01  Definitions

For the purposes of these Terms, the following words shall carry the meanings ascribed below:

"Service" / "Platform" means the cloud-hosted, SaaS-delivered ERP software and all associated modules, APIs, mobile apps, and documentation provided by the Company.

"Customer Data" means all data, files, records, and information submitted, uploaded, or generated by you or your Authorised Users through the Service.

"Authorised Users" means employees, contractors, or agents of the Customer who are permitted to access the Platform under the subscription.

"Subscription Plan" means the tier of service (e.g., Starter, Growth, Enterprise) selected by the Customer with the associated feature set and usage limits.

"Personal Data" has the meaning ascribed to it under the Digital Personal Data Protection Act, 2023 (India) and/or the GDPR as applicable.

"Sensitive Personal Data or Information (SPDI)" has the meaning as defined under Section 43A and the IT (SPDI) Rules, 2011.

"Processing" means any operation performed on Personal Data, including collection, storage, use, disclosure, transfer, or erasure.

"Third-Party Services" means external software, APIs, payment gateways, or hardware not owned or operated by the Company.

"Uptime" means the monthly percentage of time the Platform is available and accessible to Customers, excluding scheduled maintenance.

"Intellectual Property Rights" means all patents, copyrights, trademarks, trade secrets, database rights, and other proprietary rights anywhere in the world.

"Confidential Information" means all non-public information disclosed by either party that is designated as confidential or ought reasonably to be treated as confidential.

02  Acceptance & Eligibility

[IT Act 2000 §10-A]  [Indian Contract Act 1872]  [UNCITRAL Model Law]

By clicking "I Agree," "Accept," or "Sign Up," or by otherwise accessing or using the Service, you:

• Represent that you are at least 18 years of age and possess the legal capacity to enter into binding contracts under applicable law.
• If accepting on behalf of an organisation, represent that you have the authority to bind that organisation to these Terms, and the term "you" shall refer to that organisation.
• Acknowledge that electronic acceptance under Section 10-A of the Information Technology Act, 2000 constitutes a valid and enforceable contract.
• Confirm that use of the Service does not violate any applicable law or regulation in your jurisdiction.

Electronic Contracts: These Terms are executed electronically and are fully valid under the IT Act, 2000 (India) and the Indian Contract Act, 1872. The "click-wrap" acceptance is treated as a signed agreement.

03  Account Registration & Self-Onboarding

[IT Act 2000 §43A]  [ISO/IEC 27001]

Our platform supports fully online, self-service onboarding. You agree to:

• Provide accurate, current, and complete information during registration, including your legal business name, GSTIN (if applicable), registered address, and authorised contact.
• Maintain and promptly update your account information to ensure it remains accurate.
• Keep your login credentials confidential and not share them with unauthorised persons.
• Be solely responsible for all activities that occur under your account, whether or not you have authorised them.
• Immediately notify the Company at support@musterp.com of any suspected unauthorised access or security breach.
• Not create accounts for the purpose of reselling access or circumventing subscription limits.

The Company reserves the right to verify your identity and business details and to suspend or refuse account creation at its sole discretion, including in cases where the information provided appears false or fraudulent.

04  Subscription, Billing & Payment

[GST Act 2017]  [RBI PG Guidelines]  [PCI-DSS]

4.1 Subscription Plans

The Service is offered on a subscription basis as per the plan selected at the time of registration. All features and usage limits are as described on the pricing page at the time of purchase. The Company reserves the right to modify plan offerings with reasonable notice.

4.2 Fees & Payment

• All fees are payable in advance (monthly or annually) and are non-refundable except as expressly stated herein.
• All prices are exclusive of applicable taxes. GST (Goods and Services Tax) under the CGST/IGST Act, 2017, or equivalent taxes will be charged as applicable.
• Payment shall be processed through our authorised payment gateway partners compliant with RBI guidelines and PCI-DSS standards. The Company does not store card details on its servers.
• In case of failed payment, the Company will retry the payment and send notifications. If payment is not received within 7 (seven) days of the due date, the Company may suspend your access to the Service.

4.3 Auto-Renewal

Subscriptions are set to auto-renew at the end of each billing period at the then-current rates unless cancelled by you at least 3 (three) business days before the renewal date via your account settings.

