Products
All products and/or services (“Services” as defined below) to be delivered to Defmacro Software Private Limited or one or more of its affiliates (“Cleartax”) shall be subject to acceptance of these Terms of Business for Vendors (“Terms of Business”) which shall form part of or deemed to be incorporated by reference in every valid purchase order or any similar product and/or services requisitioning documents (“PO”) issued by Cleartax to any person,body corporate or entity with whatever name called including but not limited to partners, associates, agents, contractors, service providers etc. (“Vendor”) selected to supply provide identified Services. No payment for any Services will be made in the absence of a valid PO detailing the Services to be provided therein.
1. Definition(s):
1.1 The following terms shall have the meanings herein after assigned to them. Any terms not specifically defined below shall have the same meaning as assigned to them in the respective clauses/ sub-clauses/ paragraphs of these Terms.
(a) “Affiliate” with respect to a Person, shall mean any Person that directly or indirectly through intermediaries, Controls, is Controlled by or is in common Control with such Person.
(b) “Applicable Law” means any law, statute, rule, regulation, order, circular, decree ,directive, judgment, decision or other similar mandate of any applicable central, national, state or local governmental authority having competent jurisdiction over, orapplication to a Party or subject matter in question.
(c) “Authorized User” shall mean any Cleartax employee, contractor, consultant, auditor or agent, or any other individual or entity authorized by Cleartax to access and use the Services hereunder
(d) “Cleartax Data” shall mean (i) Cleartax data collected, used, processed, stored, orgenerated as the result of the use of the Services; and (ii) Personal Data collected,used, processed, stored, or generated as the result of the use of the Services.
(e) “Confidential Information” in the context of these Terms, shall mean and include any information of Cleartax or any Affiliate disclosed and/or transferred, either directly or indirectly, in writing or orally, visually or electronically, or by inspection of tangible objects (including without limitation documents, prototypes, and samples) to the Vendor, including (i) inventions, innovations, works or intellectual property and any idea or know-how; (ii) trade secrets of Cleartax or any Affiliate and/or all otherinformation belonging or relating to the business of Cleartax and its Affiliates that is not generally known; (iii) information relating to the development, utility, operation,functionality, performance, cost, know-how, details of present and proposedbusinesses, formulas, ideas, strategies, techniques, policy, data related to employees, present or proposed vendors/customers, information regarding research and development of future products, new products concepts and technical information,schematics, techniques, suggestions, development tools and processes, unpublished financial statements, budgets and other financial details such as financial information about profits, financial models, breakdown of market shares, presentations and other market forward looking views and estimations and all analyses compilations data studies and other documents containing or based in whole or in part on any such information or reflecting the views, opinion or interests in the business, markets, sales, and bids and any related financial information, computer programming techniques, computer programs, designs, drawings, manuals, electronic codes, and improvements, software demonstration programs, routines, algorithms, computer systems, documentation, procedures, records, memoranda, reports, methodologies and related technical information, plans, forecasts, licenses, prices or lists (including lists of customers, distributors, representatives, employees), any apparatus, modules, books, papers, model sketches, quotes, bids, controls, operating procedures, organisation responsibilities, marketing matters and any policies or procedures, software programs and files, operating manuals, user manuals documentation, source code and any and all information or other data of any kind and descriptions, including electronic data recorded or retrieved by any means as well as written or verbal instructions or comments and the like; (iv) information of third parties, including former, existing or prospective agents, customers, distributors, resellers, channel partners, partners, service providers, vendors, suppliers or Affiliates; (v) Cleartax Data and (v) all records of the above information, whether contained in a document, disc, drive, computer system, brochure, booklet, internet cloud or otherwise.
(f) “Control” shall mean (i) the possession, directly or indirectly, of the power to director cause the direction of management and policies of a Person or entity whether through the ownership of voting securities, by agreement or otherwise or the power to elect more than half of the directors, partners or other individuals exercising similar authority with respect to a Person or entity; or (ii) the possession, directly or indirectly, of a voting interest in excess of 51% (fifty one percent) in the Person orentity. The words “Controls” or “Controlled by” or “Controlling” shall be construed accordingly.
(g) “Deliverables” shall mean any materials derivative of or incorporating Cleartax Data and all materials developed through Professional Services.
(h) “Documentation” shall mean documents and information concerning the features, functions, service level capacity, and other aspects of the Service.
(i) “Intellectual Property Rights” shall mean either individually or collectively the following worldwide rights relating to intangible property, whether or not filed, perfected, registered or recorded and whether now or hereafter existing, filed, issued or acquired: (i) patents, patent disclosures, patent rights, know-how, including any and all continuations, continuations-in-part, divisions, reissues, re-examinations,utility, model and design patents or any extensions thereof; (ii) rights associated withworks of authorship, including without limitation, copyrights, copyright applications, copyright registrations; (iii) rights in trademarks, trademark registrations, andapplications therefor, trade names, service marks, service names, logos, or tradedress; (iv) rights relating to the protection of trade secrets and confidential information; and (v) Internet domain names, Internet and World Wide Web (www) URLs or addresses; (vi) mask work rights, mask work registrations and applications therefore; and (vii) all other intellectual or proprietary rights anywhere in the world including rights of privacy and publicity, whether or not requiring registration and whether or not such registration has been obtained.
(j) “Person(s)” shall mean any individual, sole proprietorship, unincorporated association, unincorporated organisation, body corporate, corporation, company, partnership, unlimited or limited liability company, joint venture, government authority or trust or any other entity or organization.
(k) “Personal Data” shall mean any information relating to an identified or identifiable natural person; an identifiable natural person is one who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, an identification number, location data, an online identifier or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of that natural person.
(l) “Professional Services” shall mean the installation, implementation, training, configuration, consulting, or other professional services provided here under by the Vendor to Cleartax as set out in these Terms.
(m) “Services” shall mean the services provided by the Vendor as set out in the applicable Purchase Order. The Services include, without limitation, both SaaS Services and Non‑SaaS Services (as defined below).
(n) “SaaS Services” shall mean the provision of hosted software together with all other services necessary for productive use of such software including, but not limited to, user identification and password change management, data import / export, monitoring, technical support, maintenance, backup and recovery, by the Vendor. The Services and service levels are more particularly described under the applicable Purchase Order. In addition to the general provisions of these Terms, the sections specifically relating to SaaS Services shall apply to the provision of SaaS Services.
(o) “Non-SaaS Services” shall mean all other services provided by the Vendor as described in an applicable Purchase Order. In addition to the general provisions ofthese Terms, the sections specifically relating to Non‑SaaS Services shall apply tothe Non‑SaaS Services.
(p) “Service Level Agreement” shall mean the additional terms and conditions for service levels, support and maintenance of SaaS Services as set forth under the applicable Purchase Order or as otherwise agreed between Cleartax and Vendor.
(q) “Service Jurisdiction” means the jurisdiction where a specific Service may be provided under an applicable Purchase Order. In accordance with the Service Jurisdiction applicable, the Services may be provided to an Affiliate of Cleartax as set out under the applicable Purchase Order. In addition to the general provisions of these Terms, the sections specifically applicable to a Service Jurisdiction shall apply to Services provided in such Service Jurisdiction.
(r) “Terms of Business” or “Terms” shall mean this document together with the POs and other annexures or schedules that may refer to these Terms of Business located at
https://cleartax.in/s/terms-for-business-vendors.
1.2. Unless the context otherwise requires, these Terms shall be construed as follows:
a. words using the singular or plural number also include the plural or singular number, respectively;
b. the terms "'hereof", "herein", "hereby", "hereto" and derivative or similar words refer to these Terms;
c. the term "Recital", "Section", "Clause", "sub-Clause", "Schedule", "Attachment" and "Annexure" refers to the specified recital, section, clause, schedule, attachment and annexure, respectively, of these Terms;
d. recitals shall form an integral part of these Terms;
e. a reference to a document or instrument includes the document or instrument as novated, altered, supplemented or replaced from time to time;
f. any agreement, notice, consent, approval, disclosure or communication under or pursuant to these Terms is to be in writing;
g. references in these Terms to statutory/regulatory provisions shall be construed as references to those provisions as modified, replacement or reenacted from time totime and to any subordinate legislation made under such provisions;
h. headings, bold, italicized and other stylized type faces are only for convenience and shall not be considered for the purposes of interpretation/construction of these Terms;and
i. time is of the essence in the performance of the Parties’ respective obligations; if any time period specified herein is extended, such extended time shall also be of the essence.
2. Scope of Services - SaaS Services
2.1. The Vendor hereby grants to Cleartax, its Affiliates and its Authorised Users, a renewable, irrevocable (except as provided for herein), non exclusive, royalty-free, and worldwide right to access and use the Services.
2.2. The Vendor acknowledges and agrees that Cleartax shall have a right to increase or decrease the number of Authorized Users.
2.3. The Vendor shall, in the initial implementation of the Services and on an on-going basis throughout the Term, cooperate with Cleartax and its Affiliates, or any applicable third-party service providers in the integration of the Services with any systems, networks, hardware, or software of the Vendor and its Affiliates, or any applicable third-party service providers.
