risk.
5.3. While we use reasonable efforts to facilitate the information made available through the Platform, if any, is being obtained from reliable sources, we are not responsible for any errors or omissions, or for the results obtained from the use of or reliance on this information.
5.4. We do not make any representations as to the accuracy or any other aspect of information contained in other websites. All information made available through the Platform is provided "AS IS", with no guarantee, representation, or commitment of completeness, accuracy, timeliness or of the results obtained from the use of this information, and without warranty of any kind, express or implied, including, but not limited to warranties of performance, merchantability and fitness for a particular purpose.
6. Intellectual Property Rights and Ownership
6.1. We own the rights in the design, compilation, and look and feel of our Platform. It also includes rights in all copyrighted works, trademarks, designs, inventions, and other intellectual property. Subject to compliance with these Terms, we grant you a non-exclusive, non-transferable, non-sub licensable, royalty-free, revocable, and limited access to use the Platform and the Services in accordance with these Terms.
6.2. You agree not to copy, distribute, modify or make derivative works of any of our content or use any of our intellectual property rights in any way not expressly permitted by us.
6.3. We may provide you with summary of the news or information that is already available in the public domain. Further we may provide you an electronic link to the original source of such news or information. Upon clicking the electronic link, you may be directed to the website of a third party who has published that news or information. We do not own any intellectual property rights in the information published by such third party.
6.5. Data loss: Data loss is an unavoidable risk when using any technology. You are responsible for maintaining copies of your data entered into the Platform or for availing the Services.
6.6. No compensation: Whatever the cause of any downtime, access issues or data loss, your only recourse is to discontinue using the Platform or the Services.
7. Know your Customer/ Client Requirements
7.1. You agree and provide your express consent to provide certain information and documents that may be necessary to ascertain your eligibility to use the Platform or avail the Services, as maybe mandated by ZATCA or any other authority or regulator, including but not limited to your KYC Documents to us to online payment gateways, operators and aggregators, and, or to our affiliates to use, copy, transmit, process, store, share, analyse, make derivations, and back-up such KYC Documents and information. For the purpose of these Terms, ‘KYC Documents’shall mean to include mobile number, email address, date of birth, gender, entity information, business registration information, Government ID Proofs, . and other information which may be sought either during Sign-up or at any later stage. You agree and warrant to provide valid, true, complete, and up-to-date KYC Documents. You acknowledge and agree that any incorrect or misleading information provided shall constitute a material breach of these Terms.
7.2. We may use your personal data and in order to provide Services to you. Your personal information and KYC documents may be processed by or transferred or disclosed to and/or by third parties on a need basis including, to payment gateways, statutory bodies or agencies, government departments or other third party service providersetc.
8. Communication Policy
8.1. You agree to receive communications from the Company regarding: (i) information relating to use of the Platform or Services; (ii) information about the Company and the Services; (iii) promotional offers and services from the Company and its Strategic Partners and third party partners, and (iv) any other matter in relation to the Services. In case you access the Platform on behalf of a third party (after obtaining their prior consent), you acknowledge and agree that we are permitted to send any or all of the above communications to your customers or other third parties whose information you have made available on the Platform.
8.2. We may send alerts to the mobile phone numbers provided by you, either of yourself or your customers or any third parties, via e-mail, SMS, WhatsApp messages or push notifications or any other means. If your mobile number is registered on any Do Not Disturb Registry maintained by the Communication & Information Technology Commission, you may not receive SMS from us. In such case, you will be responsible for taking all steps to deregister from the DND list and will not hold us liable for non-receipt of SMS.
8.3. We shall not be under any obligation to confirm the authenticity of the person(s) receiving the alert. You cannot hold the Company liable for non-availability of the SMS/email alert/push notifications service in any manner whatsoever.
8.4. The SMS/e-mail alert/push notification service provided by us is an additional facility provided for your convenience and that it may be susceptible to error, omission and/or inaccuracy. You shall not hold the Company liable for any loss, damages, claim, expense including legal cost that may be incurred/suffered by you on account of the SMS/e-mail alert/push notification facility.
