Master Subscription and Services Agreement
Integration Services Agreement

MASTER SUBSCRIPTION AND SERVICES AGREEMENT

Last updated on August 21, 2024 - 02:30 PM

THIS MASTER SUBSCRIPTION AND SERVICES AGREEMENT GOVERNS THE CUSTOMER’S USE AND AVAILMENT OF SERVICES PROVIDED BY DEFMACRO SOFTWARE PRIVATE LIMITED (HEREINAFTER “CLEARTAX”). IT CONSTITUTES A BINDING AGREEMENT BETWEEN CLEARTAX AND THE CUSTOMER.

BY (1) EXECUTING AN ORDER FORM THAT REFERENCES THIS AGREEMENT OR (2) CLICKING A BOX INDICATING ACCEPTANCE OF THIS AGREEMENT OR (3) USING THE SERVICES, THE CUSTOMER AGREES TO THE TERMS OF THIS AGREEMENT. IF THE INDIVIDUAL ACCEPTING THIS AGREEMENT IS ACCEPTING ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, SUCH INDIVIDUAL REPRESENTS THAT THEY HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERM “CUSTOMER” SHALL REFER TO SUCH ENTITY AND ITS AFFILIATES. IF THE INDIVIDUAL ACCEPTING THIS AGREEMENT DOES NOT HAVE SUCH AUTHORITY, OR DOES NOT AGREE WITH THESE TERMS AND CONDITIONS, SUCH INDIVIDUAL MUST NOT ACCEPT THIS AGREEMENT AND SHALL NOT AVAIL THE SERVICES.

1. DEFINITIONS

1.1. Affiliate” shall mean, in relation to any person:
i. if that person is an individual, any person who is a relative of such person;
ii. and if that person (the “Subject Person”) is other than a natural person, any other person that, either directly or indirectly through one or more intermediate persons, controls, is controlled by or is under common control with the Subject Person. “Control” means the power to direct the management or policies of a person directly or indirectly, whether through the ownership of over fifty percent (50%) of the voting power of such person, or through the power to appoint over half of the members of the board of directors or similar governing body of such person or through any other arrangements.
And the words “Controls” or “Controlled by” or “Controlling” shall be construed accordingly.

1.2.“Agreement” means this Master Subscription and Services Agreement, any Order Form, addenda, exhibits and supplements thereto.

1.3. “Anti-Bribery Law” means the Indian Prevention of Corruption Act 1988 (“PCA”), the US Foreign Corrupt Practices Act of 1977 (“FCPA”) and the UK Bribery Act 2010 (“UKBA”) and shall include any Applicable Laws that relate to the bribery or corruption, in each case as amended, re-enacted or replaced from time to time.

1.4. “Applicable Law” means any law, statute, rule, regulation, order, circular, decree, directive, judgement, decision or other similar mandate of any applicable central, national, state or local governmental authority having competent jurisdiction over, or application to a party or subject matter in question.

1.5. “Assisted Services” means services in relation to tax filing management and assistance thereto.  

1.6.“Associated Person” means a Person (including any director, officer, employee, agent or other intermediary) who performs services for or on behalf of that Person or who holds shares of capital stock, partnership interests, limited liability company membership interests and units, shares, interest and other participations in that Person (in each case when performing such services or acting in such capacity).

1.7. “Customer Data” means any content, materials, documents, data and information submitted by or for the Customer including any data generated, derived, processed, stored or transmitted thereof.

1.8. “Customer” means in the case of an individual accepting this Agreement on his or her own behalf, such individual, or in the case of an individual accepting this Agreement on behalf of a company or other legal entity, the company or other legal entity for which such individual is accepting this Agreement, and Affiliates of that company or entity (for so long as they remain Affiliates). It includes users of the Services.

1.9. “Money Laundering Laws” means the Indian Prevention of Money Laundering Act, 2002 and all applicable anti-money laundering statutes of all jurisdictions, including, without limitation, Indian and U.S. anti-money laundering laws, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any governmental or regulatory agency.

1.10. “OFAC” means the Office of Foreign Assets Control of the Department of the Treasury of the United States of America. 

1.11. “OFAC Regulations” rules, regulations, guidelines of the OFAC. 

1.12. “Order Form” means an ordering document or online order specifying the Services to be provided hereunder that is entered into between the Customer and ClearTax, including any renewals, addenda, exhibits and supplements thereto. By entering into an Order Form hereunder, an Affiliate, if utilising the Services, agrees to be bound by the terms of this agreement as if it were an original party hereto. 

1.13. “Party means either Cleartax and the Customer, as the context may require and the term “Parties” refers collectively to Cleartax and the Customer.

1.14. “Services” means the Services to be provided by ClearTax to the Customer which is more particularly detailed in Order Form.

1.15. “Vendor Data” means any content, materials, documents, data and information submitted by or for each of the vendors of the Customer including any data generated, derived, processed, stored or transmitted thereof for the provision of the Services. 

2. CLEARTAX’S RESPONSIBILITIES

2.1. Provision of Services: Subject to terms of the Agreement and receipt of the applicable charges, ClearTax will provide the Services to the Customer pursuant to the scope of Services set out in the Order Form

2.2. Protection of Customer Data: ClearTax will maintain appropriate administrative, physical, and technical safeguards for protection of the security, confidentiality, and integrity of Customer Data to prevent unauthorized access to Customer Data.

3. USE OF SERVICES

3.1. Subscriptions: Subject to the terms of the Agreement and payment of charges, ClearTax grants the Customer, a limited, non-exclusive, non-transferable right to access the Services for the term stated in the applicable Order Form.

3.2. Usage Limits: Services are subject to usage limits specified in Order Form. If the Customer exceeds a contractual usage limit or if the Customer uses the Services beyond the term of the Order Form and, or this agreement, the Customer will execute an Order Form for additional quantities of the applicable Services promptly upon ClearTax’s request, and/or pay additional amounts for excess usage in accordance with the “Invoicing and Payment” section below. 

3.3. Customer Responsibilities: The Customer shall (a) be responsible for compliance with the Agreement, (b) be responsible for the accuracy and legality of the Customer Data, the means by which the Customer acquired the Customer Data, the Customer’s use of the Customer Data and Vendor Data (if being provided) with the Services, (c) prevent unauthorized access to or use of  Services and notify ClearTax promptly of any such unauthorized access or use and (d) be responsible for all activities that occur under its usernames, passwords or accounts or as a result of the Customer’s access to the Services and agrees that ClearTax is not responsible for any harm caused by users, including individuals who were not authorized to have access to the Services but who were able to gain access from the Customer’s user credentials.

3.4. Usage Restrictions: The Customer shall not (a) make any Service available to anyone other than the Customer or its authorised users, or use any Service for the benefit of anyone other than the Customer or its Affiliates, unless expressly stated otherwise in an Order Form, (b) sell, resell, rent, license, sublicense, distribute, make available, any Service, or include any Service in a service bureau or outsourcing offering, (c) interfere with or disrupt the integrity or performance of any Service or third-party data contained therein,(d) permit direct or indirect access to or use of any Services in a way that circumvents a contractual usage limit, or use any Services to access or use any of ClearTax intellectual property except as permitted under the Agreement, (e) modify, copy, or create derivative works based on a  Service or any part, feature, function or user interface thereof, (f) disassemble, reverse engineer, reproduce, distribute, republish or decompile a Subscription Service. 

3.5. The Customer’s use of Services shall be subject to terms and conditions of use and privacy policy as updated from time to time by ClearTax. 

3.6. The timelines for the provision of the Services, if any, shall be as specifically set out in Order Form. Unless the timelines are expressly agreed in the Order Form, ClearTax shall not be under an obligation to adhere to any specific timelines for provision of Services. Under no circumstance the Customer shall claim for a refund of the charges or seek a waiver of its payment obligations on account of delay in provision of Services.      

4. ASSISTED SERVICES


The following terms shall additionally govern provision and use of Assisted Services as when purchased by the Customer otherwise this clause shall not be applicable to the Parties.

4.1. Customer shall ensure that all the information provided for availing Assisted Services is (a) provided promptly, (b) true, (c) accurate and (d) complete. 