2.4. Control and Location of Services: Unless otherwise, mutually agreed between the Parties, the Services, including data storage, shall be provided solely from within such territory as set out at Annexure 1 of this Agreement for each applicable Service Jurisdiction and on computing and data storage devices residing therein.
2.5. Hosting and Storage: The Vendor shall, at no additional charge to Cleartax, maintain all facilities, systems, data storage, networks, hardware, and software necessary for provision of the Services to Cleartax.
2.6. Maintenance: The Vendor shall ensure that the the functionality of the Services is available to Cleartax at all times and shall implement at no additional cost to Cleartax: (i) bug fixes, corrections, modifications and work arounds; (ii) updates, upgrades, enhancements, and improvements to the Services; and (iii) updates, upgrades, enhancements, replacements (if applicable), and improvements to related software and hardware maintenance. Cleartax may elect to decline to receive or use any update, upgrade, enhancement, or improvement to the Service. In the event that the implementation of any of the foregoing creates bugs or defects or causes a breach of the Services, the Vendor will provide support, bug fixes, and workarounds to correct such bug or defect at no additional cost to Cleartax.
2.7. Documentation: The Vendor shall provide Documentation to Cleartax and shall ensure that such documentation accurately and completely describes the functions and features of the Services, including all subsequent revisions thereto. The Vendor shall ensure that Documentation is easily understandable by a typical end-user and shall provide sufficient instruction and training to Authorized Users to become self-reliant with respect to access and use of the Services.
2.8. Changes in Functionality: Vendor shall not reduce or eliminate functionality in the Services during the Term of these Terms. In the event, the Vendor reduces or eliminates functionality in the Services, Cleartax, at its sole discretion and determination, shall have, in addition to any other rights and remedies under these Terms or at law, the right to terminate these Terms forth with and be entitled to a return of any prepaid Services fees. Where the Vendor increases functionality in the Services, such functionality shall be provided to Cleartax without any increase in the Services Fees.
2.9. Subcontractors: Vendor shall not enter into any subcontracts for the performance of the Services or assign or transfer any of its rights or obligations under these Terms. Without prejudice to the foregoing, any use of subcontractors by the Vendor shall not relieve Vendor of any of its duties or obligations under these Terms, and Vendor shall be solely responsible for any breach of obligations herein by any such subcontractor.
2.10. Service Levels: The Vendor shall provide the Services in accordance with the service levels set out in the Service Level Agreement. The Vendor agrees that, time is of essence in performance of its obligations including the obligations set out in the Service Level Agreement. In the event Vendor fails to adhere to terms of the Service Level Agreement, then Cleartax, shall have the right, in addition to any other rights and remedies under these Terms or at law, to terminate these Terms forth with and been titled to a return of any prepaid Services fees.
3. Scope of Services – Non SaaS Services
3.1. The Vendor shall provide Services to Cleartax in accordance these Terms and the applicable Purchase Order. Cleartax reserves the right to add, delete, substitute and amend the scope of Services during the Term (as defined below) of these Terms by prior written intimation.
3.2. The Vendor shall undertake adequate and necessary activity to perform its obligations under these Terms.
The Vendor will maintain complete and accurate records relating to the Services performed here under for a period of 3 (three) years beyond the expiration or termination of these Terms. Cleartax will have the right to inspect and audit Vendor’s records including but not limited to the books of accounts and other documents at Vendor’s place of business during normal business hours for the Term (as defined below) of these Terms and for a period of 1 (one) year there after at Vendor’s cost. If such audit or audits reveal any error or discrepancy of any nature whatsoever, such error or discrepancy will be promptly corrected and any amount payable to Cleartax asa result of such audit shall promptly be paid by the Vendor.
3.3. Subcontractors: Vendor shall not enter into any subcontracts for the performance of the Services or assign or transfer any of its rights or obligations under these Terms without prior written consent of Cleartax. Without prejudice to the foregoing, any use ofsubcontractors by the Vendor shall not relieve Vendor of any of its duties or obligations under these Terms, and Vendor shall be solely responsible for any breach of obligations herein by any such subcontractor.
4. Invoicing and Payments
4.1. Subject to these Terms and upon completion of the Services or successful system activation or implementation of the Services (as applicable to the nature of the Services), Cleartax will pay fee to the Vendor, as set out under the applicable Purchase Order (“Service Fees”). Cleartax may deduct tax at source in accordance with Applicable Law.
4.2. The Vendor shall submit invoices to Cleartax in the form and manner acceptable to Cleartax. Cleartax will pay valid and undisputed invoices within 30 (thirty) days from the date of receipt of invoice, except for those portions of any invoice that Cleartax disputes in good faith. All the payments under these Terms shall be made in such currency as set out under the applicable Purchase Order.
4.3. Parties shall endeavor to settle any dispute relating to the invoice within a period of 15(fifteen) calendar days from the date of receipt of the notice of dispute. If Parties fail tosettle the disputed amount within the aforesaid period, the disputed amount shall be settled between the Parties in accordance with the dispute resolution procedure provided in these Terms. Pending the settlement of any such dispute, the Vendor shall continue to provide the Services as per the terms and conditions of these Terms.
4.4. Any typographical error or like inconsistency in the invoice shall, upon being notified, be rectified immediately by the Vendor.
4.5. As a material term of these Terms, the payment of Service Fees by Cleartax under these Terms represents Cleartax’s entire payment obligation for the Services hereunder.
4.6. Notwithstanding anything in these Terms, if the Vendor fails to provide Services to the reasonable satisfaction of Cleartax, then Cleartax shall be entitled to with hold paymentsto be made to the Vendor and shall be entitled to refund of the Service Fees paid to the Vendor. Any amounts due from the Vendor to Cleartax, such as refunds, may be set off, at Cleartax’s sole election, against any current or future fees due to the Vendor. Any such amounts that are not so applied by Cleartax shall be paid to Cleartax by the Vendor within 30 (thirty) days following Cleartax’s request.
4.7. The Vendor shall always be compliant with the Tax requirements as set out underAnnexure 2 (Tax Compliances) of these Terms.
4.8. Except as expressly provided in these Terms, the Vendor is not entitled to any further payment of any kind (including royalties) with respect to Services performed here under. It is understood and agreed that the Vendor is solely responsible for central, state, or local direct and indirect taxes, interest, assessments, and penalties, if any, that are or will become due and payable under Applicable Law in connection with the performance of Services. Cleartax makes no representations or warranties regarding the Vendor’s tax obligations or liabilities concerning these payments. The Vendor hereby agrees to indemnify, defend (at Cleartax’s sole election), and hold Cleartax harmless from and against all liabilities, losses, costs, expenses, interest, payments and penalties (including reasonable attorneys’ fees) which may result from the Vendor’s actual or alleged breach of its obligations under this Clause 4.
5. Term and Termination
5.1. Term
These Terms shall remain in force for such period as set out under the applicable Purchase Order (“Term”). The Term may be renewed by mutual written consent of Parties.
5.2. Termination
(a) Cleartax may terminate these Terms without cause by providing 30 (thirty) days prior written notice to the Vendor.
(b) Either Party may terminate these Terms upon written notice to the other Party in the event: (i) the other Party commits a material breach of these Terms and fails to cure such default to the non-defaulting Party’s reasonable satisfaction within 30 (thirty) days after receipt of notice; or (ii) the other Party becomes insolvent or bankrupt, assigns all or a substantial part of its business or assets for the benefit of creditors, permits the appointment of a receiver for its business or assets, becomes subject to any legal proceeding relating to insolvency or the protection of creditors’ rights or otherwise ceases to conduct business in the normal course.
5.3. Consequences of Termination
(a) Upon expiration or earlier termination of these Terms, the Vendor shall forth with cease use of all Confidential Information and intellectual property which belongs or maybe long to Cleartax and/or one or more of its Affiliates under these Terms or otherwise, including but not limited to any Intellectual Property Rights, and shall, at the request of Cleartax, forthwith return to Cleartax, or otherwise disposed of as Cleartax may instruct, all Confidential Information and other documents and materials whatsoever provided to the Vendor and/or its employees and agents. The Vendor shall provide a declaration/undertaking in writing and signed by the authorised signatory of Vendor to Cleartax, stating that all Confidential Information has been returned or otherwise disposed of as instructed by Cleartax.
(b) The Vendor will deliver to Cleartax, all documents, drafts, work papers, notes, drawings and charts of any description produced by the Vendor in the course of providing Services hereunder.
(c) The termination of these Terms shall not affect the respective rights and liabilities of the Parties here to accrued prior to such termination. In the event of termination, Cleartax shall be entitled to a prompt pro-rata refund of the Service Fees paid to the Vendor, for the unused services.
6. Obligations of Vendor – SaaS Services
6.1. The Vendor shall provide the Services in accordance with these Terms.
6.2. The Vendor shall carry out its duties and obligations under these Terms in a timely and diligent manner and shall ensure the highest standard of care, skill, expertise, diligence prudence, and foresight is provided in performing the Services which standard shall be no less stringent that best industry standards and ethical business practices.