8.5. The clarity, readability, accuracy and promptness of providing the SMS/e-mail alert/push notification service depend on many factors including the infrastructure and connectivity of the network service provider. We shall not be responsible for any non-delivery, delayed delivery or distortion of the alert in any way whatsoever.
8.6. You understand that the Company cannot and does not guarantee or warrant that filesavailable for download through the Platform will be free of viruses, worms or other code that may be damaging. You are responsible for implementing procedures to satisfy your particular requirements of internet security and for accuracy of data input and output.
9. Third party Services on the Platform
9.1. Our Platform may include products and services made available by third party service providers. These third party service providers may have additional terms that apply to you. You agree to be bound by such other additional terms. Third-party products and services are subject to terms and conditions and privacy policies set by their providers. These include how the provider will use your data that you make available to them. The descriptions of third-party products and services, if any,, and any associated links, will be as provided to us by the providers. The providers are solely responsible for any representations contained in those descriptions. We don’t endorse or assume any responsibility for third-party products or services.
9.2. We make no representations and hereby expressly exclude all warranties and liabilities arising out of or pertaining to such third-party services, including their accuracy or completeness. Further, all intellectual property rights in and to third party services are the property of the respective third parties.
10. Termination of Access to the Platform
11. Warranties and Disclaimers
11.1 We are a technology Platform service provider. We are not and will not be responsible for any claim or for any damages suffered, whether by you, the third parties of the Users whose information is recorded on the Platform, or any other person or party, that are related, directly or indirectly, to or arise out of the same including any payments made by you or by any third parties of the User using the payment link generated using the Platform.
11.2 YOUR USE OF THE PLATFORM AND THE SERVICES IS AT YOUR SOLE RISK. THE PLATFORM, THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. THE COMPANY AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS AND OTHER REPRESENTATIVES EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, THE COMPANY MAKES NO WARRANTY THAT: (I) THE PLATFORM OR THE SERVICES WILL MEET YOUR REQUIREMENTS; (II) THE PLATFORM OR THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (III) INFORMATION THAT MAY BE OBTAINED VIA THE PLATFORM OR THE SERVICES WILL BE ACCURATE OR RELIABLE; (IV) THE QUALITY OF ANY AND ALL PRODUCTS, SERVICES, INFORMATION OR OTHER MATERIAL, INCLUDING ALL MERCHANDISE, GOODS AND SERVICES, OBTAINED OR PURCHASED BY YOU DIRECTLY OR INDIRECTLY THROUGH THE PLATFORM OR THE WEBSITES WILL MEET YOUR EXPECTATIONS OR NEEDS; AND (V) ANY ERRORS IN THE PLATFORM OR THE WEBSITES WILL BE CORRECTED.
11.3 You acknowledge and agree that certain Services provided on the Platform are further dependent on the functioning of the technology infrastructure of various third parties including that of the government agencies and, or statutory authorities. You agree that the Company shall not be liable or responsible for any discrepancy in the Services owing to delay or failure of any activity by any such third parties including but not limited to delay or failure by government agencies and, or statutory authorities such as ZATCA. The delay or failure may be as a result of, network or connectivity failure, device or application failure, ZATCA’s System’s failure, possible down time at ZATCA System’s end or any other technical or non-technical error of any nature, whether foreseen or unforeseen.