4.4 Refund Policy

• Eligible for Refund: Verified platform-wide downtime exceeding committed SLA thresholds; billing errors caused by Company systems; charges after confirmed cancellation.
• Not Eligible for Refund: Partial-period cancellations; failure to use the Service; third-party service failures; issues caused by Customer's systems or data.

4.5 Price Changes

The Company will provide at least 30 (thirty) days' written notice of any price changes. Continued use of the Service after the effective date of a price change constitutes acceptance of the new pricing.

05  License Grant & Restrictions

[Copyright Act 1957]  [TRIPS Agreement]

Subject to your compliance with these Terms and timely payment of fees, the Company grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Service solely for your internal business operations during the Subscription Term.

You shall not, directly or indirectly:

• Copy, modify, translate, adapt, or create derivative works of the Service or any part thereof.
• Reverse engineer, decompile, disassemble, or attempt to derive the source code of the Service.
• Sublicense, sell, resell, transfer, assign, or commercially exploit the Service without written consent.
• Remove or alter any proprietary notices, labels, or marks on the Service.
• Use the Service to build a competing product or service.
• Access the Service by means other than through interfaces authorised by the Company.
• Circumvent or disable any security or access control features of the Service.

06  Access Control & User Management

The Service provides role-based access control (RBAC) features. You are solely responsible for:

• Assigning appropriate roles and permissions to Authorised Users within your organisation, commensurate with their job function and the principle of least privilege.
• Promptly revoking access for any user upon termination of employment, change in role, or any other event that warrants revocation.
• All actions and omissions of your Authorised Users, including any breach of these Terms.
• Ensuring that the number of Authorised Users does not exceed the limit specified in your Subscription Plan.
• Multi-factor authentication (MFA) configuration is strongly recommended; the Company shall not be liable for unauthorised access resulting from failure to enable MFA.

6.1 Credential Sharing Prohibition

Each user account must be used exclusively by the individual Authorised User to whom it is assigned. Generic, shared, or pooled login accounts are expressly prohibited. You are fully liable for all activities conducted under any user account within your organisation, whether or not you authorised the specific action. The Company shall not be responsible for any unauthorised access, data exposure, or loss resulting from credential sharing by you or your Authorised Users.

6.2 Session Management & Timeout

The Platform enforces automatic session timeout after a period of inactivity in accordance with our security policy. You are responsible for ensuring that Authorised Users log out of active sessions on shared, public, or unattended devices. The Company is not liable for any unauthorised access to Customer Data resulting from an unattended, active session left open on a Customer-controlled device or network. You are strongly advised to configure shorter session timeout periods for users with elevated access privileges through your account security settings.

Critical Reminder: Failure to revoke access for departed employees or to enforce unique credentials per user are the leading causes of insider-threat breaches. These obligations rest entirely with you under Section 43A of the IT Act, 2000.

07  Data Ownership & Privacy

[DPDP Act 2023]  [IT (SPDI) Rules 2011]  [GDPR (EU) 2016/679]  [CCPA (California)]

7.1 Customer Data Ownership

As between the parties, you retain all right, title, and interest in and to your Customer Data. The Company claims no ownership over Customer Data and shall not use it for any purpose other than providing, maintaining, and improving the Service as described herein and in our Privacy Policy.

7.2 License to Process Customer Data

You grant the Company a limited, non-exclusive, worldwide license to access, process, store, and transmit Customer Data solely for the purpose of providing the Service and as otherwise permitted under these Terms and our Privacy Policy.

7.3 Personal Data Processing

The Company processes Personal Data as a Data Processor (or "Data Fiduciary" under the DPDP Act, 2023) on your behalf. Processing of Personal Data is governed by our Data Processing Agreement (DPA) and Privacy Policy, which form an integral part of these Terms.

• You, as the data controller/significant data fiduciary, are responsible for obtaining lawful consent from data subjects whose Personal Data you upload to the Platform.
• You warrant that all Personal Data provided to us is collected lawfully and that its processing in accordance with these Terms will not violate applicable data protection laws.
• You shall honour data subject rights (access, correction, erasure, portability, objection) and may use the Service's built-in tools or contact us to assist in fulfilling such requests.

7.4 Receipt Parsing & Human Review

To ensure accuracy of extracted data, receipts and documents submitted via the Platform may be subject to automated processing and, where necessary, limited human review by our personnel who are bound by strict confidentiality obligations.