6.3. The Vendor shall execute and discharge the Services to the entire satisfaction of Cleartax in accordance with the direction and specific instructions as may be issued by Cleartax from time to time. The Vendor shall ensure that the Services are provided strictly within the turn around time prescribed by Cleartax.
6.4. The Vendor is responsible and liable for compliance and implementation of all statutory provisions applicable to it as per Applicable Law and to its employees from time to time and with the applicable anti-bribery and anti-corruption, anti-money laundering laws.
6.5. The Vendor shall comply with and shall ensure that all its personnel comply with all Applicable Laws. The Vendor shall undertake and implement all changes that are necessary to comply with the Applicable Laws during the Term of these Terms without any additional cost or charge to Cleartax.
6.6. The Vendor shall obtain and maintain all licenses, registrations, approvals, permissions,sanctions, etc. under Applicable Law which is necessary to perform the Services. The Vendor will promptly notify Cleartax in writing in the event any permit or license isrevoked or has expired. Cleartax shall in the event of any violation of this Clause 6.6, have the option at its sole discretion, with no further liability, to terminate these Terms with immediate effect without notice or payment in lieu thereof.
6.7. The Vendor shall provide Cleartax with necessary documentary evidence of compliance and registrations under all Applicable Law, as and when required by Cleartax.
6.8. Timely provision of the Services and Deliverables is of the essence of these Terms, and the Vendor shall notify Cleartax immediately of the Vendor becoming aware of any likely delay in such provision.
6.9. The Vendor shall not enter into agreements nor make any promises on behalf of Cleartax, unless the same shall have been expressly authorized by Cleartax in writing.
6.10. The Vendor shall undertake any repair, replacement, up gradation or procurement of infrastructure such as premises, network connections or other resources necessary for the provision of the Services, at its own cost.
6.11. The Vendor agrees that any Services which are not performed to the reasonable satisfaction of Cleartax or fails to meet the requirements of Cleartax as stated expressly in these Terms shall be re-performed or rectified by the Vendor at its own cost and expense to the reasonable satisfaction of Cleartax.
6.12. The Vendor shall engage, at its own cost, such number of suitably qualified, experienced and competent personnel as may be required for the performance of the Services. The Vendor shall at all times maintain evidence of the previous experience, qualifications and competence of any of its personnel engaged in the performance of such Services and provide the same to Cleartax when requested.
6.13. Notwithstanding the stipulation by Cleartax as to qualification, experience, competence of the Vendor’s personnel who may be engaged by the Vendor for discharging its obligations under these Terms, Cleartax shall not have or shall not be deemed to have any employer/ employee or principal/agent relationship with the Vendor’s personnel and no such relationship shall be deemed to be created between the Vendor’s personnel and Cleartax by virtue of the Vendor engaging them for discharging its duty under these Terms. It is declared and confirmed by the Vendor that it has engaged its personnel solely towards discharge/ supply of Services under these Terms and shall obtain the prior written consent of Cleartax for making any change or substitution of such personnel.
6.14. The Vendor shall withdraw and bar its personnel from the provision of the Services if, in the sole opinion of Cleartax:
(a) the quality of Service rendered by the said personnel is not in accordance with the quality and specifications as agreed between the Vendor and Cleartax; or
(b) it is not in the interest of Cleartax that such personnel of the Vendor continues to be involved in the provision of Services.
6.15. The Vendor shall prior to engaging any personnel conduct a background verification and shall not knowingly engage or retain any person with a criminal record/convictionand, shall immediately on becoming aware of any personnel having a criminal record/conviction, shall bar such person from participating directly or indirectly in the provision of Services under these Terms.
6.16. The Vendor shall indemnify Cleartax for any damages /losses/liabilities accrued or suffered by Cleartax arising from or in connection with any act or omissions on part of its personnel.
6.17. The Vendor shall regularly provide updates to Cleartax with respect to the provision of the Services and shall discuss and review its performance at such intervals as shall be required by the Cleartax.
6.18. The Vendor shall develop and establish a robust framework for documenting, maintaining and testing business continuity and recovery procedures. The Vendor shall also periodically review, test and update such procedures and shall conduct joint testing and recovery exercises with Cleartax at such intervals as may be required by Cleartax.
6.19. The Vendor shall adopt necessary policy, processes and mechanisms to prevent and detect any occurrence fraud, security breaches or such other incidents which threatens or adversely impact the provision of the Services or the interests of Cleartax and/or any of its customers. In the event the Vendor detects fraud, security breaches or data breaches or leakage of Confidential Information, or such other incidents, it shall immediately notify /report the same to Cleartax in writing and share the reason for such fraud, breaches or for incidents and the remedial actions which the Vendor proposes to undertake.
6.20. The Vendor shall not exercise any lien on any of the assets, properties, documents, instruments, or material belonging to Cleartax and in the custody of the Vendor for any amount due or claimed to be due by the Vendor from Cleartax and shall hand over all the records or material to Cleartax at such intervals as may be decided by Cleartax.
6.21. The Vendor shall not directly or indirectly make or procure that it’s personnel makes any irregular payments or gifts, or offers or promises of payments or gifts or things of value, directly or indirectly, to any official or employee of any national, state, or local government or any agency or instrumentality thereof, to any candidate for public office, to any political party, or any officer or employee thereof for and on behalf of Cleartax or its associates or affiliates.
6.22. The Vendor shall not directly or indirectly pay or procure that it’s personnel pays or tender directly or indirectly, any commission or finders or referral fee to any person orfirm in connection with any Services provided or to be provided under these Terms.
6.23. In the event any change is proposed in the ownership and/or control of the Vendor or constitution of the Vendor pursuant merger or acquisition or due to any other reason whatsoever, the Vendor agrees to intimate Cleartax of such change 3 (three) months in advance and the Cleartax at its sole discretion shall be entitled to take a decision on continuing these Terms with the Vendor.
6.24. The Vendor undertakes to allow Cleartax to report to any statutory/ regulatory authority the details of the Vendor and that of these Terms, in the event of the Vendor being involved in fraud or investigation to comply with the provisions of any Applicable Lawor regulatory or statutory instructions /directives.
6.25. The Vendor shall permit and provide necessary access to the officers/ consultants /service providers appointed by Cleartax to carry out verification / authorization / audit of the Services carried out by the Vendor.
6.26. The Vendor shall ensure appropriate segregation in its premises between the area used for providing Services under these Terms and carrying on its other activities.
6.27. The Vendor shall ensure that appropriate fire protection and detection mechanisms are adopted and installed in critical locations, data center/server room of the Vendor pertaining to the provision of Services under these Terms.
6.28. The Vendor hereby agrees, confirms and undertakes that all key personnel (engaged inactivities other than data entry) engaged in rendering Services for Cleartax’s account shall have undergone or shall undergo police verification and / or criminal check and background verification to be specified/ performed by Cleartax staff or caused to be specified or performed by engaging independent agencies at the Vendor’s costs and expenses.
6.29. The Vendor shall at all times establish and maintain accurate and up-to-date records required by Applicable Law, or as instructed by Cleartax from time to time including audit trails and transaction logs and shall also make all the filings and submit returns asrequired under Applicable Laws including labour/tax/money laundering legislations.
6.30. The Vendor shall at all times ensure that, it is not owned or controlled by any director/officer/employee of Cleartax or their relatives.. Without in any manner, diluting the obligations as set out above, the Vendor shall promptly provide information to Cleartax, if the Vendor is owned or controlled by any director/officer/employee of Cleartax or their relatives, during the Term.
6.31. The Vendor shall provide, as and when required by Cleartax, a certificate from an independent expert, as acceptable to Cleartax, certifying that the Vendor has complied with and is not in breach of any statutory compliance statutory compliances under Applicable Laws including labour/tax/money laundering legislations.
6.32. Unless otherwise agreed, the Vendor shall be expected to use its own equipment and materials when providing the Services and Deliverables. The Vendor shall be responsible for the care, control, security, insurance and maintenance of any equipment and materials used or provided by the Vendor or any person connected with the Vendor, to perform these Terms.
6.33. Furthermore, the Vendor shall be responsible for the care, control and security of any Cleartax equipment and materials provided to the Vendor to perform the Services. The Vendor shall use such equipment and materials only for the purposes stated in these Terms and shall keep confidential all passwords, access codes and similar security measures. The Vendor shall take all necessary steps to ensure that any of Cleartax’s Confidential Information which comes into its possession or control is protected and the Vendor’s agreement to comply with the requirements of this Clause 6.33 is a condition of these Terms.
7. Obligations of Vendor – Non SaaS Services
7.1. The Vendor shall provide the Services in accordance with these Terms.
7.2. The Vendor shall carry out its duties and obligations under these Terms in a timely and diligent manner with expertise, with the highest professional standards and ethical business practices and shall execute and discharge the Services to the entire satisfaction of Cleartax in accordance with the direction and specific instructions as may be issued by Cleartax from time to time.
7.3. The Vendor is responsible and liable for compliance and implementation of all statutory provisions applicable to it as per Applicable Law and to its employees from time to time and with the applicable anti-bribery and anti-corruption, anti-money laundering laws.