12. Exclusion of Damages
WE SHALL NOT UNDER ANY CIRCUMSTANCES BE LIABLE FOR ANY DAMAGES OF ANY KIND ARISING OUT OF, IN CONNECTION WITH OR RELATING TO THE USE OF OR INABILITY TO USE THE PLATFORM, INCLUDING ANY LIABILITY: (I) AS A PUBLISHER OF INFORMATION; (II) FOR ANY INCORRECT OR INACCURATE INFORMATION OR ANY ‘BUG’ OF THE PLATFORM OR THE SERVICES; (III) FOR ANY UNAUTHORIZED ACCESS TO OR DISCLOSURE OF YOUR TRANSMISSIONS OR DATA; (IV) FOR STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON OR VIA THE PLATFORM; (V) FOR ANY DISPUTES BETWEEN USERS OF THE PLATFORM OR THE SERVICES, OR BETWEEN A USER OF THE PLATFORM OR THE SERVICES AND A THIRD PARTY; OR (VI) FOR ANY OTHER MATTER RELATING TO THE PLATFORM OR THE SERVICES, OR ANY THIRD PARTY. THIS IS A COMPREHENSIVE LIMITATION OF LIABILITY THAT APPLIES TO ALL DAMAGES OF ANY KIND, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, WHETHER BASED ON BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, EVEN IF AN INDIVIDUAL ADVISES US OF THE POSSIBILITY OF SUCH DAMAGES. THE LIMITATIONS OF LIABILITY SET FORTH HEREIN ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN THE COMPANY AND YOU. THE PRODUCTS, INFORMATION AND SERVICES OFFERED ON AND THROUGH THE PLATFORM OR THE SERVICES WOULD NOT BE PROVIDED TO YOU WITHOUT SUCH LIMITATIONS.
13.1 Notwithstanding anything contained in this Agreement, you agree to defend, indemnify and hold harmless the Company (and its affiliates, officers, directors and employees) upon demand from and against any and all damages, actions, proceedings, claims, demands, costs, losses, liabilities, diminution in value, loss of earnings, profits and revenue, opportunity costs, expenses (including court costs and reasonable attorneys’ legal fees) in connection with, arising out of, or in relation to (i) breach or non-compliance of its obligations, consents, grants, undertakings, representations or warranties under these Terms, and (ii) misrepresentation, negligence, fraud, willful concealment and misconduct (iii) misuse of the Services and Platform for any illegal or unauthorised purposes; (iv) any injuries to persons or damage to property, body, business character, reputation including theft, resulting from your acts or omissions; (v) any claims by a third party on Company for the acts committed or omitted by you; and (vi) any violation of applicable law.
13.2 You agree that any violation by you will constitute an unlawful and unfair business practice, and will cause irreparable harm to the Company and/ or its Strategic Partners and third party service providers, as the case may be, for which monetary damages would be inadequate, and you consent to the Company obtaining any injunctive or equitable relief that they deem necessary or appropriate in such circumstances. These remedies are in addition to any other remedies that the Company may have at law or in equity. If the Company takes any legal action against you as a result of your violation of these Terms, they will be entitled to recover from you, and you agree to pay, all reasonable attorneys’ fees and costs of such action, in addition to any other relief that may be granted.
14.1 Notice: All notices, requests, demands, approvals, requests for approvals or other communications under the Terms shall be in writing. Notice will be sufficiently given for all purposes as follows: (i) upon delivery when personally delivered to the recipient, (ii) upon receipt when mailed by certified mail (iii) upon delivery when delivered by recognized international overnight courier, and (iv) upon receipt when sent by fax with confirmation.
14.2 Merger/Modification: Each Party acknowledges that it has read the Terms, it understands it, and agrees to be bound by its terms, and further agrees that this is the complete and exclusive statement of the Terms between the Parties, which supersedes and merges all prior proposals, understandings and all other agreements, oral and written, between the Parties relating to the Terms.
14.3 Governing Law and Jurisdiction: These Terms shall be governed by and construed and enforced in accordance with the laws of India, without regard to the conflict of law principles. Any controversies, conflicts, disputes, or differences arising out of these Terms shall be resolved by arbitration in New Delhi in accordance with the Indian Arbitration and Conciliation Act, 1996 for the time being in force, which is deemed to be incorporated by reference in this Clause. The tribunal shall consist of 1 (one) arbitrator appointed by us. The language of the arbitration shall be English. The parties to the arbitration shall keep the arbitration confidential and not disclose to any person, other than on a need to basis or to legal advisors, unless required to do so by law. The decision of the arbitrator shall be final and binding on all the Parties hereto Subject to other provisions in this Clause, courts in New Delhi shall have exclusive jurisdiction over all issues arising out of these Terms or the use of the Services.