08  Data Security & Breach Notification

[IT Act 2000 §43A, §72A]  [CERT-In Directions 2022]  [GDPR Art. 33-34]  [ISO/IEC 27001]

8.1 Company's Security Obligations

The Company implements and maintains commercially reasonable technical, organisational, and administrative security measures to protect Customer Data from unauthorised access, disclosure, alteration, or destruction, including:

• Encryption of data in transit (TLS 1.2 or higher) and at rest (AES-256 or equivalent).
• Regular security audits, penetration testing, and vulnerability assessments.
• Access controls, audit logging, and intrusion detection systems.
• Employee background checks and confidentiality training.
• Business continuity and disaster recovery procedures with defined Recovery Point Objectives (RPO) and Recovery Time Objectives (RTO).

8.2 Breach Notification

In the event of a confirmed personal data breach affecting Customer Data, the Company shall:

• Notify you within 72 hours of becoming aware of the breach (in compliance with GDPR Art. 33 and CERT-In Directions, 2022).
• Provide details of the nature, scope, and likely consequences of the breach.
• Describe the measures taken or proposed to address the breach and mitigate its effects.

Customer Responsibility: You are responsible for implementing adequate security measures on your end, including securing user credentials, devices, and network access. The Company is not liable for breaches attributable to your failure to maintain adequate security controls.

8B  Support Staff Access to Customer Data

[IT Act 2000 §72 & §72A]  [DPDP Act 2023]  [GDPR Art. 28]

You acknowledge and expressly consent that authorised personnel of the Company may access your Customer Data in a limited, controlled, and logged manner under the following circumstances only:

• Support Requests: When you raise a support ticket or explicitly request technical assistance, our engineers may access the relevant portions of your account or data solely to diagnose and resolve the reported issue.
• Platform Security: To investigate, contain, or remediate a confirmed or suspected security incident, data breach, or system vulnerability affecting the Platform or Customer Data.
• Legal Obligation: Where required by a court order, government directive, or applicable law, including orders from CERT-In, law enforcement agencies, or other competent authorities.
• Service Integrity: To prevent or address violations of our Acceptable Use Policy or these Terms that may harm other customers or the Platform.

All internal access to Customer Data is subject to: (i) role-based access controls limiting access to authorised personnel only; (ii) comprehensive audit logging of every access event; (iii) strict confidentiality obligations binding on all Company employees and contractors; and (iv) regular access reviews and background verification of personnel.

The Company shall not access, use, or disclose Customer Data for any purpose beyond those listed above, including for marketing, profiling, or commercial exploitation. Anonymised or aggregated data derived from Customer Data may be used by the Company solely to improve the Platform's features, performance, and security, provided that such data cannot be re-identified to you or any individual.

09  Data Localisation (India)

[DPDP Act 2023]  [RBI Circular on Payment Data]  [SEBI Cloud Framework]

The Company operates primary data centres located within the territory of India for Customers incorporated or operating primarily in India, in compliance with applicable data localisation requirements.

• Payment Data: All payment instrument data (card details, UPI handles, bank account numbers) is stored and processed exclusively within India, in compliance with RBI guidelines on payment data localisation.
• Cross-Border Transfers: Customer Data may be transferred outside India only (i) with your explicit consent, (ii) for the purpose of providing the Service, or (iii) as required by law. Any such transfer will be subject to adequate safeguards (Standard Contractual Clauses or equivalent mechanisms).
• SEBI-Regulated Entities: Customers who are entities regulated by SEBI must inform the Company of their regulatory status to ensure compliance with the SEBI Circular on Cloud Adoption Framework.
• Health Data: Sensitive health-related Personal Data, if processed through the Platform, shall be stored exclusively in India unless otherwise consented to in writing.

10  Intellectual Property Rights

[Copyright Act 1957]  [Patents Act 1970]  [Trade Marks Act 1999]  [TRIPS Agreement]

The Company and/or its licensors own all Intellectual Property Rights in and to the Service, including but not limited to the software, source code, object code, database schemas, user interface designs, algorithms, documentation, and trademarks.

Nothing in these Terms transfers any IP rights to you. The limited license granted in Section 5 does not include any rights to patents, trademarks, or other IP rights of the Company.

You grant the Company a limited, non-exclusive license to use your trademarks, logos, and brand identifiers solely for the purpose of providing the Service and, if separately agreed, for marketing and case study purposes.

If you submit feedback, suggestions, or ideas regarding the Service ("Feedback"), you grant the Company a perpetual, irrevocable, royalty-free license to use such Feedback without restriction or compensation.