7.4. The Vendor shall obtain and maintain all licenses, registrations, approvals, permissions, sanctions, etc. under Applicable Law which is necessary to perform the Services. The Vendor will promptly notify Cleartax in writing in the event any permit or license is revoked or has expired. Cleartax shall in the event of any violation of this Clause 7.4, have the option at its sole discretion, with no further liability, to terminate these Terms with immediate effect without notice or payment in lieu thereof.
7.5. The Vendor shall provide Cleartax with necessary documentary evidence of compliance and registrations under all Applicable Law, as and when required by Cleartax.
7.6. The Vendor agrees that any Services which are not performed to the reasonable satisfaction of Cleartax or fails to meet the requirements of Cleartax as stated expressly in these Terms shall be re-performed or rectified by the Vendor at its own cost and expense to the reasonable satisfaction of Cleartax.
7.7. The Vendor shall engage, at its own cost, such number of suitably qualified, experienced and competent personnel as may be required for the performance of the Services. The Vendor shall at all times maintain evidence of the previous experience, qualifications and competence of any of its personnel engaged in the performance of such Services and provide the same to Cleartax when requested.
7.8. Notwithstanding the stipulation by Cleartax as to qualification, experience, competence of the Vendor’s personnel who may be engaged by the Vendor for discharging its obligations under these Terms, Cleartax shall not have or shall not be deemed to haveany employer/ employee or principal/agent relationship with the Vendor’s personnel and no such relationship shall be deemed to be created between the Vendor’s personnel and Cleartax by virtue of the Vendor engaging them for discharging its duty under these Terms.
7.9. The Vendor shall regularly provide updates to Cleartax with respect to the provision of the Services and shall discuss and review its performance at such intervals as shall be required by the Cleartax.
7.10. In the event any change is proposed in the ownership and/or control of the Vendor orconstitution of the Vendor pursuant merger or acquisition or due to any other reason whatsoever, the Vendor agrees to intimate Cleartax of such change 3 (three) months in advance and the Cleartax at its sole discretion shall be entitled to take a decision on continuing these Terms with the Vendor.
8. Representations and Warranties
The Vendor hereby represents and warrants that:
8.1. it is duly incorporated and validly existing under the Applicable Laws;
8.2. it has full power and capacity to enter into and perform its obligations under these Terms, including under Applicable Laws and has taken all necessary corporate and/or third party consents, authorizations, permission for the execution and performance thereof and these Terms when executed will constitute valid and binding obligations on and against it, in accordance with its terms and conditions;
8.3. it holds, at all times, all relevant licenses and/or permits necessary under all Applicable Law for it to perform the Services here under and shall register these Terms with any appropriate body if required;
8.4. it shall not, in performance of its duties and obligations under these Terms, put itself or the other Party in breach of any Applicable Law;
8.5. it is not, at the time of entering into these Terms, insolvent and knows of no circumstance which would entitle any creditor to appoint a receiver or petition for winding up or bankruptcy (as the case may be) or to exercise any other rights over or against its assets or any event analogous to any of the foregoing under the laws of any applicable jurisdiction.
8.6. it is in the business of providing the Services;
8.7. the Services are fit for the ordinary purposes for which they will be used;
8.8. it possesses necessary skills, knowledge, experience, expertise, required capital net worth, adequate and competent personnel, systems, equipment and procedures and capability to duly perform its obligations in accordance with the terms of these Terms;
8.9. it acknowledges that Cleartax is relying on its representation of its experience and knowledge, and that any substantial misrepresentation may result in damage to Cleartax;
8.10. it has complete knowledge of the particular purpose for which the Services are required by Cleartax;
8.11. it has not been black listed by any government department or regulatory / statutory authority;
8.12. it is in compliance with all Applicable Laws;
8.13. the execution, delivery and performance of these Terms by the Vendor in accordance with its terms shall not:
(a) violate or conflict with its articles or memorandum of association or any other organizational / constitutional documents;
(b) conflict with, result in the breach or termination of, or constitute a default under, any agreement or arrangement to which it is a party or by which it or any of its properties or assets may be bound;
(c) constitute a violation of Applicable Law, and
(d) result in the creation or imposition of any lien, charge or encumbrance upon the capital stock, properties or assets of it;
8.14. there are no judicial or administrative actions, proceedings or investigations pending or, threatened against it, which would have an adverse effect on its capacity to perform its obligations under these Terms;
8.15. it shall not violate any Intellectual Property Rights of Cleartax and any third party, while providing the Services;
8.16. any recipe, formula or instruction contained in the Deliverables will not, if followed accurately, cause any injury, illness or damage to the user;
8.17. nothing in the Deliverables is liable to give rise to a criminal prosecution or to a civilaction for damages or any other remedy;
8.18. any and all software programs contained in the Deliverables are free of harmful code of any description whether called viruses, worms, trojans or otherwise;
8.19. the Vendor shall not do or omit to do anything or become directly or indirectly involved in any matter whatsoever which may in Cleartax’s sole opinion be damaging to the reputation of Cleartax;
8.20. it is not owned or controlled by any director/officer/employee of Cleartax or the irrelatives.;
8.21. the Services and any other work performed by the Vendor hereunder or Cleartax’s use thereof as permitted under these Terms shall not infringe upon any Intellectual Property Rights of any third-party, and that it has neither assigned nor otherwise entered into anagreement by which it purports to assign or transfer any right, title, or interest to any technology or Intellectual Property Right that would conflict with its obligations under these Terms;
8.22. it shall disclose any third-party whose intellectual property is incorporated into the Services or who is necessary for the performance of the Services and it shall maintain inforce written agreements with such third-party, if any, for the Term of these Terms (including any renewed term);
8.23. it has the expertise to perform the Services in a competent, workmanlike, and professional manner and in accordance with the professional standards.
8.24. The Vendor has not and nor any Associated Persons or former Associated Persons has, directly or indirectly:
(a) violated or is in violation of Money Laundering Laws, Anti-Bribery Laws, or rules, regulations, guidelines of the OFAC (“OFAC Regulations”) and other applicable anti-corruption Laws; or
(b) 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.
8.25. Neither the Vendor 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 oralleged 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.
8.26. The Vendor 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.
For the purposes of this Clause:
“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;
“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);
“Money Laundering Law” 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 there under and any related or similar rules, regulations or guidelines, issued, administered or enforced by any governmental or regulatory agency; and
“OFAC” means the Office of Foreign Assets Control of the Department of the Treasury of the United States of America.
8.27. The Vendor has not nor has any affiliate or their respective directors, officers, managers, employees, its independent contractors, representatives or agents violated the provisions of the FCPA, the UKBA or PCA or any other applicable anti-bribery or anti-corruption law. None of the any of their directors, officers, employees and its agents or representative has, in any way in relation to the Vendor or any of the Vendor’s subsidiaries or Affiliates, (i) have offered, promised, made, paid or received or will offer, promise, make, pay or receive any bribe, kickback or other similar payment or transfer of value for the benefit of any person in connection with obtaining or retaining business or to secure an improper advantage (including, but not limited to, with respect to its respective capital contributions, including additional contributions and funding and in-kind capital contributions) or any other party hereto; (ii) have authorized, induced, or caused or will authorize, induce, or cause any Person to offer, promise, make, pay or receive any such payment or transfer of value in connection with obtaining or retaining business or to secure an improper advantage (including, but not limited to, with respect to its respective capital contributions, including additional contributions and funding and in-kind capital contributions) or any other party hereto;or (iii) possess knowledge or reason to know that any such payment or transfer of value has occurred or will occur in connection with obtaining or retaining business or to secure an improper advantage (including, but not limited to, with respect to its respective capital contributions, including additional contributions and funding and in-kind capital contributions).
9. Confidentiality and Data Protection
9.1. The Vendor shall not use the name or trademarks of Cleartax in its advertising or other publications or in any other manner without the prior written consent of Cleartax and the approval of such content.
9.2. The Vendor shall keep in strict confidence and shall not, without the prior written consent of Cleartax, use for a purpose other than for the furtherance of the purpose set out in these Terms or disclose to any third party Confidential Information received from Cleartax or any other data pertaining to Cleartax that may come into Vendor’s possession in any form before or during the course of performance of the Services including information having commercial value, any intellectual property of Cleartax including but not limited to the use of any name, trademarks of Cleartax and other information of a confidential nature acquired in the course of dealings between the Parties under these Terms. The Vendor shall disclose Confidential Information only to such employees/sub-contractors (“Representatives”) who have a need to know the Confidential Information for undertaking the performance of the Services, with the prior written consent of Cleartax. The Vendor shall procure from such employees/sub-contractors a written undertaking to protect the Confidential Information and, upon request, promptly furnish such undertakings to Cleartax. The Vendor shall be responsible for any breach of any such undertaking by any of its employees/sub-contractors, and any such breach shall be deemed to constitute a breach of Vendor’s obligations under these Terms.
9.3. The Vendor party agrees to protect the confidentiality of the Confidential Information in the same manner that it protects the confidentiality of its own proprietary and confidential information of like kind, but in no event shall the Vendor exercise less than reasonable care in protecting such Confidential Information.