4.2. Customer acknowledges and agrees that (a) the scope of services set out in the Order Form is comprehensive and complete, (b) the Assisted Services including deliverables, if any, are provided solely for the benefit of the Customer, (c) it shall not disclose the deliverables or extend the benefit of the Assisted Services to anyone else, (d) it shall be solely responsible for maintenance, custody and archival of the statutory books of accounts, other registers and records, (e) it shall assist with error summary generated after validation checks, (f) it shall notify ClearTax promptly of any change in the nature of its business or any information provided to ClearTax, (g) it shall assign competent personnel to coordinate with and provide requisite information to ClearTax, (h) ClearTax shall follow the positions and rates adopted by the Customer, however such adoption shall not be considered as ClearTax’s acceptance or validation or correctness of the positions adopted by the Customer, (i) ClearTax will rely on the information or documents or data provided by the Customer and the Customer shall be solely responsible for any consequences that may arise from delay in provision of such information or any incompleteness or inaccuracy in the information provided, (j) ClearTax does not provide tax, legal or accounting advice and ClearTax’s services are not intended to provide, and should not be relied on for, tax, legal or accounting advice, and ClearTax disclaims all liabilities that may arise thereof

4.3. Assisted Services rendered by ClearTax, directly by itself or through any of its employees or third parties, shall specifically exclude (a) deposit or payment of tax liability payable by the Customer, or engage in offsetting of liability on the Customer’s behalf, (b) verifying the authenticity, accuracy or completeness of the information provided by the Customer, (c) issuance of any chartered accountant’s certificate with respect to tax or other related returns, audits or information, (d) any services prohibited to be provided by a company under Applicable Law including the Chartered Accountants Act or under the applicable rules,  regulations, guidelines and code of ethics of Institute of Chartered Accountants of India, (e) providing any audit, assurance or certification services including that are required to be provided exclusively by a chartered accountant or cost accountant, (f) representing the Customer or  rendering any dispute resolution or litigation services before any statutory, tax or regulatory authorities or in any form or manner, (g) expression of any opinion or views as to the manner in which any regulatory, government or judicial authority in India or elsewhere in the world interprets or addresses any issues in relation to the Assisted Services, (h) identification of matters that need consultation or advice or recommendation from a professional consultant or  counsel, (i) attestation including digital attestation of any document on behalf of the Customer, (j) verification of harmonized system of nomenclature codes or similar codes provided by the Customer, (k) determining any ineligible input tax credit under the relevant legislation, (l) filing of any tax returns using the Customer’s digital signing certificate and (m) obtaining regulatory or GSTN approvals on the Customer’s behalf.

4.4. Nothing herein shall be construed to mean that ClearTax warrants or undertakes that the statutory, government authorities, judicial or quasi-judicial bodies will concede or ratify the Assisted Services. ClearTax will not be responsible for any notices, claims, queries, clarifications, inconsistencies that may be notified by any authority or otherwise. ClearTax will not be responsible to address any legal matters or questions of law. 

4.5. ClearTax may use external consultants, each of which is a separate and independent legal entity, to provide Assisted Services.

4.6. This clause 4 will be applicable only if the Assisted Services are being utilised by the Customer otherwise, this clause shall not be applicable on the Parties.

5. RIGHTS AND OBLIGATION OF THE CUSTOMER

5.1. The Customer agrees to comply with its obligations as set out in the Agreement, including the customer dependencies referred to in the Order Form and the following general obligations to: (a) provide with such information, co-operation, assistance, facilities, networks, or systems and resources as may be required to perform the Services; (b) act reasonably and in good faith in connection with the Agreement and provide prompt attention to any matter raised by ClearTax relating to Customer’s obligations and/or the performance of the Services; (c) be responsible for its commercial decisions and to take into account any restrictions on the scope of Services work and all other factors of which the Customer and its other advisers are, or should be, aware; (d) implement reasonable and appropriate business continuity and disaster recovery measures to mitigate against any reasonably foreseeable risks; (e) ensure that all equipment and software that it makes available or provides will be free of computer viruses, spyware and other malware and will comply with their specifications; (f) maintain and be responsible for its own data and software back-up and associated restoration measures; (g) retain risk in, and title to, any hardware, software and other materials that Customer provides or makes available; (h) ensure that ClearTax, its personnel and its third party service providers, have all necessary rights and permissions to use any hardware, software and other materials provided or to be provided by the Customer for the purposes of the Agreement; and (i) obtain prior written consent before sharing any Customer Data and Vendor Data, if being shared.

5.2. ClearTax’s ability to perform its obligations is dependent on Customer fulfilling its obligations and, on any assumptions, set out in the Agreement or communicated by the Customer, being correct. To the extent that Customer does not fulfil its obligations under the Agreement or the agreed assumptions are, or become incorrect, then (without prejudice to our rights and remedies): (a) ClearTax shall be entitled to charge the Customer for its resources assigned to performing the Services even if not utilized, together with any additional charges which ClearTax incurs; (b) ClearTax may, at its sole and absolute discretion change the specification or scope of the Services or any agreed milestone dates and timetables; (c) ClearTax may revise the charges and the Customer agrees to accept changes to them; and (d) ClearTax shall be relieved of its obligations to the extent that it is prevented from fulfilling them in accordance with the Agreement.

6. CHARGES AND PAYMENT

6.1. Charges: The Customer shall pay the charges specified in Order Form. Except as otherwise specified herein or in an Order Form, (a) charges are based on the Services and subscriptions purchased and not on actual usage, unless specified otherwise in the Order Form and (b) payment obligations are non- cancellable, and charges paid are non-refundable. 

6.2. Invoicing and Payment:  Unless otherwise stated in the Order Form, all charges will be invoiced in advance and are payable within seven (7) days from the invoice date. The Customer shall be responsible for providing complete and accurate billing and contact information to ClearTax and notifying ClearTax of any changes to such information.

6.3. Unless otherwise stated in the Order Form, all invoices will be sent via email to the Customer’s email address registered with ClearTax. 

6.4. Notwithstanding anything to the contrary, the Customer agrees that it shall not withhold any payments to be made to ClearTax or seek a waiver of its payment obligations, for any reason whatsoever.  

6.5. If any invoiced amount is not received by ClearTax within the due date, then without limiting ClearTax’s rights or remedies, ClearTax may levy interest at the rate of 2% of the outstanding balance per month.  

6.6. Suspension of Service: If any invoiced amount owed by the Customer under this or any other agreement between the Parties (including a Party’s Affiliate) is thirty (30) days or more overdue, ClearTax may, suspend Services until such amounts are paid in full, provided that, ClearTax will give the Customer at least ten (10) days prior notice that its account is overdue before suspending services to the Customer.

6.7. Taxes:  ClearTax’s charges do not include any taxes. The Customer shall be responsible for paying all taxes associated with its purchases hereunder.

7. PROPRIETARY RIGHTS 

7.1. The Customer owns all of Customer’s Data and all intellectual property related to Customer’s Data. Notwithstanding anything to the contrary contained herein, the Customer during the term of the Agreement hereby agrees, covenants, consents and grants ClearTax, its Affiliates, and its third-party service providers, all the rights to host, use, process, analyse, derive, store, display and transmit Customer Data and Vendor Data, if being shared  for providing the Services in accordance with the Agreement and to retain Customer Data and Vendor Data in combination with other ClearTax customers’ data. 

7.2. Subject to the limited rights expressly granted hereunder, ClearTax shall retain all right, title and interest in and to the Services and all technology utilized by ClearTax to provide the Services, including any and all patents, copyrights, trademarks, trade names, trade secrets and other intellectual property rights relating to, embodied by, or incorporated in any of the foregoing including any updates, upgrades, enhancements,  modifications or improvements made to, or derivatives of, the Services. If the Customer provides ClearTax with any feedback regarding any Services, ClearTax may use all such feedback and Customer Data without restriction to improve its Services. No rights are granted to the Customer hereunder other than as expressly set forth herein.

7.3. Use of Customer materials: The Customer hereby grants the right to ClearTax, its personnel and its third party service providers to use any documentation or materials including systems, methodologies, tools, software, reports, correspondence and advice supplied or made available by or on behalf of the Customer.

7.4. Third party items: Where the Customer is responsible for providing third party items including software or hard-ware, the Customer shall obtain all necessary licenses and consents for the Customer, ClearTax, its personnel and its third party service provider to use such items for the purposes of the Agreement.

7.5. Know how: Notwithstanding anything to the contrary, ClearTax retains the right to use all know- how and residual knowledge obtained in connection with the Services and nothing in the Agreement shall prevent ClearTax from using any know-how, methodologies, ideas or concepts acquired before or during the performance of the Services, for any purpose. 

8. CONFIDENTIALITY

The Parties shall endeavour to protect Confidential Information. In the context of the relationship under the Agreement, each Party (“Disclosing Party”) may disclose to the other Party (“Receiving Party”) certain confidential information that has been marked “confidential” or with words of similar meaning, at the time of disclosure by such Party (“Confidential Information”). Either Party’s Confidential Information shall deem to include, without limitation, the pricing of Services, business proposals, technical documentation, integration methodologies, technical data, methods, processes, know-how and inventions. Confidential Information shall not include information that Receiving Party can show: (a) was already lawfully known to, or independently developed by, Receiving Party without access to, or use of, Confidential Information, (b) was received by Receiving Party from any third party without restrictions, (c) is publicly and generally available, free of confidentiality restrictions; or (d) is required to be disclosed by law, regulation or is requested in the context of a law enforcement investigation.

9. REPRESENTATIONS, WARRANTIES AND DISCLAIMERS

9.1. Each Party represents and warrants that: (a) it is duly organized under Applicable Law and has sufficient authority to enter into the Agreement, (b) the person entering into the Agreement is authorized to sign the Agreement on behalf of such Party, (c) the execution, delivery and performance under the Agreement does not conflict with any contractual obligations such Party has to any third party, or violate or conflict with its organizational or constitutional documents, and  (d) it has obtained required consents and corporate approvals and other consents as required under Applicable Law for the execution and performance of the Agreement have been obtained,  and such approvals, consents continue in force, and (e) it is duly authorised to conduct its business under Applicable Laws.