11  Online Store & E-Commerce Module

[Consumer Protection Act 2019]  [E-Commerce Rules 2020]  [EU E-Commerce Directive]

11.1 Customer Responsibilities

Where the Service includes an online storefront or e-commerce feature, you are solely responsible for:

• All content published on your storefront, including product descriptions, images, pricing, and policies.
• Ensuring that all product listings comply with applicable laws, including the Legal Metrology (Packaged Commodities) Rules, Consumer Protection (E-Commerce) Rules, 2020, and the Food Safety and Standards Act (where applicable).
• Order fulfilment, returns, refunds, and customer service in compliance with applicable consumer protection laws.
• Publishing legally required disclosures including return/refund policies, seller details, and grievance redressal mechanisms as mandated by Indian e-commerce regulations.
• Charging and remitting applicable GST on transactions.

The Company is not a party to transactions between you and your customers and assumes no liability for disputes, claims, or losses arising therefrom.

11.2 Prohibited Goods & Services

You must not use the online store feature to sell or promote goods and services that are illegal, regulated without proper licence, or otherwise prohibited under our Prohibited Goods & Services Policy. Violation may result in immediate suspension.

11.3 Content Images

Thematic and stock images provided within the platform for storefront design are licensed for use solely within the platform. You must obtain separate licences before using such images in other media.

12  Payroll Module

[Payment of Wages Act 1936]  [EPF & MP Act 1952]  [Income Tax Act 1961]  [ILO Conventions]

The Payroll module is a software tool only. The Company does not provide payroll processing, legal, tax, or accounting services.

• You are solely responsible for the accuracy and completeness of all payroll data, employee records, tax declarations, and statutory forms uploaded to the Platform.
• You are responsible for ensuring compliance with applicable employment laws, including but not limited to the Payment of Wages Act, Employees' Provident Funds and Miscellaneous Provisions Act, Employee State Insurance Act, Professional Tax laws, and applicable state labour laws.
• TDS calculations, Form 16 generation, and PF/ESI filings produced by the module are outputs based on the data you provide and should be verified by a qualified professional before submission to authorities.
• The Company shall not be liable for penalties, interest, or losses arising from incorrect payroll data or non-compliance with statutory obligations.

You acknowledge that information in the payroll module does not constitute legal, tax, or accounting advice.

13  API Usage, Limits & Deprecation

[IT Act 2000 §43]  [OWASP API Security]

13.1 API Access

Access to the Company's API requires technical expertise. You are responsible for ensuring that integrations are built and maintained by competent technical personnel. The Company is not liable for data loss or corruption caused by defective third-party integrations.

13.2 Permitted Use

• APIs may only be used as documented. Accessing undocumented or unexposed API endpoints is prohibited.
• API keys are confidential and must not be exposed in client-side code or public repositories.
• Automated scraping, denial-of-service attacks, or any use that degrades platform performance is strictly prohibited.

13.3 Usage Limits

The Company prescribes API rate limits (calls per minute/day, payload size, bandwidth) based on your Subscription Plan. Exceeding these limits may result in throttling or temporary suspension of API access.

13.4 API Deprecation

When the Company decides to deprecate an API version, it shall:

• Publish a deprecation notice at least 6 (six) months in advance.
• Use commercially reasonable efforts to support the deprecated version during the deprecation period.
• Provide documentation and migration guidance for transitioning to the new version.

The Company may cease support immediately if required by law, if continued support poses a security risk, or if you are in material breach of these Terms.

14  Third-Party Integrations & Hardware

The Service may integrate with or support Third-Party Services and hardware peripherals (e.g., barcode scanners, printers, payment terminals, weighing machines). You acknowledge and agree that:

• The Company does not endorse, warrant, or assume liability for any Third-Party Services or hardware.
• You are solely responsible for procuring, configuring, maintaining, and ensuring the compatibility of Third-Party Hardware with the Platform on an ongoing basis.
• Your use of Third-Party Services is subject to the respective third party's terms of service and privacy policies.
• The Company is not obligated to modify the Platform to achieve or maintain compatibility with Third-Party Hardware or Services.
• Integration of third-party payment gateways must comply with applicable RBI and PCI-DSS requirements.

15  Email & Anti-Spam Policy

[IT Act 2000]  [TRAI Regulations]  [CAN-SPAM Act (US)]  [CASL (Canada)]  [GDPR Marketing Rules]

The Service may allow you to send transactional and marketing emails to your contacts. You agree to use this feature solely for legitimate business purposes and in compliance with all applicable anti-spam laws.