14.4 Severability: If any provision of the Terms is invalid under any applicable statute or rule of law, it is to that extent to be deemed omitted and all other terms and provisions of the Terms shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any Party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the Parties shall negotiate in good faith to modify the Terms so as to effectuate the original intent of the Parties as closely as possible in an acceptable manner in order that the transactions contemplated hereby are consummated as originally contemplated to the greatest extent possible.
14.5 Waiver: A waiver by either Party of any terms or conditions of the Terms in any instance shall not be deemed or construed to be a waiver of such term or condition for the future, or of any subsequent breach thereof. All remedies, rights, undertakings, obligations and agreements contained in the Terms shall be cumulative, and none of them shall be in limitation of any other remedy, right, undertaking, obligation or agreement of either Party.
14.6 Relationship of Parties: The Parties are not employees, agents, partners or joint venturers of each other. You shall not have the right to enter into any agreement on behalf of the Company.
14.7 Entire Terms: The entire understanding between the Parties hereto relating to the subject matter hereof is contained herein and the Parties make no warranties, representations or undertakings hereto except as expressly provided herein.
14.8 Assignment: Notwithstanding anything contained herein, you agree and covenant that the Company may, at its sole discretion, be entitled to assign its rights and obligations under this Terms to any of its affiliates or to any entity, and in such case, such affiliate or entity shall be entitled to enforce these Terms.
14.9 Survival: Notwithstanding any termination, cancellation or expiration of the Terms, the provisions hereof that are intended to continue and survive, shall continue and survive.
14.10 Expenses: Except as otherwise specified in the Terms, all costs and expenses, including fees and disbursements of counsel, financial advisors and accountants, incurred in connection with the Terms and the transactions contemplated in the Terms shall be paid by the Party incurring such costs and expenses.
14.11 Force Majeure: Neither Party shall be liable for a failure or delay in performing any of its obligations under the Terms if, but only to the extent that, such failure or delay is due to causes beyond the reasonable control of the affected party, including, but not limited to (1) acts of God; (2) fire or explosion (except to the extent caused by the negligence or willful misconduct of the affected party); (3) unusually severe weather; (4) war, invasion, riot, or other civil unrest; (5) governmental laws, orders, restrictions, actions, embargoes, or blockages; (6) national or regional emergency; and (7) injunctions, strikes, lockouts, labor trouble, or other industrial disturbances; provided that the party affected shall promptly notify the other of the force majeure condition and shall exert reasonable efforts to eliminate, cure, or overcome any such causes and to resume performance of its obligations as soon as practicable.
14.12 Maintenance of Records: You shall maintain the records independently of the Platform (by way physical copies et cetera) and the Company reserves the right to seek copies of such records for their own use including record keeping. You acknowledge and agree that Company shall have the right to retain your information for as long as it deems fit and to be in compliance with applicable provisions of the law.
14.13 Fees: The Company reserves the right to charge fee for the Services and non-payment may result in denial of Services.
14.14 Contact Us: If there are any questions or grievances or complaints regarding these Terms, you may contact us at the address given below:
Name: Aditya Kumar
Address: 23,24 AMR Tech Park, Block 1,First Floor, Hosur Main Road, Hongasandra, Bangalore, Karnataka PIN:560068
15. General terms for making online payments:
The below terms would apply to you in case you opt to make any payments due and payable in connection with the Services offered by Cleartax from time to time:
15.1 To use the services of the online payment gateway/ payment aggregator service provider, the User shall disclose the exact business category and/or the business sub-category for which it will be using the payment gateway/payment aggregator services. If the User uses the payment gateway/payment aggregator services for any other purpose, the User understands and acknowledges that it shall notify the payment gateway/ payment aggregator service provider and the Company in writing of such change and such change shall be subject to the approval of the payment gateway/ payment aggregator service provider who may include other terms and conditions as it may deem fit.
15.2 In the event You are using any of the Services on the Platform, you agree to provide the Company, as and when necessary, the KYC Documents and other documents requested, including registrations with tax authorities, memorandum of association, certificate of incorporation, partnership deed, powers of attorney, etc., and/or any other documents as required under the guidelines, rules and/or regulations issued by the Government of Saudi Arabia, and any other regulatory authorities set up under any applicable laws (“Regulatory Authorities”). The User also expressly consents to the Company forwarding such documents to the Regulatory Authorities or other authorized third parties.