9.2. The Customer represents and warrants that : (a) all information which has been given by the Customer (including any Customer Data and/or Vendor Data) to ClearTax with respect to the Customer is true, accurate and complete in all respects, the Customer has obtained prior written consent for submitting such data including any Customer Data and/or Vendor Data and the Customer shall provide evidence of having obtained such written consent if requested by ClearTax (b) it shall maintain, all rights, privileges and licenses as required to allow ClearTax, its Affiliates and its third-party service providers to compile, use, store, process, analyse, derive and retain the Customer Data and/or Vendor Data (if being provided), (c) it shall pay the charges set out under applicable Order Form in a timely manner and in accordance with the terms of the Agreement, (d) it has reviewed the Services of ClearTax and that its purchase and use of the Services shall not be in breach of Applicable Laws, (e) the execution, delivery and performance of the Agreement by the Customer shall not constitute a violation of Applicable Law, and (f) the Customer has not and nor any Associated Persons or former Associated Persons has, directly or indirectly:

i. violated or is in violation of Money Laundering Laws, Anti-Bribery Laws, or OFAC Regulations and other applicable anti-corruption Laws; or

ii. made, offered or promised to make, or authorized the payment or giving of money, or anything else of value, to any (i) executive, official, employee or person acting in an official capacity for or on behalf of a government department, government agency or a government-controlled entity or a public international organization (e.g., the International Monetary Fund or the World Bank), or (ii) political party or official thereof, or candidate for political office (each of the foregoing a “Government Official”), or (iii) any other person, while knowing that all or some portion of the money or value will be offered, given or promised to a government official for the purposes of obtaining or retaining business or securing any improper advantage or in other circumstances when such offer, payment or promise would be unlawful; or been subject to any investigation by any Governmental Authorities or regulators with regard to any actual or alleged breach of any relevant anti-corruption law. Provided that in the case of former Associated Persons such action took place whilst the former Associated Person was an Associated Person.

9.3. To the extent applicable, neither the Customer nor any of its current or former Associated Persons is or has been the subject of any investigation, inquiry or litigation, administrative or enforcement proceedings by any Governmental Authority or any customer regarding any offence or alleged offence under Anti-Bribery Laws or Money Laundering Laws, and no notice has been received that such investigation, inquiry or proceedings have been threatened or are pending, and there are no circumstances likely to give rise to any such investigation, inquiry or proceedings.

9.4. To the extent applicable, the Customer is not (i) currently identified on the Specially Designated Nationals and Blocked Persons List maintained by the OFAC and/or on any other similar list maintained by OFAC or any other U.S. governmental agency pursuant to any authorising statute, executive order or regulation; and (ii) a Person with whom a citizen of the United States is prohibited to engage in transactions by any trade embargo, economic sanction, or other prohibition of United States law, regulation, or executive order of the President of the United States.

9.5. To the extent applicable, the Customer has not nor had any affiliate or their respective directors, officers, managers, employees, its independent contractors, representatives or agents violated the provisions of the Anti Bribery Laws or Money Laundering Laws. 

9.6. The Customer represents, covenants and warrants that it shall not provide any data, information or document which pertains to individuals, entities, natural persons or any other data subjects outside the territorial jurisdiction of India to ClearTax. It shall use the Services only within the territory of India and keep all data pertaining to the Services only in servers within India and shall not transfer any tax related data for processing outside India under any circumstances. 

9.7. The Customer further represents and warrants that it shall not intentionally use the Services in connection with activities relating: -
(a) to terrorism (example: the end-users documents made available to terrorists or terrorist organizations), purchase of ammunition, corruption (by means of identity theft or for transactions not approved by customers/ end-users), money laundering (by means of identity theft or for transactions not approved by customers/ end-users), financial crime, tax evasion (using the documents of customers/end-users for tax evasion by means of identity theft), breach of customer/end-user’s rights in data (use of data other than for the purpose approved by the customer/end-users or identity theft), fraud (fraudulently using the end-user documents for any the purpose other than the purpose approved by the client or for enrolling the customers/end-users for the products/transactions not approved by the customers/ end-users or for defrauding the end-users/ customers).

(b) Customer shall immediately notify ClearTax in writing, no later than 24 hours, from Customer’s knowledge of the breach of this subclause.

(c) In case of violation/breach of this warranty by Customer, ClearTax shall be entitled to immediately discontinue/ deactivate the Services immediately and/or terminate the Agreement without requirement of any prior notice.

9.8. Except as expressly provided herein, the Customer accepts the Services “as is” and acknowledges that ClearTax makes no other warranty of any kind whether express, implied, statutory or otherwise, and disclaims all implied and statutory warranties, including, but not limited to, any implied warranty of merchantability, fitness for a particular purpose.  

9.9. The Customer acknowledges and agrees that ClearTax does not control the transfer of data over communications facilities, including the internet, and that the Services may be subject to limitations, delays, and other problems inherent in the use of such communications facilities. ClearTax shall not be responsible for any delays, delivery failures, or other damage resulting from such problems. 

9.10. The Parties agree that ClearTax shall not be responsible for any issues related to the performance, operation or security of the Services that arise from Customer’s applications or any third-party applications. Notwithstanding anything contained herein, parties agree that the Services may contain information and data sourced from third-party service providers and such information and data is the sole responsibility of the Person that makes it available. ClearTax does not make any representation or warranty regarding the reliability, accuracy, completeness, authenticity, merchantability, correctness, or usefulness of the information and data, third-party applications or services, and disclaims all liabilities arising from or related to the information and data, third party applications or services.

9.11. For any breach of the Services, in addition to rights that are available under the law, the Customer’s remedy and ClearTax’s entire liability shall be the correction of the deficient services that caused the breach of warranty, or, if ClearTax cannot substantially correct the deficiency in a commercially reasonable manner, Customer may choose to end the deficient services.

10. INDEMNIFICATION

Notwithstanding anything contained in the Agreement, the Customer shall defend, indemnify and hold harmless ClearTax (and its affiliates, officers, directors and employees) upon demand from and against any and all damages, actions, proceedings, claims (including third party claims), demands, costs, losses, liabilities, and  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 or representations or warranties; (ii) gross negligence, fraud, wilful misconduct; (iii) any breach of Clause 3.4; and (iv) any violation of Applicable  Laws governing the Services and products or their sale solely attributable to the Customer.

11. LIMITATION OF LIABILITY

11.1. In no event, either Party, its directors, officers, employees, affiliates or agents, shall be liable for any consequential, indirect, special, incidental or punitive damages, or any loss of profits, revenue, data, or data use, arising out of, or relating to, the services or the arrangements between the parties. 

11.2. Notwithstanding anything contained in the Agreement but subject to clause 11.2, the cumulative maximum liability of ClearTax, its directors, officers, employees, affiliates or agents, whether in contract or tort or damages or indemnification claims or negligence, by statute or otherwise, including arising out of the work or deliverables or services covered by this agreement, and regardless of the theory of liability, shall be limited to payment of incurred and suffered direct damages only and shall in no event exceed twenty five percent of the charges received by ClearTax, from the Customer. Provided however that in no event any indemnification claim shall be made against Cleartax after 12 months from the expiration or termination of the Agreement, whichever is earlier.

12. TERM AND TERMINATION

12.1. Term: This agreement commences on the date set out in the Order Form, and shall remain in force until such time an Order Form is subsisting between the Parties or all the Services hereunder have expired or the Services have been rendered under the Order Form. This agreement shall govern all Order Forms executed between the Parties. The term of each subscription will renew as per the Order Form executed between the Parties. The renewal of the Services shall be per the Order Form.

12.2. Termination: ClearTax may  terminate this agreement (a) if the Customer commits a breach of any of the terms and conditions of this agreement, which if capable of cure or remedy, is not cured or remedied by the Customer, within a period of thirty (30) days from the date of issue of notice by ClearTax informing the Customer of such breach, or (b) by providing thirty (30) days prior written notice to the Customer in the event of non-payment of an invoiced amount within the applicable due date which shall constitute a material breach of this agreement. Additionally, ClearTax may terminate this agreement forthwith in the event (a) ClearTax or the Customer is restricted, prohibited or constrained under Applicable Law from continuing to provide or avail Services respectively, under this agreement, (b) the Customer acts in violation of Applicable Law, (c) the Customer is adjudicated bankrupt, or if a receiver or a trustee is appointed for it or for a substantial portion of its assets, or if any assignment for the benefit of its creditors is made and such adjudication appointment or assignment is not set aside within 90 (ninety) days, or liquidation proceedings are initiated either voluntarily or compulsorily against the Customer.

12.3. Effects of Termination: Upon any termination or expiration of this agreement, ClearTax will cease to provide the Services and all outstanding charges due under an Order Form shall be required to be paid immediately.  All charges due under an Order Form are non-cancellable and non-refundable.  

12.4. Customer agrees and consents that ClearTax may refer to it as a customer of ClearTax in its communications and marketing materials, including by displaying the Customer’s name and logo on ClearTax’s website and other marketing materials.