• You may only send emails to recipients who have provided explicit consent as required under applicable law.
• All marketing emails must include a functional unsubscribe mechanism and your correct physical address.
• Bounce rates exceeding platform thresholds will result in restriction of email-sending features.
• The Company reserves the right to monitor email traffic using automated tools to detect spam, abuse, or policy violations and to suspend or terminate email features accordingly.
• You shall comply with TRAI's Telecom Commercial Communications Customer Preference Regulations for SMS communications sent through or in conjunction with the Platform.

16  Prohibited Activities

[IT Act 2000 §66–§74]  [IPC / BNS]  [CFAA (US)]

You shall not use the Service for any unlawful, harmful, or malicious purpose, including but not limited to:

• Uploading, transmitting, or storing data that is illegal, defamatory, obscene, or infringes upon third-party rights.
• Conducting phishing, fraud, money laundering, or any other financial crime.
• Circumventing or attempting to circumvent technical security measures of the Platform.
• Introducing viruses, malware, ransomware, or any code designed to disrupt, damage, or gain unauthorised access.
• Misrepresenting your identity or impersonating any person or entity.
• Using the Service for processing transactions related to unlawful gambling, terrorism financing, narcotic substances, or activities prohibited under the Foreign Exchange Management Act (FEMA).
• Violating any applicable sanctions or export control laws, including those administered by OFAC (US), EU, UN, or the Ministry of External Affairs (India).
• Scraping, data mining, or harvesting data from the Platform without authorisation.

Violations of this section may result in immediate account suspension, permanent termination, and referral to law enforcement authorities as required under the IT Act, 2000 or the Bharatiya Nyaya Sanhita (BNS), 2023.

17  Uptime, SLA & Scheduled Maintenance

Plan	Monthly Uptime SLA	Support Response	Service Credit
Starter	99.5%	24 hours (email)	5% of monthly fee per 1% below SLA
Growth	99.7%	8 hours (email + chat)	10% of monthly fee per 1% below SLA
Enterprise	99.9%	2 hours (dedicated)	15% of monthly fee per 1% below SLA

 

17.1 Downtime Measurement Methodology

"Downtime" means the total accumulated minutes in a calendar month during which the core Platform is completely unavailable to all users, as determined by the Company's infrastructure monitoring systems. The following precision rules apply:

• A downtime incident is deemed to commence when three (3) or more consecutive automated health checks from the Company's monitoring service fail simultaneously across at least two independent monitoring nodes.
• A downtime incident is deemed to end when three (3) or more consecutive automated health checks succeed across the same monitoring nodes.
• Downtime is measured and reported exclusively using the Company's monitoring infrastructure. The Company's status page at [status.yourcompany.com] is the authoritative record of downtime events and shall be the sole evidentiary basis for SLA credit calculations.

Degraded performance (slower response times, partial feature unavailability) that does not constitute a complete platform outage does not count as Downtime for SLA purposes, though the Company will use reasonable efforts to resolve such issues.

17.2 Excluded Periods

The following periods are expressly excluded from Downtime calculations and do not count against SLA commitments:

• Scheduled maintenance windows communicated at least 48 hours in advance via email and/or the status page.
• Emergency maintenance performed to address critical security vulnerabilities or imminent data loss risks (notification within 2 hours of commencement).
• Outages or degradation caused by Force Majeure Events as defined in Section 23, including outages attributable to third-party cloud infrastructure providers (including but not limited to AWS, Microsoft Azure, and Google Cloud Platform) or internet backbone providers beyond the Company's control.
• Outages caused by actions or omissions of the Customer, including misconfigured integrations, API abuse, or exceeding usage limits.
• Outages affecting only individual user accounts due to account-level issues (e.g., suspended accounts, expired subscriptions, incorrect credentials).
• Beta features or preview modules not listed in the Customer's active Subscription Plan.

17.3 Service Credit Claim Procedure

Service credits are the sole and exclusive remedy for Downtime and are subject to the following claim process:

• Credits must be claimed by submitting a written request via the Company's support portal within 15 (fifteen) calendar days of the end of the affected billing month.
• The claim must include: (i) the date(s) and duration of the alleged downtime; (ii) a description of the impact experienced; and (iii) a support ticket reference number if one was raised during the incident.
• The Company will evaluate the claim against its monitoring records within 10 business days and notify you of the outcome. Approved credits will be applied to the subsequent invoice; they are non-cashable and non-transferable.
• Credits are forfeited if your account has any outstanding unpaid invoices at the time of the claim.
• The maximum aggregate service credit in any calendar month shall not exceed 30% of the monthly subscription fee for that month.