9.4. The Vendor’s duty to protect Confidential Information continues in perpetuity and does not expire after the conclusion of the Term. The obligations of confidentiality and non-use imposed under this Clause 9 are world wide in scope and will apply to all Confidential Information disclosed by Cleartax to the Vendor before or after the Effective Date in connection with these Terms. Upon termination or expiration of these Terms, all Confidential Information will remain the property of Cleartax and the Vendor will return and then destroy all of its copies of such information, including summaries thereof, in the manner provided in Clause 4.3(a).
9.5. The above obligations of confidentiality shall not apply to Confidential Information, if the Vendor can demonstrate is at the date hereof, or here after becomes, public knowledge through no fault of the Vendor.
9.6. Confidential Information may be disclosed by the Vendor to any governmental or other statutory or regulatory body pursuant to any applicable or relevant law or regulations only to the extent necessary for the purposes contemplated by these Terms, or as is required by Applicable Law, and subject in each case to the Vendor using its best endeavors to ensure that, (a) the person in question keeps the same confidential, does not use the same except for the purposes for which the disclosure is made; and (b) and the Vendor reasonably cooperates with the Cleartax’s efforts to secure an appropriate protective order. In an event of compelled disclosure, the Vendor shall ensure disclosure is restricted only to the extent necessary and without compromising the integrity of the Confidential Information.
9.7. The provisions of this Clause 9 shall be applicable to any Confidential Information shared prior to the execution of these Terms.
9.8. Data Protection:
(a) Data Security
(i) The Vendor shall comply with (A) all Applicable Laws relating to the collection, use, storage, transmission, disclosure, delivery, destruction, or any other processing of Cleartax Data; (B) the terms of any data processing addendum between the Parties; (B) all applicable terms of use and privacy policies of the Cleartax and any other policies and requirements provided by Cleartax; (C) industry best practices and other self-regulatory guidelines relating to Cleartax Data and where SaaS Services may be provided, (B) the terms of any data processing addendum between the Parties. The requirements of this Section 7.7 shall be deemed obligations of confidentiality for purposes of these Terms.
(ii) Security Controls (applicable where Services provided are SaaS Services). Inorder to protect the confidentiality, security, integrity and availability of the Confidential Information, the Vendor will implement and maintain reasonable security measures including electronic, physical, and administrative controls appropriate to the nature of the Confidential Information including the following:
A. The Vendor shall establish and maintain an information security management program consistent with ISO 27001/27002 and as required under Applicable Laws.
B. The Vendor shall conduct quarterly vulnerability assessment and penetration testing of the Services and notify the results of such assessments to Cleartax.
C. The Vendor shall establish and maintain a written information security policy; assign segregated roles and responsibilities for information security; provide necessary support and resources; and monitor and continuously improve the security program. The Vendor will fully comply with all requirements under Applicable Laws relating to data protection, data security, and privacy law requirements.
D. The Vendor shall establish, maintain and periodically conduct (no less than once per quarter and upon any material changes to its systems or practices) an information security risk assessment process that identifies and remediates risks to the confidentiality, security, integrity, and availability ofthe Confidential Information, its systems, and the Services
E. The Vendor shall continuously identify and remediate or mitigate vulnerabilities on its systems, including without limitation by implementing weekly vulnerability scans and regularly updating and patching software.
F. The Vendor shall monitor, detect, and restrict the flow of information on a multilayered basis using tools such as firewalls, proxies, DMZ perimeter networks, and network-based intrusion detection and intrusion protection systems. The Vendor will design and implement multilayered and secure network and system segmentation
G. The Vendor shall implement best practices for data loss prevention including without limitation: encryption of the Confidential Information containing Cleartax data in motion and at rest; automated tools to identify attempts to exfiltrate data; use of certificate-based security; and secure key management policies and procedures.
H. The Vendor shall implement best practices for monitoring, auditing, alerting, and escalating threats. The Vendor shall implement best practices for logging including without limitation: the use of logging tools to collect and correlate event log data from its system; routing log data for aggregation to separate, secure systems; maintaining log data for such period as instructed by ClearTax; and conversion or normalization of log data into standard formats.
(iii) Where Services provided by the Vendor are SaaS Services,
- Cleartax may audit the Vendor’s compliance with these Terms (including via vulnerability scans) upon appropriate written notice. Cleartax may designate a third-party auditor to conduct the audit. The Vendor shall (a) promptly provide all documents and information reasonably necessary for the audit and (b) provide access to any of its systems and facilities as may be reasonably required for the audit. In the event that a material breach of this Clause 9.8 is discovered by any audit or vulnerability scan, the Vendor will reimburse Cleartax for the cost of the audit or scan(s).
- On an annual basis, the Vendor shall certify compliance with the terms of thisClause by written or electronic means to Cleartax. The Vendor’s failure to providesuch certification of compliance shall be deemed a material breach of these Termsand Cleartax may withhold payment or offset future payments, without penalty,until such time as the Vendor provides the certification.
b. Security breach (applicable where Services provided are SaaS Services)
i. Notice of Security Breaches: The Vendor will implement best practices for incident management to identify, contain, respond to, and resolve security incidents. In the event (a) that the Confidential Information is the subject of any unauthorized acquisition, loss, access, or use by any third party; (b) of an actual or suspected security breach concerning the Vendor’s systems or facilities, including the Services or Cleartax’s systems or facilities; or (c) that either party reasonably believes that the foregoing has occurred or is at risk of occurring (a “Security Incident”), the Vendor will, within 4 (four) hours of its discovery of such circumstances, report such Security Incident to Cleartax via security-reports@cleartax.in and the contact information listed for notices to Cleartax under these Terms. The Vendor shall also comply with its obligations under the Applicable Law to report any Security Incidents to relevant government authorities, provided that Cleartax’s prior written approval to a draft form of the reporting shall be taken by the Vendor before any such reporting is done by the Vendor to the relevant authorities. For the avoidance of doubt, the reporting obligations for any Security Incident in connection with the Vendor’s systems are solely on the Vendor and not on Cleartax.
ii. Security Incident Procedures: In the event of a Security Incident, the Vendor will (A) cooperate with any investigation concerning the Security Incident by Cleartax, regulators and/or law enforcement; (B) cooperate with Cleartax to comply with Applicable Laws concerning such Security Incident, including any notification to consumers; (C) engage a mutually approved third-party audit or atthe Vendor’s expense to investigate the cause of the Security Incident; and (D) be liable for any expenses associated with the Security Incident including without limitation: (I) the cost of any required legal compliance (e.g., notices required by Applicable Laws); (II) the cost of providing credit monitoring services to affected consumers; and (III) expenses related to the investigation and remediation. In no event will the Vendor serve any notice of or otherwise publicize a Security Incident without the prior written consent of Cleartax.
c. Personal Data
(i) In the course of providing the Services, the Vendor and its Representatives may obtain access to Personal Data). Such Personal Data will be considered Confidential Information of Cleartax and the same shall be protected in terms ofthis Clause 9. Any disclosure of Personal Data by Vendor to its Representatives (only if required), including by way of cross-border disclosure, must be in accordance with Applicable Laws (including any laws relating to remote access of Personal Data).
(ii) In relation to the foregoing, if Cleartax provides, or the Vendor otherwise receives, Personal Data:
A. The Vendor shall secure Personal Data by implementing all reasonable technical and organizational measures in accordance with the best industry practices (including placing adequate access controls, such as allowing access to Personal Data only through password-protected accounts) for preventing any unauthorized or unlawful access to, or accidental loss, damage or destruction of, such Personal Data. The Vendor will promptly notify Cleartax in writing on becoming aware of any breach of the foregoing.
B. The Vendor shall not provide or give access to, share, sell, part with or transfer to any third party or place outside Cleartax, either physically or remotely, any Personal Data or any profiling information, accounting information, telephone and mobile numbers unless specifically required to be disclosed under Applicable Law.
C. The Vendor and its Representatives will access, use, maintain or process Personal Data solely to fulfil its obligations under these Terms. Such Representatives’ access to Personal Data will be only on a read-only basis and they shall not be allowed to print or download any Personal Data. The Vendor will process the Personal Data solely in accordance with Cleartax’s written instructions and the terms of these Terms.
D. The Vendor shall not be authorized to conduct any form of direct marketing (through any mode of communication) related to Cleartax or any Affiliates, or their products or services, using the Personal Data. Vendor shall be fully responsible for any unauthorized collection, access, disclosure and use of Personal Data and shall immediately notify Cleartax regarding any such unauthorized actions. The Vendor shall assist Cleartax in investigating any such breach and handling related Claims.
(d) Data Extraction (applicable where Services provided are SaaS Services)
Cleartax shall, at any and all times during the Term and the Transition Period (if applicable, as defined below) be able to download, retrieve, extract, export, delete, or replace its data from the Vendor or otherwise stored/hosted by the Vendor at Cleartax’s sole discretion, and in the event that Cleartax is unable to do so through no fault of Cleartax, the Vendor will at no cost to Cleartax (i) provide Cleartax the means and tools to do so or (ii) provide Cleartax reasonable assistance to extract or delete such Cleartax data.