13. GENERAL PROVISIONS

13.1. ClearTax may use third-party service providers, including application service providers, hosting service providers and system integrators for rendering Services.  

13.2. A Party shall be excused from performance hereunder of its obligations (excluding any payment obligation), without any liability, to the extent that performance is prevented, delayed or obstructed by circumstances beyond its reasonable control. Such circumstances may be including but not limited to an act of God, act of government, flood, fire, earthquake, civil unrest, act of terror, strike or other labor problem, Internet service provider failure delay, denial of service attack, a virus attack on a Party’s system leading to disruption, emergency maintenance upgrades or government restrictions (including the denial or cancellation of any licenses).

13.3. ClearTax  shall have no responsibility or liability in relation to failure of any activity, if such activity may have been initiated  by a third party or by the Customer itself, and that has failed or delayed on account of the process of authentication and acceptance of taxpayer/s data by GST System or otherwise, including but not limited to, failure or delay as a result of, network or connectivity failure, device or application failure, GST’s System’s failure, possible down time at GST System’s end or any other technical or non-technical error of any nature, whether foreseen or unforeseen at the time of entering into this Agreement.

13.4. ClearTax shall have no responsibility or liability in relation to failure of any activity, if such activity may have been initiated by ClearTax, any third party or by the Customer itself, and that has failed or delayed on account of any act or omission of the financial institutions, banks, non-banking financial companies, trade receivables discounting system platform (“TReDS Platform”), the process of authentication and acceptance of data by such third parties,  including but not limited to, failure or delay as a result of, network or connectivity failure, device or application failure, TReDS Platform failure, possible down time at TReDS Platform or any other technical or non-technical error of any nature, whether foreseen or unforeseen at the time of entering into this Agreement. This clause will be applicable only if the invoice discounting platform is being utilised by the Customer otherwise, this clause shall not be applicable to the Parties.

13.5. The Customer agrees and undertakes that, during the Term and for a period of one year thereafter, it shall not, directly or indirectly, either individually or otherwise, solicit or induce, attempt to solicit or induce, divert, hire, retain (including as a consultant) any employee, officer, agent, director, contractor, business partner or such other persons of ClearTax (“Cleartax Personnel”) or any former Cleartax Personnel engaged with ClearTax in the preceding twelve months. 

13.6. The Customer agrees and undertakes that, during the Term and for a period of one year thereafter, it shall not, directly or indirectly, either individually or otherwise, solicit or induce, attempt to solicit or induce, divert any customer of ClearTax, for provision of services which are same, similar or competes with (whole or in part), the Services. 

13.7. Planned Downtime: ClearTax may shut down the Services to perform planned maintenance or to upgrade the Services. To the extent possible and reasonable, ClearTax shall provide at least 48 hours of notice for such downtime. For the avoidance of doubt, planned downtime will exclude any emergency maintenance undertaken by ClearTax which shall be endeavoured to be undertaken during the non-business hours during weekends.

13.8. Entire Agreement and Order of Precedence:  This Agreement represents the entire agreement between the Parties regarding the subject matter hereof and supersedes and prevails over any and all other agreements between the Parties including any Customer's vendor registration form, policies, code of conducts, guidelines, whether written or oral, whether executed prior to or subsequent to this agreement and/or Order Form, whether or not contrary to this agreement and/or Order Form, regarding the subject matter hereof. For clarity, the provisions of this agreement supersedes and prevails over any earlier or incidental or any subsequent non-disclosure or confidentiality agreements, purchase orders, Customer's vendor registration form, policies, code of conducts, guidelines or any other Customer documentation (excluding Order Form). In the event of any conflict or inconsistency among the following documents, the order of precedence shall be: (1) the applicable Order Form, (2) this agreement and (3) Terms of Use and Privacy Policy.

13.9. Relationship: The Parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the Parties.

13.10. Waiver: No failure or delay by either Party in exercising any right under the Agreement will constitute a waiver of that right.

13.11. Severability: If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision will be deemed null and void, and the remaining provisions of this Agreement will remain in effect.

13.12. Assignment: The Customer shall not assign any of its rights and obligations under the Agreement without the prior written consent of ClearTax. ClearTax may assign or  novate any or all of its rights and obligations under the Agreement or any part thereof including but not limited to the right to payments, to any of its Affiliates and successors in order to exercise any of the rights or perform any of the obligations under the Agreement.

13.13. Governing Law and Jurisdiction: The Agreement shall be governed by and construed in accordance with the laws of India, without regard to conflict of law principles. The courts, tribunals, councils, forums and other dispute resolution bodies at New Delhi, India shall have the exclusive jurisdiction to adjudicate upon any or all disputes arising out of or in connection with the Agreement.Notice: The Customer shall direct notices under the Agreement to the following address. Attn: Legal Department, Defmacro Software Private Limited (aka ClearTax), Corporate Office: 23, 24 AMR Tech Park, Block 1, First Floor, Hosur Main Road, Hongasandra, Bangalore, Karnataka, India PIN- 560068Email: legal@clear.in, compliance@cleartax.in.

13.14. Survival: Unless otherwise provided for, Clause 1 (Definitions), Clause 6 (Charges and Payment), Clause 7 (Proprietary Rights), Clause 9 (Representations, Warranties and Disclaimers), Clause 10 (Indemnification), Clause 11 (Limitation of Liability), Clause 12 (Term and Termination) and 13 (General Provisions) shall survive termination or expiration of the Agreement. 

INTEGRATION SERVICES AGREEMENT

Last updated on December 01, 2024 - 11:30:00 AM

THIS INTEGRATION SERVICES AGREEMENT GOVERNS THE CUSTOMER’S USE AND AVAILMENT OF SERVICES PROVIDED BY DEFMACRO SOFTWARE PRIVATE LIMITED (HEREINAFTER “CLEARTAX”). IT CONSTITUTES A BINDING AGREEMENT BETWEEN CLEARTAX AND THE CUSTOMER.
BY (1) EXECUTING AN ORDER FORM THAT REFERENCES THIS AGREEMENT OR (2) CLICKING A BOX INDICATING ACCEPTANCE OF THIS AGREEMENT OR (3) USING THE SERVICES, THE CUSTOMER AGREES TO THE TERMS OF THIS AGREEMENT. IF THE INDIVIDUAL ACCEPTING THIS AGREEMENT IS ACCEPTING ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, SUCH INDIVIDUAL REPRESENTS THAT THEY HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERM “CUSTOMER” SHALL REFER TO SUCH ENTITY AND ITS AFFILIATES. IF THE INDIVIDUAL ACCEPTING THIS AGREEMENT DOES NOT HAVE SUCH AUTHORITY, OR DOES NOT AGREE WITH THESE TERMS AND CONDITIONS, SUCH INDIVIDUAL MUST NOT ACCEPT THIS AGREEMENT AND SHALL NOT AVAIL THE SERVICES.

1. DEFINITIONS

1.1. Affiliate” shall mean, in relation to any person:
i. if that person is an individual, any person who is a relative of such person;
ii. and if that person (the “Subject Person”) is other than a natural person, any other person that, either directly or indirectly through one or more intermediate persons, controls, is controlled by or is under common control with the Subject Person. “Control” means the power to direct the management or policies of a person directly or indirectly, whether through the ownership of over fifty percent (50%) of the voting power of such person, or through the power to appoint over half of the members of the board of directors or similar governing body of such person or through any other arrangements.
And the words “Controls” or “Controlled by” or “Controlling” shall be construed accordingly.

1.2.“Agreement” means this Integration Services Agreement, any Order Form, addenda, exhibits and supplements thereto.

1.3. “Anti-Bribery Law” means the Indian Prevention of Corruption Act 1988 (“PCA”), the US Foreign Corrupt Practices Act of 1977 (“FCPA”) and the UK Bribery Act 2010 (“UKBA”) and shall include any Applicable Laws that relate to the bribery or corruption, in each case as amended, re-enacted or replaced from time to time.

1.4. “Applicable Law” means any law, statute, rule, regulation, order, circular, decree, directive, judgement, decision or other similar mandate of any applicable central, national, state or local governmental authority having competent jurisdiction over, or application to a party or subject matter in question.

1.5.“Associated Person” means a Person (including any director, officer, employee, agent or other intermediary) who performs services for or on behalf of that Person or who holds shares of capital stock, partnership interests, limited liability company membership interests and units, shares, interest and other participations in that Person (in each case when performing such services or acting in such capacity).

1.6. “Customer Data” means any content, materials, documents, data and information submitted by or for the Customer including any data generated, derived, processed, stored or transmitted thereof.

1.7. “Customer” means in the case of an individual accepting this Agreement on his or her own behalf, such individual, or in the case of an individual accepting this Agreement on behalf of a company or other legal entity, the company or other legal entity for which such individual is accepting this Agreement, and Affiliates of that company or entity (for so long as they remain Affiliates). It includes users of the Services.

1.8. “Money Laundering Laws” means the Indian Prevention of Money Laundering Act, 2002 and all applicable anti-money laundering statutes of all jurisdictions, including, without limitation, Indian and U.S. anti-money laundering laws, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any governmental or regulatory agency.