Sole Remedy: Service credits as described above are your sole and exclusive financial remedy for any Downtime, SLA failure, or service interruption. The Company shall have no other liability, monetary or otherwise, for service unavailability beyond the credit mechanism stated herein.

18  Disclaimers & Limitation of Liability

[Consumer Protection Act 2019]  [UCC §2-316 (US)]

18.1 Disclaimer of Warranties

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, OR UNINTERRUPTED, ERROR-FREE OPERATION. THE COMPANY DOES NOT WARRANT THAT THE SERVICE WILL MEET ALL YOUR REQUIREMENTS OR THAT IT WILL BE COMPATIBLE WITH YOUR SYSTEMS.

18.2 Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW:

• IN NO EVENT SHALL THE COMPANY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, REVENUE, DATA, OR BUSINESS OPPORTUNITY, ARISING OUT OF OR RELATED TO THESE TERMS OR THE USE OF THE SERVICE.
• THE COMPANY'S TOTAL AGGREGATE LIABILITY FOR ANY CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS SHALL NOT EXCEED THE FEES PAID BY YOU IN THE 3 (THREE) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
• THE LIMITATIONS ABOVE SHALL APPLY REGARDLESS OF THE FORM OF ACTION AND WHETHER THE COMPANY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Note for Indian Consumers: Nothing in this Section shall limit the Company's liability for fraud, willful misconduct, death or personal injury caused by negligence, or any liability that cannot be excluded or limited under the Consumer Protection Act, 2019 or other applicable Indian law.

19  Indemnification

You agree to defend, indemnify, and hold harmless the Company, its officers, directors, employees, agents, and successors from and against any claims, damages, losses, penalties, fines, or expenses (including reasonable legal fees) arising out of or relating to:

• Your use of the Service in violation of these Terms or applicable law.
• Your Customer Data, including any claim that such data infringes the rights of a third party or violates applicable data protection laws.
• Your products and services sold through the online store module.
• Your payroll, tax, or compliance obligations.
• Any third-party integration or hardware you have deployed in connection with the Service.
• Any breach of representations or warranties made by you under these Terms.

20  Term & Termination

20.1 Term

These Terms commence on the date you register for the Service and continue until terminated in accordance with this Section.

20.2 Termination by You

You may terminate your subscription at any time by providing written notice via your account settings or by emailing support@musterp.com. Termination is effective at the end of the then-current billing period. Fees paid for the current period are non-refundable.

20.3 Termination by Company

The Company may suspend or terminate your account immediately upon notice if you:

• Materially breach any provision of these Terms and fail to cure such breach within 15 days of written notice.
• Fail to pay fees within 7 days of the due date.
• Become insolvent, make an assignment for the benefit of creditors, or become subject to insolvency proceedings.
• Use the Service for fraudulent, illegal, or abusive purposes.

20.4 Effect of Termination

• Upon termination, all licenses granted herein shall immediately cease.
• Customer Data will be available for download for 30 (thirty) days following termination. After this period, the Company may permanently delete all Customer Data. You are solely responsible for exporting your data before the retention period expires.
• Sections relating to IP rights, data ownership, confidentiality, disclaimers, limitation of liability, indemnification, and dispute resolution shall survive termination.

21  Dispute Resolution & Arbitration

[Arbitration & Conciliation Act 1996]  [Consumer Protection Act 2019]  [UNCITRAL Rules]

21.1 Informal Resolution

Before initiating any formal dispute proceedings, the parties agree to attempt good-faith resolution through direct negotiation for a period of 30 (thirty) days from the date of written notice of the dispute.

21.2 Arbitration

If a dispute is not resolved informally, it shall be referred to and finally resolved by binding arbitration in accordance with the Arbitration and Conciliation Act, 1996 (India). The seat and venue of arbitration shall be Nagpur, India. The arbitration shall be conducted by a single arbitrator mutually agreed upon by the parties, or if no agreement is reached within 15 days, appointed by [designated institution]. The proceedings shall be conducted in English.