(e) Transition Services (applicable where Services provided are SaaS Services)
If requested by Cleartax in its sole discretion, the Parties will comply with the following transition provisions following the termination or expiration of these Terms or any applicable document for any reason in order to allow Cleartax to transition from Vendor’s provision of the Services to a third-party or internal solution in a substantially uninterrupted manner. Cleartax may request a transition period up to but not to exceed 6 (six) months following the effective date of termination or expiration (“Transition Period”), to allow for an orderly transition of Services to a third party or an internal Cleartax solution. During the Transition Period, the Vendor shall provide the Services in accordance with and subject to all the terms and conditions of these Terms and any applicable document and Cleartax shall pay all applicable, undisputed fees. The Vendor shall not unreasonably with hold, condition, or delay its consent to reasonable transition services requested by Cleartax. The return or destruction of Cleartax data shall not be deemed transition services.
(f) Disaster Recovery Plan. (applicable where Services provided are SaaS Services)
The Vendor shall utilize redundant facilities, systems, networks, hardware, and software to provide the Services and shall develop and maintain a business continuity or disaster recovery plan (“DRP”) to minimize the unavailability of the Services, including in the event of a Force Majeure Event. The facilities, systems, networks, hardware, and software with respect to the DRP shall be located within such territory asset out under Annexure 1 of the Agreement for each applicable Service Jurisdiction.The Vendor’s DRP will ensure the Services can be recovered to fully operational statewithin 1 (one) hour. The Vendor shall, upon request and at no cost to Cleartax: (i) submit for Cleartax’s review a DRP acceptable to Cleartax; (ii) update and test the operability of the DRP to ensure that the DRP is fully operational; (iii) certify to Cleartax at least once every year during the Term or upon request by Cleartax that the DRP is fully operational; and (iv) implement the DRP upon the occurrence of a material business change or disaster. The DRP must consider the integration of the Services with any systems, networks, hardware, or software pertaining to Cleartax and/or its Affiliates, or third-party vendors (as applicable).
(g) Back Up Services. (applicable where Services provided are SaaS Services)
Consistent with the security requirements of these Terms, the Vendor shall use industry standard best practices to capture and maintain backup copies of all relevant information relating to the Services, including all Cleartax Data until termination/expiry of these Terms (provided it has not been marked for deletion within the Services by Cleartax), transaction histories, software, and other relevant information necessary to the restoration of service in the event of catastrophic failure such as data loss, a Security Incident, a major outage or a Force Majeure Event. The Vendor shall further additionally (i) maintain backup copies of such records for a period of 15 (fifteen) days and (ii) maintain the audit logs of ClearTax’s activities for archival purposes for a period of 1 (one) year. Vendor shall make such records available to Cleartax upon request at no cost.
(h). The Vendor shall not sell, rent, lease, disclose, disseminate, make available, transfer, orotherwise communicate orally, in writing, or by electronic or other means, Cleartax Data to another business, person, or third party for monetary or other valuableconsideration.
(i) The Vendor acknowledges that a breach of this Clause 9 may result in irreparable harm to Cleartax for which monetary damages may not provide a sufficient remedy. Accordingly, Cleartax may seek equitable relief or injunctive relief in relation to such breach.
10. Insurance
The Vendor shall provide and maintain throughout the Term of the PO, at its own expense, the following insurance policies: (a) worker’s compensation and related insurance as prescribed by Applicable Law; (b) employer’s liability insurance per accident as prescribed by Applicable Law or as agreed between the Parties; (c) commercial general liability insurance, including products liability, including coverage for independent contractors, products liability, and completed operations, per occurrence as prescribed by Applicable Law or as agreed between the Parties; (d) professional liability insurance as prescribed by Applicable Law or as agreed between the Parties (coverage to include professional liability covering wrongful acts arising out of the performance of services, including technology products and services); and (e) cyber risk liability insurance, including network security and privacy liability insurance, for loss or damage due to a failure or violation of the security of a computer system, any failure to protect Cleartax’s Confidential Information, identity theft, or a violation of any security breach notice law, as prescribed by Applicable Law or as agreed between the Parties and for which coverage will be written on a worldwide basis such that any applicable courts in which a claim is made or where damages are to be paid is worldwide. The Vendor is liable for any applicable deductible amounts. Cleartax and/or its Affiliates, and their successors and assigns, existing now or hereafter, shall be named as additional insureds on all such policies, as applicable, and the Vendor will furnish Cleartax with a certificate of insurance consistent therewith and listing policy information, including deductions and retentions, within 30 (thirty) days of the execution of the PO. The foregoing insurance shall not be cancellable except upon 30 (thirty) days’ notice to Cleartax. Any such cancellation will not be deemed a waiver of the Vendor’s obligations or Cleartax’s rights.
11. Non-Solicit and Non-Compete
1. While rendering its services, the Vendor may interact with the employees, officers, business partners and other such persons affiliated with Cleartax. The Vendor agrees that without expressed written consent, at all times, while Vendor is rendering the services to Cleartax and for at least a period of 12 (twelve) months after the termination or expiry of this Terms of Business, the Vendor will not, directly or indirectly, either individually or otherwise solicit, divert, hire, retain (including as a consultant) or encourage to leave the employment, any employee, officer, business partner or such other affiliate of Cleartax, or hire or retain (including as a consultant) any former employee, officer, business partner or such other affiliate of Cleartax who has left the employment or contract period of Cleartax within 12 (twelve) months prior to such hiring or retention.
2. The Vendor acknowledges that it may have access to considerable information or knowledge or expertise, owned or created by or otherwise in the possession of Cleartax or its employees, officers, business partners or such other affiliates during the course of performing its obligations. Furthermore, the Vendor acknowledges it may be able to use such formation/knowledge in a manner detrimental to business interests or other interests of Cleartax. Hence, during the term of this Terms of Business and for a period of 12 (twelve) months after expiry or termination of this Terms of Business, the Vendor will not directly or indirectly solicit or induce, or attempt to solicit or induce, any present or prospective client of Cleartax by providing similar services to the said client without prior consent of Cleartax.
12. Intellectual Property Rights
(a) All Intellectual Property Rights existing prior to the Effective Date of these Terms will belong to the Party that owned such rights. Neither Party shall gain by virtue of theseTerms, any rights of ownership of copyrights, patents, design, trade secrets, trademarksor any other Intellectual Property Rights previously owned by the other Party.
(b) Cleartax shall own all right, title and interest in and to the Cleartax Data, as well as any data that is based on or derived from the Cleartax Data and provided to the Vendor as part of the Services (“Derivative Data”) and Cleartax shall own all the Intellectual Property Rights in relation to such Derivative Data. The Vendor shall own and retain all right, title and interest in and to, (i) the Services and software, all improvements, enhancements or modifications thereto, (ii) any software, applications, inventions or other technology developed in connection with the Services or support, and (iii) all Intellectual Property Rights related to any of the foregoing.
(c) For the purpose of creation of Deliverables, it is deemed that the Vendor’s relationship with Cleartax is on a ‘works made for hire’ basis and accordingly, any Intellectual Property Rights that may be created with respect to Deliverables shall be deemed to be assigned and transferred, by virtue of this Terms of Business worldwide and in perpetuity to Cleartax, and Cleartax shall thereby become the owner of the Deliverables for all purposes and the holder of all Intellectual Property Rights therein including copyright (and all renewals, extensions, and reversions thereof, and all rental rights) in and to the Deliverables and each and every aspect thereof in perpetuity and worldwide.
(d) The Vendor expressly acknowledges and agrees that Cleartax will be and remain the sole owner of all rights in and to the Deliverables and Derivative Data of every kind and character whatsoever in perpetuity and worldwide in all languages and in all media and forms of expression and communication now known or later developed. The Vendor hereby waives all “moral rights” or “artist’s rights” (if any), rental rights, and similar rights in and to the Deliverables and each and every aspect thereof, and agrees that Cleartax shall have the right to revise, condense, abridge, copy, expand, adapt, change, modify, add to, subtract from, re-assemble, re-title, re-draw, re-colour, or otherwise modify the Deliverables and Derivative Data and each and every aspect thereof, without the consent of the Vendor.
(e) Notwithstanding anything contained in Section 19(4) of the Indian Copyright Act, 1957, the rights assigned hereunder shall not lapse for any reason including but not limited to non-exercise thereof by Cleartax.
(f) The Vendor shall provide all assistance reasonably requested by Cleartax in the establishment, preservation, and enforcement of its Intellectual Property Rights in the Deliverables and Derivative Data, such assistance to be provided at Cleartax’s expense but without any additional compensation to the Vendor.