1.9. “OFAC” means the Office of Foreign Assets Control of the Department of the Treasury of the United States of America.

1.10. “OFAC Regulations” rules, regulations, guidelines of the OFAC.

1.11. “Order Form” means an ordering document or online order specifying the Services to be provided hereunder that is entered into between the Customer and ClearTax, including any renewals, addenda, exhibits and supplements thereto. By entering into an Order Form hereunder, an Affiliate, if utilising the Services, agrees to be bound by the terms of this Agreement as if it were an original party hereto.

1.12. “Party means either Cleartax and the Customer, as the context may require and the term “Parties” refers collectively to Cleartax and the Customer.

1.13. “Services” means the implementation, integration, development and, or consultation services (if applicable) made available by ClearTax under applicable Order Form together with the provision of the deliverables to be provided by ClearTax to the Customer which is more particularly detailed in Order Form.

2. PROVISION OF SERVICES

2.1 Subject to the terms of this Agreement and receipt of applicable charges, ClearTax will make the Services available to the Customer pursuant to the applicable Order Form and the scope of services set out therein. The Services will be performed with reasonable skill and care and in accordance with any specific terms as set out in the Order Form.

2.2 E-Invoicing/E-Way Bill Integration

2.2.1 Kick-Off: Cleartax and Customer would set up a kick-off meeting within three (3) days from the integration asset start date (as set out in the Order Form) to discuss the integration development project.

2.2.2 Pre-Requisites: The Customer shall provide access to ClearTax of its information technology systems including developer provisioning, establishing network connectivity and confirm and provide all other requirements, if any, as may be required by ClearTax for integration development project within a period of seven (7) days from the expiry of the time period provided under Clause 2.2.1 above, subsequently, Cleartax would share integration development project with the Customer.

2.2.3 Implementation: Cleartax would implement the integration development as per the integration development plan as agreed between the Parties under the Order Form, within fourteen (14) days of expiry of the time period provided in Clause 2.2.2 above.

2.2.4 User Acceptance Testing (“UAT”): Upon completion of the integration development as per the integration development plan as agreed between the Parties under the Order Form, ClearTax would deliver integration development to the Customer for UAT. The Customer shall be liable to complete the UAT within a period of fourteen (14) days of expiry of the period provided under Clause 2.2.3 above, and notify ClearTax in writing of (i) its acceptance of the integration development; or (ii) issues or bugs in the integration development.

2.2.5 Cutover and Go-Live: Upon receipt of inputs from the Customer in accordance with Clause 2.2.4 above, ClearTax would, within seven (7) days of receiving such inputs, move the approved or fixed version of integration development, as the case may be, to the production environment for end-user use of the Customer.

2.2.6 The Parties hereby agree the process set out under this Clause 2.2, shall in no event exceed forty five (45) days, provided a maximum of thirty (30) days grace period may be allowed to both Parties for delay in meeting the deliverables provided herein.

2.3 ASP/GSP Integration

2.3.1 Kick-off: Cleartax and Customer would set up a kick-off meeting within three (3) days from the integration asset start date to discuss the integration development project.

2.3.2 Pre-Requisites: The Customer shall provide access to ClearTax of its information technology systems including developer provisioning, establishing network connectivity and confirm and provide all other requirements, if any, as may be required by ClearTax for integration development project within a period of fifteen (15) days from the expiry of the time period provided under Clause 2.3.1 above, subsequently, Cleartax would share integration development project with the Customer.

2.3.3 Implementation: Cleartax would implement the integration development as per the integration development plan as agreed between the Parties under the Order Form, within twenty one (21) days of expiry of the time period provided in Clause 2.3.2 above.

2.3.4 UAT: Upon completion of the integration development as per the integration development plan as agreed between the Parties under the Order Form, ClearTax would deliver integration development to the Customer for UAT. The Customer shall be liable to complete the UAT within a period of fourteen (14) days of expiry of the period provided under Clause 2.3.3 above, and notify ClearTax in writing of (i) its acceptance of the integration development; or (ii) issues or bugs in the integration
development.

2.3.5 Cutover and Go-Live: Upon receipt of inputs from the Customer in accordance with Clause 2.3.4 above, ClearTax would, within seven (7) days of receiving such inputs, move the approved or fixed version of integration development, as the case may be, to the production environment for end-user use of the Customer.

2.3.6 The Parties hereby agree the process set out under this Clause 2.3, shall in no event exceed sixty (60) days, provided a maximum of thirty (30) days grace period may be allowed to both Parties for delay in meeting the deliverables provided herein.

2.4 MaxITC Integration

2.4.1 Kick-off: Cleartax and Customer would set up a kick-off meeting within three (3) days from the integration asset start date to discuss the integration development project.

2.4.2 Pre-Requisites: The Customer shall provide access to ClearTax of its information technology systems including developer provisioning, establishing network connectivity and confirm and provide all other requirements, if any, as may be required by ClearTax for integration development project within a period of twenty one (21) days from the expiry of the time period provided under Clause 2.4.1 above, subsequently, Cleartax would share integration development project with the Customer.

2.4.3 Implementation: Cleartax would implement the integration development as per the integration development plan as agreed between the Parties under the Order Form, within thirty five (35) days of expiry of the time period provided Clause 2.4.2 above.

2.4.4 UAT: Upon completion of the integration development as per the integration development plan as agreed between the Parties under the Order Form, ClearTax would deliver integration development to the Customer for UAT. The Customer shall be liable to complete the UAT within a period of twenty one (21) days of expiry of the period provided under Clause 2.4.3 above, and notify ClearTax in writing of (i) its acceptance of the integration development; or (ii) issues or bugs in the integration development.

2.4.5 Cutover and Go-Live: Upon receipt of inputs from the Customer in accordance with Clause 2.4.4 above, ClearTax would, within ten (10) days of receiving such inputs, move the approved or fixed version of integration development, as the case may be, to the production environment for end-user use of the Customer.

2.4.6 The Parties hereby agree the process set out under this Clause 2.4, shall in no event exceed ninety (90) days, provided a maximum of thirty (30) days grace period may be allowed to both Parties for delay in meeting the deliverables provided herein.

2.5 CCC Integration: Please refer to Annexure 1 of the Agreement.

2.6 Notwithstanding anything contained in this Agreement, under no circumstance the Customer shall claim for a refund of any charges (including one-time charges under Order Form) or seek a waiver of its payment obligations on account of Customer’s delay (whether due to inactivity or otherwise) or failure to undertake following within the relevant timelines set out above (including the grace period): (a) providing access to its information technology systems including developer provisioning and establishing network connectivity or failure to confirm and finalize all other requirements, if any, as may be required by ClearTax for integration development; or (b) to conduct UAT or confirm its acceptance of the integration development post UAT; or (c) failure to notify ClearTax of the issues or bugs in the integration development.

2.7 Any request for changes post-delivery of the integration development must be in writing and shall set out in sufficient detail that the change requested is within the scope of Services set out in the Order Form and is in accordance with the agreed integration development plan. ClearTax shall then use commercially reasonable efforts to perform the changes requested to the extent feasible in ClearTax’s sole discretion and reissue the integration development to the Customer.

2.8 The Customer shall be liable to make the entire payment as per the Order Form.

2.9 Any changes subsequent to acceptance of the integration development requested by the Customer or if the scope of Services is not completed within the relevant time period set out above (including the grace period), the same may be carried out at the request of the Customer by ClearTax at its sole and absolute discretion, and at such additional cost as may be notified by ClearTax.

2.10 Notwithstanding anything to the contrary, the Customer agrees that any request for integration development which is not stipulated in the Order Form, shall be considered as a request for enhancement of the scope of Services and may be provided by ClearTax, at its sole and absolute discretion and at such additional cost as notified by ClearTax.

2.11 The Customer and ClearTax hereby agree and understand that ClearTax and its Affiliates do not, and are not being engaged to, provide tax, legal, regulatory, compliance or accounting related advice. The Customer shall be solely responsible and liable for all statutory, regulatory and tax and legal compliances in relation to its entity and business. ClearTax is a technology service provider, and its services are not intended to provide, and should not be relied on for tax, legal, compliance or accounting advice or opinions.

2.12 The Customer acknowledges and agrees that the integration consultation services shall be provided by ClearTax for a fixed period of sixty (60) calendar days  or such other time, as Cleartax determines depending on the integration involved, commencing from the integration asset start date as set out in the Order Form , if applicable. Any integration consultation services beyond the aforesaid sixty (60) days period (or such other time, as Cleartax determines depending on the integration involved) from the integration asset start date shall be charged at such additional cost as determined by ClearTax. The integration consultation service shall be deemed completed upon the expiry of sixty (60) calendar days.

2.13 Non-ClearTax Applications: Any acquisition or use by Customer of Non-ClearTax Application, and any exchange of data between Customer and any Non-ClearTax Application is solely between Customer and the applicable Non-ClearTax Application provider. ClearTax does not warrant or support Non-ClearTax Applications or other Non-ClearTax products or services, whether or not they are designated by ClearTax as “certified” or otherwise. ClearTax is not responsible for any disclosure, modification or deletion of Customer Data resulting from access by such Non-ClearTax Application or its provider. ClearTax assumes no responsibility in relation to any services availed by the Customer from a Non-ClearTax Application and the Customer agrees and undertakes to indemnify and hold ClearTax harmless from any claim, loss, liability arising out of, or in connection with, or in relation to any such services being availed by the Customer.