15.3 The User shall indemnify the Company from and against all losses and damages suspicion in case User engages in any fraudulent, illegal or doubtful payment transactions, online selling of banned items under applicable laws, such as:
(a) Adult goods and services which includes pornography and other sexually suggestive materials (including literature, imagery and other media); escort or prostitution services;
(b) Body parts which includes organs or other body parts;
(c) Child pornography which includes pornographic materials involving minors;
(d) Copyright unlocking devices which includes Mod chips or other devices designed to circumvent copyright protection;
(e) Copyrighted media which includes unauthorized copies of books, music, movies, and other licensed or protected materials; Copyright infringing merchandise;
(f) Copyrighted software which includes unauthorized copies of software, video games and other licensed or protected materials, including OEM or bundled software
(g) Products labeled as "tester," "not for retail sale," or "not intended for resale";
(h) Counterfeit and unauthorized goods which includes replicas or imitations of designer goods; items without a celebrity endorsement that would normally require such an association; fake autographs, counterfeit stamps, and other potentially unauthorized goods;
(i) Products that have been altered to change the product's performance, safety specifications, or indications of use;
(j) Drugs and drug paraphernalia which includes hallucinogenic substances, illegal drugs and drug accessories, including herbal drugs like salvia and magic mushrooms;
(k) Drug test circumvention aids which includes drug cleansing shakes, urine test additives, and related items;
(l) Endangered species which includes plants, animals or other organisms (including product derivatives) in danger of extinction;
(m) Government IDs or documents which includes fake IDs, passports, diplomas, and noble titles;(n) Hacking and cracking materials which includes manuals, how-to guides, information, or equipment enabling illegal access to software, servers, websites, or other protected property;
(o) Illegal goods which includes materials, products, or information promoting illegal goods or enabling illegal acts;
(p) Offensive goods which includes literature, products or other materials that: a) Defame or slander any person or groups of people based on race, ethnicity, national origin, religion, sex, or other factors b) Encourage or incite violent acts c) Promote intolerance or hatred;
(q) Offensive goods, crime which includes crime scene photos or items, such as personal belongings, associated with criminals;
(r) Pyrotechnic devices (apart from the ones mentioned in the Restricted category), hazardous materials and radioactive materials and substances;
(s) Weapons which includes firearms, ammunition, knives, brass knuckles, gun parts, and other armaments;
(t) Any product or service which is not in compliance with all applicable laws and regulations whether federal, state, local or international;
(u) Merchant who deal in websites depicting violence and extreme sexual violence; or
15.4 The User acknowledges the Company and the payment gateway/ payment aggregator service provider reserves the right to limit or restrict any transaction size, amount and/or monthly volume at any time. For the purpose of clarity, such limitations or restrictions may be imposed for the following reasons including but not limited to limits/restrictions on the number of purchases which may be charged on the User’s account during any time period, rejection of payment in respect transactions with a prior history of questionable charges, unusual monetary value of transaction, etc. Further, as a security measure, the Company and/ or the payment gateway/ payment aggregator service provider may at its sole discretion block any account numbers or transactions from any specific blocked or blacklisted accounts, group of internet protocol addresses, devices, geographic locations and / or any such risk mitigation measures it wishes to undertake.
15.5 The User hereby agrees and acknowledges that the User shall be solely responsible and liable to pay all relevant taxes pursuant to usage of the payment gateway/ payment aggregator services.
15.6 Notwithstanding anything contained in these Terms, the User hereby irrevocably and unconditionally confirms and agree that that the payment gateway/ payment aggregator service provider and Regulatory Authorities reserve the right to reject payments with respect to any transaction for reasons including but not limited to unlawful, unenforceable, doubtful or erroneous transactions, chargebacks, refund, fraud, suspicious activities, authentication and authorization issues, overpayment made due to mathematical errors or otherwise, penalties incurred, transaction related issues, issues in relation to where the transactions were not made in accordance with the requirements of payment gateway/ payment aggregator service provider and/ or the Regulatory Authorities.