21.3 Consumer Disputes

Nothing in this Section prevents an individual consumer from approaching the appropriate Consumer Disputes Redressal Commission under the Consumer Protection Act, 2019, where applicable.

21.4 Class Action Waiver

YOU AGREE THAT CLAIMS MUST BE BROUGHT INDIVIDUALLY AND NOT AS A CLASS ACTION, REPRESENTATIVE ACTION, OR CONSOLIDATED PROCEEDING, TO THE EXTENT PERMITTED BY APPLICABLE LAW.

22  Governing Law

These Terms shall be governed by and construed in accordance with the laws of the Republic of India, without regard to conflict-of-law principles.

Subject to the arbitration clause in Section 21, the courts of [City, India] shall have exclusive jurisdiction over any dispute not subject to arbitration.

For Customers outside India, nothing in this Section limits any rights or remedies available to you under mandatory laws of your jurisdiction.

23  Force Majeure

Neither party shall be liable for any delay or failure in performance resulting from causes beyond their reasonable control, including acts of God, natural disasters, pandemics, war, terrorism, civil unrest, government-imposed restrictions, internet infrastructure failures, or power outages ("Force Majeure Event").

The affected party shall notify the other party within 48 hours of becoming aware of the Force Majeure Event and shall use commercially reasonable efforts to mitigate its effects. If the Force Majeure Event continues for more than 60 (sixty) days, either party may terminate the affected Services with 15 days' written notice without liability.

24  Modifications to These Terms

The Company reserves the right to modify these Terms at any time. When modifications are made:

• For material changes, the Company will provide at least 30 (thirty) days' prior notice via email and/or in-platform notification.
• For non-material changes, updates will be posted on our website with a revised "Last Updated" date.
• Your continued use of the Service after the effective date of the revised Terms constitutes acceptance of the modifications.
• If you do not agree to the modified Terms, you must discontinue use of the Service and notify us to initiate account closure.

25  General Provisions

• Entire Agreement: These Terms, together with the Privacy Policy, DPA, and any Order Form or Master Service Agreement, constitute the entire agreement between the parties and supersede all prior agreements relating to the subject matter hereof.
• Severability: If any provision of these Terms is held unenforceable, the remaining provisions shall continue in full force and effect.
• Waiver: Failure by either party to enforce any provision shall not constitute a waiver of future enforcement rights.
• Assignment: You may not assign or transfer your rights or obligations under these Terms without prior written consent. The Company may assign these Terms in connection with a merger, acquisition, or sale of all or substantially all of its assets.
• No Agency: Nothing in these Terms creates a partnership, agency, franchise, joint venture, or employment relationship between the parties.
• Notices: All formal notices shall be in writing and delivered by email with confirmation of receipt or by courier to the addresses specified in the Account or Order Form.
• Language: These Terms are executed in English. In the event of any conflict between a translated version and the English version, the English version shall prevail.
• Headings: Section headings are for convenience only and shall not affect the interpretation of these Terms.

26  Grievance Officer & Contact Information

[IT (Intermediary Guidelines) Rules 2021]  [DPDP Act 2023 §13]  [Consumer Protection Act 2019]

In compliance with the Information Technology (Intermediary Guidelines and Digital Media Ethics Code) Rules, 2021 and the Digital Personal Data Protection Act, 2023, we have designated a Grievance Officer:

Grievance Officer	Contact Details	Registered Address	Response Timelines
[Name][Designation][Your Company Name]	Email: grievance@gomoat.io. Phone: [Phone Number]Mon–Fri, 9 AM–6 PM IST	[Company Name][Full Address][City, State, PIN], India	Acknowledgement: 24 hoursResolution: 30 days(as per IT Rules, 2021)

 

Data Protection Queries: For queries related to Personal Data, data subject rights, or data breach notifications, please contact our Data Protection Officer at dpo@gomoat.io.