3. RIGHTS AND OBLIGATIONS OF THE CUSTOMER

3.1. The Customer agrees to comply with its obligations as set out in the Agreement, including the customer dependencies referred to in the Order Form and the following general obligations to: (a) provide with such information, co-operation, assistance, facilities, networks, or systems and resources as may be required to perform the Services; (b) act reasonably and in good faith in connection with the Agreement and provide prompt attention to any matter raised by ClearTax relating to Customer’s obligations and/or the performance of the Services; (c) be responsible for its commercial decisions and to take into account any restrictions on the scope of Services work and all other factors of which the Customer and its other advisers are, or should be, aware; (d) implement reasonable and appropriate business continuity and disaster recovery measures to mitigate against any reasonably foreseeable risks; (e) ensure that all equipment and software that it makes available or provides will be free of computer viruses, spyware and other malware and will comply with their specifications; (f) maintain and be responsible for its own data and software back-up and associated restoration measures; (g) retain risk in, and title to, any hardware, software and other materials that Customer provides or makes available; (h) ensure that ClearTax, its personnel and its third party service providers, have all necessary rights and permissions to use any hardware, software and other materials provided or to be provided by the Customer for the purposes of the Agreement.

3.2. Recommendations: To the extent that any recommendations or suggestions are made to the Customer by ClearTax, its personnel or its third party service providers whether as part of the Services or otherwise regarding procurement of any third party products and/or services, the Customer acknowledges that: (a) such recommendations should not form the sole basis for any decision or action or inaction by the Customer; (b) the third party elements relate to third parties’ products and/or services which are unconnected with ClearTax, and therefore Customer shall be responsible for verifying with the relevant third party as regards the quality, availability and/or suitability of such third party elements; and (c) ClearTax will not be responsible for the quality, availability or suitability of the third party elements.

3.3. ClearTax’s ability to perform its obligations is dependent on Customer fulfilling its obligations and, on any assumptions, set out in the Agreement or communicated by the Customer, being correct. To the extent that Customer does not fulfil its obligations under the Agreement or the agreed assumptions are, or become incorrect, then (without prejudice to our rights and remedies): (a) ClearTax shall be entitled to charge the Customer for its resources assigned to performing the Services even if not utilized, together with any additional charges which ClearTax incurs; (b) ClearTax may, at its sole and absolute discretion change the specification or scope of the Services or any agreed milestone dates and timetables; (c) ClearTax may revise the charges and the Customer agrees to accept changes to them; and (d) ClearTax shall be relieved of its obligations to the extent that it is prevented from fulfilling them in accordance with the Agreement.

3.4. The Customer’s availment of Services shall be subject to ClearTax Terms and Conditions of Use and Privacy Policy as updated from time to time by ClearTax.

4. CHARGES AND PAYMENT

4.1. Charges: The Customer shall pay the charges specified in Order Form. Except as otherwise specified herein or in an Order Form, (a) charges are based on the Services purchased and not on actual usage, unless specified otherwise in the Order Form and (b) payment obligations are non- cancellable, and charges paid are non-refundable.

4.2. Invoicing and Payment: Unless otherwise stated in the Order Form, all charges will be invoiced in advance and are payable within seven (7) days from the invoice date. The Customer shall be responsible for providing complete and accurate billing and contact information to ClearTax and notifying ClearTax of any changes to such information.

4.3. Unless otherwise stated in the Order Form, all invoices will be sent via email to the Customer’s email address registered with ClearTax.

4.4. Notwithstanding anything to the contrary, the Customer agrees that it shall not withhold any payments to be made to ClearTax or seek a waiver of its payment obligations, for any reason whatsoever.  

4.5. If any invoiced amount is not received by ClearTax within the due date, then without limiting ClearTax’s rights or remedies, ClearTax may levy interest at the rate as specified in the Micro, Small and Medium Enterprises Development Act, 2006.  

4.6. Suspension of Service: If any invoiced amount owed by the Customer under this or any other agreement between the Parties (including a Party’s Affiliate) is thirty (30) days or more overdue, ClearTax may, suspend Services until such amounts are paid in full, provided that, ClearTax will give the Customer at least ten (10) days prior notice that its account is overdue before suspending services to the Customer.

4.7. Taxes: ClearTax’s charges do not include any taxes. The Customer shall be responsible for paying all taxes associated with its purchases hereunder.

5. PROPRIETARY RIGHTS

5.1. As between ClearTax and the Customer, the Customer owns all of Customer’s Data and all intellectual property related to Customer’s Data. Notwithstanding anything to the contrary contained herein, the Customer during the term of the Agreement hereby agrees, covenants, consents and grants ClearTax, its Affiliates, and its third-party service providers, all the rights to host, use, process, analyse, derive, store, display and transmit Customer Data, if being shared  for providing the Services in accordance with the Agreement and to retain Customer Data (if being shared) in combination with other ClearTax customers’ data.

5.2. Subject to the limited rights expressly granted hereunder, ClearTax shall retain all right, title and interest in and to the Services and all technology utilized by ClearTax to provide the Services, including any and all patents, copyrights, trademarks, trade names, trade secrets and other intellectual property rights relating to, embodied by, or incorporated in any of the foregoing including any updates, upgrades, enhancements,  modifications or improvements made to, or derivatives of, the Services. If the Customer provides ClearTax with any feedback regarding any Services, ClearTax may use all such feedback and Customer Data without restriction to improve its Services. No rights are granted to the Customer hereunder other than as expressly set forth herein.

5.3. Use of Customer materials: The Customer hereby grants the right to ClearTax, its personnel and its third party service providers to use any documentation or materials including systems, methodologies, tools, software, reports, correspondence and advice supplied or made available by or on behalf of the Customer.

5.4. Third party items: Where the Customer is responsible for providing third party items including software or hard-ware, the Customer shall obtain all necessary licenses and consents for the Customer, ClearTax, its personnel and its third party service provider to use such items for the purposes of the Agreement.

5.5. Know how: Notwithstanding anything to the contrary, ClearTax retains the right to use all know- how and residual knowledge obtained in connection with the Services and nothing in the Agreement shall prevent ClearTax from using any know-how, methodologies, ideas or concepts acquired before or during the performance of the Services, for any purpose.

6. CONFIDENTIALITY

The Parties shall endeavour to protect Confidential Information. In the context of the relationship under the Agreement, each Party (“Disclosing Party”) may disclose to the other Party (“Receiving Party”) certain confidential information that has been marked “confidential” or with words of similar meaning, at the time of disclosure by such Party (“Confidential Information”). Either Party’s Confidential Information shall deem to include, without limitation, the pricing of Services, business proposals, technical documentation, integration methodologies, technical data, methods, processes, know-how and inventions. Confidential Information shall not include information that Receiving Party can show: (a) was already lawfully known to, or independently developed by, Receiving Party without access to, or use of, Confidential Information, (b) was received by Receiving Party from any third party without restrictions, (c) is publicly and generally available, free of confidentiality restrictions; or (d) is required to be disclosed by law, regulation or is requested in the context of a law enforcement investigation.

7. REPRESENTATIONS, WARRANTIES AND DISCLAIMERS

7.1. Each Party represents and warrants that: (a) it is duly organized under Applicable Law and has sufficient authority to enter into the Agreement, (b) the person entering into the Agreement is authorized to sign the Agreement on behalf of such Party, (c) the execution, delivery and performance under the Agreement does not conflict with any contractual obligations such Party has to any third party, or violate or conflict with its organizational or constitutional documents, and  (d) it has obtained required consents and corporate approvals and other consents as required under Applicable Law for the execution and performance of the Agreement have been obtained,  and such approvals, consents continue in force, and (e) it is duly authorised to conduct its business under Applicable Laws.

7.2. The Customer represents and warrants that : (a) all information which has been given by the Customer (including any Customer Data) to ClearTax with respect to the Customer is true, accurate and complete in all respects, the Customer has obtained prior written consent for submitting such data including any Customer Data and the Customer shall provide evidence of having obtained such written consent if requested by ClearTax (b) it shall maintain, all rights, privileges and licenses as required to allow ClearTax, its Affiliates and its third-party service providers to compile, use, store, process, analyse, derive and retain the Customer Data , (c) it shall pay the charges set out under applicable Order Form in a timely manner and in accordance with the terms of the Agreement, (d) it has reviewed the Services of ClearTax and that its purchase and use of the Services shall not be in breach of Applicable Laws, (e) the execution, delivery and performance of the Agreement by the Customer shall not constitute a violation of Applicable Law, and (f) the Customer has not and nor any Associated Persons or former Associated Persons has, directly or indirectly:i. violated or is in violation of Money Laundering Laws, Anti-Bribery Laws, or OFAC Regulations and other applicable anti-corruption Laws; orii. made, offered or promised to make, or authorized the payment or giving of money, or anything else of value, to any: (I) executive, official, employee or person acting in an official capacity for or on behalf of a government department, government agency or a government-controlled entity or a public international organization (e.g., the International Monetary Fund or the World Bank), or (II) political party or official thereof, or candidate for political office (each of the foregoing a “Government Official”), or (III) any other person, while knowing that all or some portion of the money or value will be offered, given or promised to a government official for the purposes of obtaining or retaining business or securing any improper advantage or in other circumstances when such offer, payment or promise would be unlawful; or been subject to any investigation by any Governmental Authorities or regulators with regard to any actual or alleged breach of any relevant anti-corruption law. Provided that in the case of former Associated Persons such action took place whilst the former Associated Person was an Associated Person.