15.7 The User agrees to comply with all applicable rules, guidelines, instructions, requestsand actions, etc. made by the payment gateway/ payment aggregator service provider and/or the Regulatory Authorities. The User further acknowledges that the payment gateway/ payment aggregator service provider and/or the Regulatory Authorities may also put limitations and restrictions on the User, at its sole discretion from time to time. In addition, the payment gateway/ payment aggregator service provider and the Company has the right to reverse/reject payments, suspend and/or terminate services, make inspections or inquiries in relation to the transaction, etc. In the event any fines, penalties or other amounts are levied by the payment gateway/ payment aggregator service provider and/or the Regulatory Authorities on the Company, then without prejudice to Company’s other rights under law, the User shall forthwith reimburse the Company an amount equal to the fines, penalties or other amount so levied or demanded.
15.8 The User agrees and expressly consents to provide the Company any documentary evidence as may be required in relation to any disputes relating to rejection/ termination of transactions included any explanatory statements is support of such disputes.
15.9 The User expressly consents and agrees to (a) the Company maintaining records in relation to the User’s transactions; and (b) maintaining records by itself in relation to the User’s transactions, for the purposes of inspection by the payment gateway/ payment aggregator service provider, and/or the Regulatory Authorities.
15.10 The User agrees to indemnify the Company in respect of any claims, disputes, penalties, costs and expenses arising directly or indirectly in relation to refunds or chargebacks for all payment transactions initiated by the User on the Platform. In event of rejection of any payment by any payment gateway/ payment aggregator service provider and/or Regulatory Authorities and the Company shall be not responsible to collect the payment from such payment gateway/ payment aggregator service provider or bank directly and in any case shall also not have any responsibility or liability in this regard.
15.11 The Users agree to comply with the KYC rules and regulations set out by the Regulatory Authorities and shall comply with the provisions of anti-money laundering laws, anti-bribery and anti-corruption as adopted by Kingdom of Saudi Arabia, United States of America, Office of Assets of Control, United Kingdom and United Nations.
15.12 The User agrees and understands that the Company and the online payment gateway service provider reserves the right to suspend the Payment gateway/payment aggregator services to the User until such time that the User does not discontinue selling such banned/illegal products or does not conform to all applicable laws and regulations in force from time to time.
15.13 Registration of the User
15.3.1 Access to Cleartax Services will be granted by the Company only to the Registered User once the User has enrolled for the E-invoicing Services of Cleartax.
15.3.2 User shall provide the required details and the documents for the purpose of the registration including:
(a) A valid email address has to be provided and a password has to be created.
(b) Government approved identification documents
(c) Mobile Number
(d) Know-Your-Client (“KYC”) details (as required for provision of services)
(e) Bank Account Details
(f) Address proof
(g) Photograph of authorized signatories of the entity
15.3.3 The above provided information/details shall be uploaded by the User in soft copy form on the Platform at the time of enrolment. Once the information is received by the Company, and upon completion of the attestation requirements (if applicable), the documents shall be provided to the concerned regulatory authority for the purpose of opening an Account with the Company for the transaction to be made by the User.
15.3.4 During the registration process, the User will be prompted to sign on the mobile screen. The Platform will capture the signature of the User and will utilize only for the purpose of completing the registration formalities – namely, KYC form, and other details as may be applicable from time to time.
15.3.7 Notices/Correspondence: Any notice or other correspondence addressed by the Company to the Registered User may/shall be addressed to the address provided by the Users at the time of enrollment. If according to the Registered User, there is any discrepancy in the details of transaction, it shall be the responsibility of the User to intimate the same to the Company within 7 (seven) working days of receiving notice thereof, failing which such transaction, statement or account (as the case may be) shall be deemed to be correct and accepted by user and users shall not be entitled to question the correctness or accuracy thereof.
15.3.8 Termination of Cleartax Services: The Company may terminate the Services provided at any time in case of breach of the Terms (including these terms) provided that the Registered User shall not be relieved of obligations hereunder notwithstanding such termination incurred prior to the date on which such termination shall become effective.