13. Indemnity
1. Notwithstanding anything to the contrary contained in the Terms of Business, the Vendor shall defend, indemnify and hold harmless Cleartax, its promoters, officers, directors, employees, affiliates, agents, sub-contractors and other representatives from any claims, demands, liabilities, suits, proceedings, penalties, costs or expenses of any kind (including reasonable attorneys’ fees and expenses) arising out of or in connection with (i) any claim of infringement of third party intellectual property rights by the Vendor or its personnel or subcontractors; (ii) Services of the Vendor or any deficiency thereof; (iii) use of the Service of the Vendor; (iv) breach of any terms and conditions, covenants, representations and warranties, obligations of this Terms of Business by the Vendor or its agents, employees, subcontractors, Vendors, directors, officers and/or representatives; (v) gross negligence and/or misconduct by the Vendor or its personnel or subcontractors; (vi) violation of any applicable laws and, or statutory obligations by the Vendor or its personnel or subcontractors; (vii) breach of confidentiality obligations under this Termes of Business by the Vendor or its personnel or subcontractors; (viii) any wilful misconduct, fraud, gross negligence or default of the Vendor or any of its agents, employees, subcontractors, Vendors, directors, officers and/or representatives; (ix) any damage to property and/or bodily injury or death caused due to the negligence of the Vendor’s employees/personnel/subcontractors in performing their duty under this Terms of Business and PO; (x) any infringement of intellectual property rights of Cleartax by the Vendor or its personnel or sub-contractors; (xi) any breach of cybersecurity resulting in loss of confidential information; (xii) any claim from any third party.
2. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED ELSEWHERE IN THIS TERMS OF BUSINESS, CLEARTAX, IN ANY EVENT, REGARDLESS OF THE FORM OF CLAIM, SHALL NOT BE LIABLE FOR ANY INDIRECT, SPECIAL, PUNITIVE, EXEMPLARY, SPECULATIVE OR CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO, ANY LOSS OF USE, LOSS OF DATA, BUSINESS INTERRUPTION, AND LOSS OF INCOME OR PROFITS, REPUTE AND GOODWILL IRRESPECTIVE OF WHETHER IT HAD AN ADVANCE NOTICE OF THE POSSIBILITY OF ANY SUCH DAMAGES.
3. NOTWITHSTANDING ANYTHING CONTAINED IN THIS TERMS OF BUSINESS, EXCEPT FOR PAYMENTS TO BE PAID TO THE VENDOR IN ACCORDANCE WITH CLAUSE 3 OF THIS TERMS OF BUSINESS, CLEARTAX SHALL NOT BE LIABLE FOR ANY CLAIMS, IRRESPECTIVE OF THE BASIS OF THE CLAIM (WHETHER IN CONTRACT, TORT, INDEMNIFICATION CLAIMS, NEGLIGENCE, BY STATUTE OR OTHERWISE), ARISING OUT OF OR IN RELATION TO THIS TERMS OF BUSINESS.
4. NOTWITHSTANDING ANYTHING CONTAINED IN THIS TERMS OF BUSINESS, 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, REGARDLESS OF THE THEORY OF LIABILITY, SHALL BE LIMITED TO PAYMENT OF INCURRED AND SUFFERED DIRECT DAMAGES ONLY AND SHALL IN NO EVENT EXCEED HUNDRED PERCENT OF THE CHARGES PAID BY CLEARTAX TO THE VENDOR HEREUNDER.
14. Independent Relationship
(e) The Vendor is an independent contractor as against Cleartax and shall be solely responsible for any and all obligations or liabilities arising out of its performance under this Terms of Business. Cleartax shall not be concerned with the terms and conditions of employment that the employees/workers of the Vendor may have with the Vendor.
(f) This Terms of Business has been entered into on a principal-to-principal basis and nothing contained in this Terms of Business shall be deemed to constitute a joint venture, partnership or agency relationship between Cleartax and the Vendor. Vendor shall not, and shall procure that its agents, subsidiaries, sub-contractors, affiliates and employees do not, in any way whatsoever hold itself or themselves (as the case may be) out nor permit itself or themselves (as the case may be) to be held out as the legal representative, agent or employee of Cleartax for any purpose whatsoever nor assume or create in writing or otherwise, any obligation of any kind, express or implied, in the name of or on behalf of Cleartax in relation to the Services to be provided hereunder.
15. General provisions
(a) Dispute Resolution:
(i) If any dispute or difference of any kind whatsoever shall arise between the Parties in connection with or arising out of this Terms of Business (whether before or after the termination or breach of this Terms of Business) the concerned representatives of the Parties shall promptly and in good faith negotiate with a view to an amicable resolution and settlement of the dispute.
(ii) If no amicable resolution or settlement is reached within a period of 30 (thirty) days, such dispute or difference shall be referred to a sole arbitrator mutually appointed by the Parties or, upon the failure of the Parties to agree upon a sole arbitrator, within a period of 10 (ten) days, each Party shall appoint one arbitrato reach and the two appointed arbitrators shall appoint the third arbitrator who shall act as the presiding arbitrator. Arbitration shall be conducted in accordance with Rules of Arbitration (as set out under Annexure 1 of this Agreement for each Service Jurisdiction). The arbitration proceedings shall be held at such Venue asset out under Annexure 1 of this Agreement for each applicable Service Jurisdiction.
(iii) The existence of any dispute or difference or the initiation or continuance of the arbitration proceedings shall not postpone or delay the performance by the Parties of their respective obligations pursuant to these Terms. It is agreed that the arbitrators shall also determine and make an award as to the costs of the arbitration proceedings. Notwithstanding anything contained herein, the Parties shall have a right to institute legal proceedings to prevent any continuing breachof the provisions of these Terms to seek an injunctive or any other specific relief.
(b) Jurisdiction and Governing Law:
The Jurisdiction and Governing Laws for these Terms are as set out under Annexure 1 of this Agreement for each Service Jurisdiction.
The Parties hereby agree that Cleartax shall be entitled to an injunction, restraining order, right of recovery, suit for specific performance or such other equitable relief as acourt of competent jurisdiction may deem necessary or appropriate, in order to restrainthe Vendor from committing any violation of, or enforce the performance of covenants, obligations and representations contained in these Terms. These injunctive remedies shall be cumulative and shall be in addition to (and not in lieu of) any other rights and remedies that may be available to Cleartax under Applicable Law, or in equity, including without limitation a right of recovery for any amounts owed to it, related costs incurred by it, and a right to damages.
(c) Assignment:
This Terms of Business and the applicable PO may not be assigned, delegated, sold or transferred, whether by operation of law or otherwise, by the Vendor without prior written consent of Cleartax. Any assignment made in contravention of this clause shall be void and of no effect. It is hereby clarified that Cleartax may assign this Terms of Business or any part thereof without the prior written consent of Vendor.
(d) Notices:
(i) Unless otherwise provided herein, all notices, requests, waivers and othercommunications shall be made in writing, in the English language and by letter(delivered by hand, courier or registered post), email or facsimile transmission(save as otherwise stated) (“Notices”) and to the addresses and authorizedrepresentatives set forth, unless the addresses or the authorized representative is changed by Notice.
Unless otherwise provided herein, all notices, requests, waivers and other communications shall be made in writing, in the English language and by letter(delivered by hand, courier or registered post), email or facsimile transmission(save as otherwise stated) (“Notices”) and to the addresses and authorized representatives set forth, unless the addresses or the authorized representative is changed by Notice.
Attention: Legal Department – Defmacro Software Private Limited,
Email: compliance@cleartax.in , legal@cleartax.in
Address: 23,24 AMR Tech Park, Block 1, First Floor, Hosur Main Road,
Hongasandra, Bangalore, Karnataka 560068
(ii) In the event a Party refuses delivery or acceptance of a Notice under these Terms,it shall be deemed that the Notice was given upon proof of the refused delivery, provided the same was sent in the manner specified in these Terms. However, the Parties agree that if a Notice which is not delivered in accordance with the provisions of these Terms is acknowledged by an authorized representative of a Party then such Notice shall be deemed to have been validly delivered inaccordance with the terms of these Terms without regard to the provisions of this Clause 15(d).
(e) Severability :
If any provision of this Terms of Business shall be deemed by any court of competent jurisdiction thereon to be illegal, invalid or unenforceable, it shall in no way affect or prejudice the legality, validity or enforceability of any other term or condition of this Terms of Business. If any provision of this Terms of Business shall be deemed by such court to be unenforceable because such provision is too broad in scope, such provision shall be construed to be limited in scope to such extent that it is deemed necessary to make it enforceable, and if any provision shall be deemed inapplicable by any such court to any person or circumstances, it shall nevertheless be construed to apply to all other persons and circumstances.
(f) Entire Agreement :
Save as provided herein, this Terms of Business and its Annexures and PO constitutes the entire agreement between the Parties pertaining to the subject matter contained herein and embodies all the terms and conditions agreed upon between the Parties, and supersedes and cancels in all respects all other agreements and understandings of the Parties, whether oral or written, pertaining to the subject matter under the Terms of Business. The terms of this Terms of Business and the PO may not be modified, amended, varied or waived except in writing and signed by the Parties. This Terms of Business shall supersede any terms that an Authorized User is required to “click through” or otherwise accept as a condition of accessing or using the Services.