7.3. To the extent applicable, neither the Customer nor any of its current or former Associated Persons is or has been the subject of any investigation, inquiry or litigation, administrative or enforcement proceedings by any Governmental Authority or any customer regarding any offence or alleged offence under Anti-Bribery Laws or Money Laundering Laws, and no notice has been received that such investigation, inquiry or proceedings have been threatened or are pending, and there are no circumstances likely to give rise to any such investigation, inquiry or proceedings.

7.4. To the extent applicable, the Customer is not (i) currently identified on the Specially Designated Nationals and Blocked Persons List maintained by the OFAC and/or on any other similar list maintained by OFAC or any other U.S. governmental agency pursuant to any authorising statute, executive order or regulation; and (ii) a Person with whom a citizen of the United States is prohibited to engage in transactions by any trade embargo, economic sanction, or other prohibition of United States law, regulation, or executive order of the President of the United States.

7.5. To the extent applicable, the Customer has not nor had any affiliate or their respective directors, officers, managers, employees, its independent contractors, representatives or agents violated the provisions of the Anti Bribery Laws or Money Laundering Laws.

7.6. The Customer represents, covenants and warrants that it shall not provide any data, information or document which pertains to individuals, entities, natural persons or any other data subjects outside the territorial jurisdiction of India to ClearTax. It shall use the Services only within the territory of India and keep all data pertaining to the Services only in servers within India and shall not transfer any tax related data for processing outside India under any circumstances.

7.7. The Customer further represents and warrants that: -(a) it shall not intentionally use the Services in connection with activities relating to terrorism (example: the end-users documents made available to terrorists or terrorist organizations), purchase of ammunition, corruption (by means of identity theft or for transactions not approved by customers/ end-users), money laundering (by means of identity theft or for transactions not approved by customers/ end-users), financial crime, tax evasion (using the documents of customers/end-users for tax evasion by means of identity theft), breach of customer/end-user’s rights in data (use of data other than for the purpose approved by the customer/end-users or identity theft), fraud (fraudulently using the end-user documents for any the purpose other than the purpose approved by the client or for enrolling the customers/end-users for the products/transactions not approved by the customers/ end-users or for defrauding the end-users/ customers).(b) it shall immediately notify ClearTax in writing, no later than 24 hours, from Customer’s knowledge of the breach of this subclause.(c) In case of violation/breach of this warranty by Customer, ClearTax shall be entitled to immediately discontinue/ deactivate the Services immediately and/or terminate the Agreement without requirement of any prior notice.

7.8. Except as expressly provided herein, the Customer accepts the Services “as is” and acknowledges that ClearTax makes no other warranty of any kind whether express, implied, statutory or otherwise, and disclaims all implied and statutory warranties, including, but not limited to, any implied warranty of merchantability, fitness for a particular purpose.  

7.9. The Customer acknowledges and agrees that ClearTax does not control the transfer of data over communications facilities, including the internet, and that the Services may be subject to limitations, delays, and other problems inherent in the use of such communications facilities. ClearTax shall not be responsible for any delays, delivery failures, or other damage resulting from such problems.

7.10. The Parties agree that ClearTax shall not be responsible for any issues related to the performance, operation or security of the Services that arise from Customer’s applications or any third-party applications. Notwithstanding anything contained herein, parties agree that the Services may contain information and data sourced from third-party service providers and such information and data is the sole responsibility of the Person that makes it available. ClearTax does not make any representation or warranty regarding the reliability, accuracy, completeness, authenticity, merchantability, correctness, or usefulness of the information and data, third-party applications or services, and disclaims all liabilities arising from or related to the information and data, third party applications or services.

7.11. For any breach of the Services, in addition to rights that are available under the law, the Customer’s remedy and ClearTax’s entire liability shall be the correction of the deficient services that caused the breach of warranty, or, if ClearTax cannot substantially correct the deficiency in a commercially reasonable manner, Customer may choose to end the deficient services.

8. INDEMNIFICATION

Notwithstanding anything contained in the Agreement, the Customer shall defend, indemnify and hold harmless ClearTax (and its affiliates, officers, directors and employees) upon demand from and against any and all damages, actions, proceedings, claims (including third party claims), demands, costs, losses, liabilities, and  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 or representations or warranties; (ii) gross negligence, fraud, wilful misconduct; (iii) any breach of Clause 2; and (iv) any violation of Applicable  Laws governing the Services and products or their sale solely attributable to the Customer.

9.
LIMITATION OF LIABILITY

9.1. In no event, either Party, its directors, officers, employees, affiliates or agents, shall be liable for any consequential, indirect, special, incidental or punitive damages, or any loss of profits, revenue, data, or data use, arising out of, or relating to, the services or the arrangements between the Parties.

9.2. Notwithstanding anything contained in the Agreement but subject to Clause 9.1, the cumulative maximum liability of ClearTax, its directors, officers, employees, affiliates or agents, whether in contract or tort or damages or indemnification claims or negligence, by statute or otherwise, including arising out of the work or deliverables or services covered by this agreement, and regardless of the theory of liability, shall be limited to payment of incurred and suffered direct damages only and shall in no event exceed twenty five percent of the charges received by ClearTax, from the Customer. Provided however that in no event any indemnification claim shall be made against Cleartax after 12 months from the expiration or termination of the Agreement, whichever is earlier.

10. TERM AND TERMINATION

10.1. Term: This agreement commences on the date set out in the Order Form, and shall remain in force until such time an Order Form is subsisting between the Parties or all the integration Services hereunder have expired or the integration Services have been rendered under the Order Form. This agreement shall govern all Order Forms executed between the Parties. The term of each subscription will renew as per the Order Form executed between the Parties. The renewal of the Services shall be per the Order Form.

10.2. Termination: ClearTax may  terminate this agreement (a) if the Customer commits a breach of any of the terms and conditions of this agreement, which if capable of cure or remedy, is not cured or remedied by the Customer, within a period of thirty (30) days from the date of issue of notice by ClearTax informing the Customer of such breach, or (b) by providing thirty (30) days prior written notice to the Customer in the event of non-payment of an invoiced amount within the applicable due date which shall constitute a material breach of this agreement. Additionally, ClearTax may terminate this agreement forthwith in the event (a) ClearTax or the Customer is restricted, prohibited or constrained under Applicable Law from continuing to provide or avail Services respectively, under this agreement, (b) the Customer acts in violation of Applicable Law, (c) the Customer is adjudicated bankrupt, or if a receiver or a trustee is appointed for it or for a substantial portion of its assets, or if any assignment for the benefit of its creditors is made and such adjudication appointment or assignment is not set aside within 90 (ninety) days, or liquidation proceedings are initiated either voluntarily or compulsorily against the Customer.

10.3. Effects of Termination: Upon any termination or expiration of this agreement, ClearTax will cease to provide the Services and all outstanding charges due under an Order Form shall be required to be paid immediately.  All charges due under an Order Form are non-cancellable and non-refundable. 10.4. Customer agrees and consents that ClearTax may refer to it as a customer of ClearTax in its communications and marketing materials, including by displaying the Customer’s name and logo on ClearTax’s website and other marketing materials.

11. GENERAL PROVISIONS

11.1. ClearTax may use third-party service providers, including application service providers, hosting service providers and system integrators for rendering Services.  

11.2. A Party shall be excused from performance hereunder of its obligations (excluding any payment obligation), without any liability, to the extent that performance is prevented, delayed or obstructed by circumstances beyond its reasonable control. Such circumstances may be including but not limited to an act of God, act of government, flood, fire, earthquake, civil unrest, act of terror, strike or other labor problem, Internet service provider failure delay, denial of service attack, a virus attack on a Party’s system leading to disruption, emergency maintenance upgrades or government restrictions (including the denial or cancellation of any licenses).

11.3. ClearTax  shall have no responsibility or liability in relation to failure of any activity, if such activity may have been initiated  by a third party or by the Customer itself, and that has failed or delayed on account of the process of authentication and acceptance of taxpayer/s data by GST System or otherwise, including but not limited to, failure or delay as a result of, network or connectivity failure, device or application failure, GST’s System’s failure, possible down time at GST System’s end or any other technical or non-technical error of any nature, whether foreseen or unforeseen at the time of entering into this Agreement.