27  Tax & GST Calculation Disclaimer

[GST Act 2017 (CGST/IGST/SGST)]  [Income Tax Act 1961]  [TDS / TCS Provisions]  [E-Invoicing Rules (GSTN)]

The Platform includes features for computation, generation, and reporting of Goods and Services Tax (GST), Tax Deducted at Source (TDS), Tax Collected at Source (TCS), e-invoices, e-way bills, and other statutory filings (collectively, "Tax Outputs"). You expressly acknowledge and agree that:

• All Tax Outputs generated by the Platform are computed exclusively based on data entered, configured, or imported by you. The Company makes no representation or warranty, express or implied, regarding the accuracy, completeness, or correctness of any Tax Output.
• The Company is a software provider and not a tax consultant, chartered accountant, or tax authority. Nothing in the Platform or these Terms constitutes tax advice. You are solely responsible for verifying all Tax Outputs with a qualified Chartered Accountant or tax professional before submission to any authority.
• You are solely responsible for: (i) correctly configuring HSN/SAC codes, tax rates, and exemption categories; (ii) ensuring your GSTIN and counterparty GSTINs are valid and active; (iii) timely filing of all GST returns (GSTR-1, GSTR-3B, GSTR-9, etc.) and TDS returns; and (iv) reconciliation of your books with GSTN data.
• The Company shall not be liable for any tax liability, interest, penalty, notice, assessment, or prosecution initiated by the GST Council, Income Tax Department, or any other tax authority arising from incorrect, incomplete, or late Tax Outputs.
• E-invoices and e-way bills generated through the Platform are transmitted to GSTN via authorised GSPs. The Company does not guarantee GSTN acceptance, processing timelines, or the accuracy of GSTN's acknowledgement numbers.
• Tax laws and GST rates are subject to frequent amendment by the government. While the Company endeavours to update the Platform promptly to reflect such changes, the Company does not warrant that the Platform will at all times reflect the most current tax rules, and you remain responsible for independent verification.

Important: Errors in GST filings can result in penalties of up to ₹50,000 per return under the CGST Act and interest at 18% p.a. on delayed tax payments. These liabilities rest entirely with you. Always verify Platform-generated Tax Outputs with a professional before filing.

28  Financial Report & Accounting Output Disclaimer

[Companies Act 2013]  [CA Act 1949 (ICAI)]  [SEBI LODR Regulations]  [IFRS / Ind AS]  [GAAP]

The Platform may generate financial reports, statements, and accounting outputs including but not limited to Profit & Loss Statements, Balance Sheets, Trial Balances, Cash Flow Statements, Accounts Receivable/Payable Ageing Reports, inventory valuations, and management information system (MIS) reports (collectively, "Financial Outputs"). You expressly acknowledge and agree that:

• Informational Only: All Financial Outputs are informational tools generated from data entered by you. They do not constitute audited financial statements, certified accounts, or professionally prepared financial reports under the Companies Act, 2013, the Chartered Accountants Act, 1949, or applicable accounting standards (Ind AS / IFRS / GAAP).
• Not a Substitute for Professional Certification: Financial Outputs produced by the Platform must not be used as substitutes for financial statements certified or audited by a practising Chartered Accountant. You must not submit Platform-generated Financial Outputs to any statutory authority (MCA, SEBI, RBI, banks, stock exchanges) without independent professional review and certification.
• Accuracy Depends on Input Data: The accuracy of Financial Outputs is entirely dependent on the accuracy, completeness, and timeliness of data entered into the Platform by you. The Company bears no responsibility for errors in Financial Outputs caused by incorrect opening balances, miscategorised transactions, duplicate entries, or incomplete data.
• Accounting Policy Configuration: You are responsible for correctly configuring the Platform's accounting policies, chart of accounts, depreciation methods, inventory valuation methods, and other accounting parameters in accordance with the applicable accounting standards and your statutory requirements.
• No Liability for Consequential Reliance: The Company shall not be liable for any losses, penalties, regulatory action, credit decisions, investment decisions, or other adverse consequences arising from reliance on Financial Outputs by you, your auditors, your lenders, your investors, or any third party.
• Compliance Responsibility: You are solely responsible for ensuring that your financial reporting complies with the Companies Act, 2013, applicable Ind AS/AS standards, SEBI regulations (for listed entities), and any other applicable statutory requirements.

Best Practice: Financial Outputs from the Platform should be reviewed and reconciled monthly by a qualified accounting professional. All year-end financial statements submitted to statutory authorities must be independently audited.

29  Platform-Wide Data Accuracy & Input Responsibility

[IT Act 2000 §43A]  [Indian Contract Act 1872 §17]  [General Software Liability Principles]

The Platform is a software tool that processes and presents information based entirely on data you provide. The following responsibilities apply across all modules of the Platform without exception:

• Data Input Responsibility: You are solely responsible for the accuracy, completeness, legality, and timeliness of all data, records, documents, and configurations entered into or imported into the Platform by