11.4 The Customer agrees and undertakes that, during the Term and for a period of one year thereafter, it shall not, directly or indirectly, either individually or otherwise, solicit or induce, attempt to solicit or induce, divert, hire, retain (including as a consultant) any employee, officer, agent, director, contractor, business partner or such other persons of ClearTax (“Cleartax Personnel”) or any former Cleartax Personnel engaged with ClearTax in the preceding twelve months.

11.5. The Customer agrees and undertakes that, during the Term and for a period of one year thereafter, it shall not, directly or indirectly, either individually or otherwise, solicit or induce, attempt to solicit or induce, divert any customer of ClearTax, for provision of services which are same, similar or competes with (whole or in part), the Services.

11.6. Planned Downtime: ClearTax may shut down the Services to perform planned maintenance or to upgrade the Services. To the extent possible and reasonable, ClearTax shall provide at least 48 hours of notice for such downtime. For the avoidance of doubt, planned downtime will exclude any emergency maintenance undertaken by ClearTax which shall be endeavoured to be undertaken during the non-business hours during weekends.

11.7. Entire Agreement and Order of Precedence:  This Agreement represents the entire agreement between the Parties regarding the subject matter hereof and supersedes and prevails over any and all other agreements between the Parties including any Customer's vendor registration form, policies, code of conducts, guidelines, whether written or oral, whether executed prior to or subsequent to this agreement and/or Order Form, whether or not contrary to this agreement and/or Order Form, regarding the subject matter hereof. For clarity, the provisions of this agreement supersedes and prevails over any earlier or incidental or any subsequent non-disclosure or confidentiality agreements, purchase orders, Customer's vendor registration form, policies, code of conducts, guidelines or any other Customer documentation (excluding Order Form). In the event of any conflict or inconsistency among the following documents, the order of precedence shall be: (1) the applicable Order Form, (2) this agreement and (3) Terms of Use and Privacy Policy.

11.8. Relationship: The Parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the Parties.

11.9. Waiver: No failure or delay by either Party in exercising any right under the Agreement will constitute a waiver of that right.

11.10. Severability: If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision will be deemed null and void, and the remaining provisions of this Agreement will remain in effect.

11.11. Assignment: The Customer shall not assign any of its rights and obligations under the Agreement without the prior written consent of ClearTax. ClearTax may assign or  novate any or all of its rights and obligations under the Agreement or any part thereof including but not limited to the right to payments, to any of its Affiliates and successors in order to exercise any of the rights or perform any of the obligations under the Agreement.

11.12. Governing Law and Jurisdiction: The Agreement shall be governed by and construed in accordance with the laws of India, without regard to conflict of law principles. The courts, tribunals, councils, forums and other dispute resolution bodies at New Delhi, India shall have the exclusive jurisdiction to adjudicate upon any or all disputes arising out of or in connection with the Agreement.Notice: The Customer shall direct notices under the Agreement to the following address. Attn: Legal Department, Defmacro Software Private Limited (aka ClearTax), Corporate Office: 23, 24 AMR Tech Park, Block 1, First Floor, Hosur Main Road, Hongasandra, Bangalore, Karnataka, India PIN- 560068Email: legal@clear.in, compliance@cleartax.in.

11.13. Survival: Unless otherwise provided for, Clause 1 (Definitions), Clause 4 (Charges and Payment), Clause 5 (Proprietary Rights), Clause 7 (Representations, Warranties and Disclaimers), Clause 8 (Indemnification), Clause 9 (Limitation of Liability), Clause 10 (Term and Termination) and 11 (General Provisions) shall survive termination or expiration of the Agreement.

Annexure 1

CCC Integration

1. Purpose

This Agreement outlines the terms and conditions under which ClearTax will provide integration services for connecting the Customer's ERP system with Clear Compliance Cloud using the Clear GL Stream Add-on.

2. Scope of Work

2.1 Inclusions

1. Installation and configuration of the Clear GL Stream Add-on in the Customer's ERP environment.

2. Automated data extraction from ERP, secure uploading to Clear Compliance Cloud, and data transformation for GST Sale Register, GST Purchase Register, General Ledger.

3. Documentation and one-time training sessions for the Customer's functional team.

4. Hypercare support for one month following integration.

2.2 Exclusions

1. Any customization or maintenance of the Customer's ERP system beyond what is necessary for the integration.

2. Configuration and maintenance at the infrastructure level, including network or firewall settings.

3. Real-time data synchronization

4. On-site support services.

3. Customer Responsibilities

1. Provide the necessary access to ERP systems, including remote access and VPN credentials.

2. Complete all prerequisites, including whitelisting API hostnames and enabling required network configurations.

3. Provide sample data for testing and data confirmation, along with confirmation of test results.

4. Appoint a project leader and provide a SWAT team for collaboration during the integration process.

4. Project Stages and Timelines

The integration project will follow a structured life cycle with the following stages and timelines:

4.1. Plan Stage

1. Pre-kick-off Meeting: ClearTax and the Customer will set up a kick-off meeting within three (3) days from the Integration Asset Start Date (as set out in the Order Form) to understand the Customer's IT environment, introduce key stakeholders, and discuss the integration development project.

2. Prerequisites Closure: The Customer shall provide access to ClearTax's information technology systems, including developer provisioning and establishing network connectivity, within twenty-one (21) days from the kick-off meeting. This stage ensures that all activities to start the project are completed.

3. Kick-off Meeting: Formally introduce the teams, share the project plan, and ensure that all prerequisites are completed. The kick-off meeting will set realistic expectations for baselines such as milestone schedules and project schedules.

4.2. Design Stage

1. Requirements Gathering: Update query configurations and initiate the data extraction process. Conduct workshops to clarify requirements.

4.3. Develop Stage

1. Development: Replicate base models, initiate development, and perform testing for specific changes and functionalities. ClearTax will implement the integration development as per the agreed integration development plan within thirty-five (35) days of completing the prerequisites.

2. Data Reconciliation: End-to-end testing from ERP to Clear and reconciliation. Integration development will be delivered to the Customer for data confirmation upon completion.

4.4 Test Stage

1. Data Confirmation: Validate the transformed data with the Customer and get sign-off on the go-live. The Customer shall complete the data confirmation within twenty-one (21) days and notify ClearTax of its acceptance or any issues.

4.5 Deploy Stage

1. Cutover Activities: Execute final tasks, validate transformation, and perform smoke tests for production environments. ClearTax will move the integration to the production environment within ten (10) days of receiving the data confirmation sign-off.

4.6 Close Stage

1. Hyper Care Support: Provide one month of post-go-live support to address any issues related to the integration within the initially agreed-upon scope.

2. Annual Maintenance Contract (AMC): Not included in the standard integration package. All changes post-go-live will be handled as Change Requests.

5. Timelines and Grace Period

The Parties hereby agree that the integration process shall in no event exceed ninety (90) days including grace period. A maximum of thirty (30) days grace period may be allowed to both Parties for delays in meeting the deliverables provided herein.

6. Acceptance Criteria

1. The integration will be considered successful and accepted by the Customer when the following conditions are met:Seamless connectivity between ERP and Clear Compliance Cloud.

2. Successful data transfer, transformation, and ingestion of sales and purchase documents.

3. Completion of data confirmation with all issues resolved to the satisfaction of both parties.

4. Confirmation from the Customer within 14 calendar days of handing over for data completion.

7. Change Management

Any changes to the initially agreed-upon scope must be formally requested and approved by both parties. Changes may affect project timelines and costs.

7.1 Enhancement of Scope of ServicesNotwithstanding anything to the contrary, the Customer agrees that any request for integration development which is not stipulated in the Order Form shall be considered as a request for enhancement of the scope of Services and may be provided by ClearTax, at its sole and absolute discretion, and at such additional cost as notified by ClearTax.

7.2 Post-Delivery ChangesAny request for changes post-delivery of the integration development must be in writing and shall set out in sufficient detail that the change requested is within the scope of Services set out in the Order Form and is in accordance with the agreed integration development plan. ClearTax shall then use commercially reasonable efforts to perform the changes requested to the extent feasible in ClearTax’s sole discretion and reissue the integration development to the Customer.

7.3 Additional Costs for Changes Post-AcceptanceThe Customer shall be liable to make the entire payment as per the Integration Asset Start Date as set out in the Order Form. Any changes subsequent to acceptance of the integration development requested by the Customer, or if the scope of Services is not completed within the relevant time period set out above (including the grace period), may be carried out at the request of the Customer by ClearTax at its sole and absolute discretion, and at such additional cost as may be notified by ClearTax.

8. No Refund or Waiver of Payment Obligations

Notwithstanding anything contained in this Agreement, under no circumstance shall the Customer claim for a refund of any charges (including one-time charges under the Order Form) or seek a waiver of its payment obligations on account of the Customer’s delay (whether due to inactivity or otherwise) or failure to undertake the following within the relevant timelines set out above (including the grace period):

1. Providing access to its information technology systems, including developer provisioning and establishing network connectivity, past data for reconciliation, or failure to confirm and finalize all other requirements, if any, as may be required by ClearTax for integration development;

2. Verifying data and confirming acceptance of the integration development post handing over for data confirmation;

3. Notifying ClearTax of the issues or bugs in the integration development.

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