(g) Force Majeure:
If and to the extent that a Party’s performance of any of its obligations pursuant to this Terms of Business or PO is prevented, hindered or delayed by reason of fire, flood, earthquake, explosion or other casualty or accident or act of God, war or other violence, or any Applicable Law, order proclamation, regulation, ordinance, demand or requirement of any governmental or regulatory authority and such non-performance, hindrance or delay could not have been prevented by reasonable foresight or precautions (including proper planning and execution of the disaster recovery or business continuity plan) or circumvented through the use of alternate sources, work-around plans or other means, (in each case, a “Force Majeure Event”), then the non-performing, hindered or delayed Party will be excused for such non-performance, hindrance or delay, as applicable, of those obligations to the extent that they are affected by the Force Majeure Event for as long as such Force Majeure Event continues and such Party continues to use its commercially reasonable efforts to re-commence performance whenever and to whatever extent possible without delay, including through the use of alternate sources, workaround plans or other means. The Party claiming an event of force majeure shall promptly notify the other Party in writing and in any event not later than 7 (seven) days and provide full particulars of the cause or event and the date of first occurrence thereof, and keep the other Party informed of any further developments relating to the cause or event. If the period of non-performance exceeds 30 (thirty) days from the receipt of notice of the Force Majeure Event, the Party whose ability to perform has not been so affected may give written notice to terminate this Terms
(h) Successors and Assigns:
The provisions hereof shall inure to the benefit of and be binding upon the successors, permitted assigns, heirs, executors and administrators of the Parties.
(i) Waivers, Delays or Omissions :
No delay or omission in exercise of any right, power or remedy accruing to any Party, upon any breach or default of any other Party under this Terms of Business, shall impair any such right, power or remedy of any Party nor shall it be construed to be a waiver of any such breach or default, or an acquiescence therein, or of any similar breach or default thereafter occurring or of any other breach or default theretofore or thereafter occurring. Any waiver, permit, consent or approval of any kind or character on the part of any Party of any breach or default under this Terms of Business or any waiver on the part of any Party of any provisions or conditions of this Terms of Business, must be in writing and shall be effective only to the extent specifically set forth in such writing. The waiver by either party of a breach of any provision of this Terms of Business will not be a waiver of the provision itself or a waiver of any breach in the future, or a waiver of any other provision in this Terms of Business. Failure to require performance will not affect a party’s right to require performance of that or any future duty.
(j) Specific performance and remedies :
This Terms of Business is binding upon and shall inure to the benefit of the Parties hereto and their respective successors and permitted assigns. Parties shall be entitled to seek specific performance of this Terms of Business. All remedies, either under this Terms of Business or by Applicable Law or otherwise afforded, will be cumulative and not alternative
(k) Amendments:
No modification, amendment or waiver of the Terms of Business shall be valid or binding unless made in writing and duly executed by both the Parties.
(l) Cumulative Remedies :
All the remedies available to Parties, either under this Terms of Business or under Applicable Law or otherwise afforded, will be cumulative and not alternative or exclusive of any rights, powers, privileges or remedies provided by this Terms of Business, Applicable Law or otherwise. No single or partial exercise of any right, power, privilege or remedy by Cleartax under this Terms of Business shall prevent any further or other exercise thereof or the exercise of any other right, power, privilege or remedy.
(m) Further Actions:
The Parties shall do or cause to be done such further acts, deeds, matters and things andexecute such further documents and papers as may reasonably be required to give effectto the terms of these Terms
(n) Valid Execution
The exchange of a fully executed version of these Terms (in counterparts or otherwise) by electronic transmission in PDF or any other format shall be sufficient to bind the Parties to the terms and conditions and these Terms and no exchange of originals is necessary.
(o)Survival :
The provisions of Clauses 5.3 (Consequences of Termination), 8 (Representations andWarranties), 9 (Confidentiality and Data Protection), 10 (Insurance) 11 (Non-Solicit and Non- Compete), Clause 12 (Intellectual Property Rights), 13 (Indemnity), 14(Independent Relationship) and 15 (General Provisions) shall survive termination of these Terms.
I. Governing Laws: For the purposes of Clause 15(b), as per the applicable Service Jurisdiction, these Terms shall be governed by and construed in accordance with the Governing Laws (as set out below), without regard to conflict of law principles. The courts at the Court Jurisdiction (as set out below) shall have the exclusive jurisdiction to adjudicate upon any or all disputes arising out of or in connection with the Agreement.
| Service Jurisdiction | Governing Laws | Court Jurisdiction |
| Malaysia | Malaysia | Kuala Lumpur, Malaysia |
| Kingdom of Saudi Arabia | Kingdom of Saudi Arabia | Riyadh, Kingdom of Saudi Arabia |
| India | India | New Delhi, India |
| United Arab Emirates | Dubai International Financial Centre | Dubai International Financial Centre |
| Any other Service Jurisdiction (incl. UK, USA, Europe etc) | England and Wales | London, England |
| Service Jurisdiction | Rules of Arbitration | Venue |
| Malaysia | Singapore International Arbitration Centre | Singapore |
| Kingdom of Saudi Arabia | Dubai International Arbitration Centre | Riyadh, Kingdom of Saudi Arabia |
| India | Indian Arbitration and Conciliation Act, 1996 | New Delhi, India |
| United Arab Emirates | Dubai International Arbitration Centre | Dubai, UAE |
| Any other Service Jurisdiction (incl. UK, USA, Europe etc) | Singapore International Arbitration Centre | London, England |
| Service Jurisdiction | Services Territory | DRP Facilities Location |
| Malaysia | Malaysia | Malaysia |
| Kingdom of Saudi Arabia | Kingdom of Saudi Arabia | Kingdom of Saudi Arabia |
| India | India | India |
| United Arab Emirates | As required under applicable laws | As required under applicable laws |
| Any other Service Jurisdiction (incl. UK, USA, Europe etc) | As required under applicable laws | As required under applicable laws |
1. Other payment terms
(a) Under GST, input credits will be available based on matching concept between Cleartax and the Vendor. The Vendor hereby agrees that all payments due to the Vendor by Cleartax shall be linked to proper discharge of tax liability by the Vendor within statutory time periods. In case of any disputes due to non-matching of GST credit, same shall be resolved by the Vendor within 90 (ninety) days of the invoice date, failing which we shall not remit the invoice amount.
2. Tax indemnity
(a) Cleartax has the right to recover loss of input tax credit along with consequential interest and penalty suffered by it due to any non-compliance of GST laws and rules thereto by the Vendor.
(b) Any GST liability arising on the Vendor on account contravention of the provisions of the GST regulations, would be borne by the Vendor itself and Cleartax shall not beliable to compensate the same.
3. Timely provision of invoices/ DN/ CN:
(a) Vendor to provide invoice/ DN/ CN to enable Cleartax to claim tax benefit in a timely manner on or before stipulated time period. All necessary adjustment entries (credit note, purchase returns, debit notes) shall be made before September of the succeeding financial year.
4. Anti-profiteering:
(a) Under the ‘Revised Model GST Law’, any economic or tax benefit arising out of the implementation of GST is mandatorily required to be passed on to us by you. Similarly, the benefits enjoyed by your vendors and other players in the supply chain are also required to be passed on to you by them, which in turn shall be passed on to usby way of price reductions. Accordingly, you are expected to pass on any direct or indirect benefits arising thereon.
(b) The responsibility to pass on the above benefits vests with you, as our ‘responsible vendor’ and we reserve our right to understand and seek the manner/ mechanism in which such benefits are passed on to us.
5. Others:
(a) Wherever applicable Cleartax has the right to deduct ‘tax deducted at source’ at the rate prescribed under the Applicable Law and remit the same to the relevant tax authorities.
(b) Any local levies and or other charges levied by any central/state/local authorities wherever applicable shall be extra and the Vendor shall be liable to discharge the same.
(c) Any liability arising out of dispute on the tax structure, calculation and payment to the relevant tax authorities will be to the Vendor’s account
(d) Where the supply of goods/services are liable to GST under reverse charge mechanism,then the Vendor should clearly mention the category under which it has been registered and also that “the liability of payment of GST is on the Recipient of Service”.
(e) The invoice should clearly specify any abatement, if any claimed or otherwise from the taxable value while calculating the GST.
(f) These Terms shall be void, if at any point of time you are found be to a blacklisted dealer as per Goods and Services Tax Network rating system and further no payment shall be entertained.
(g) Any loss of tax, credit is levied due to cancellation of registration of the Vendor, the Vendor shall be liable to reimburse such loss incurred.
6. Declaration: In the event a Vendor is not registered under GST, they shall sign the Declaration attached as Annexure 3.
Tax Compliance – Applicable to Service Jurisdictions other than India
1. Other payment terms
a) Vendor shall be solely responsible to pay all taxes, however designated and of whatever nature, that are levied or imposed by reason of the transactions contemplated by this Agreement, including, without limitation, all sales, use, transfer, privilege, excise, withholding and other taxes, duties or surcharges, whether international, national, state or local.
b) The Vendor is responsible for their respective income taxes or corporate taxes on theirown respective net incomes. In addition the Parties under this Agreement are responsible for their own respective employee taxes such as payroll taxes, social security taxes and any other employee related taxes and as well any, withholding taxes,property taxes (for their owned properties).
2. Tax indemnity
a) Cleartax has the right to recover loss of withholding taxes along with consequential interest and penalty suffered by it due to any non-compliance of applicable laws andrules thereto by the Vendor.
b) Any tax liability arising on the Vendor on account contravention of the provisions of the Applicable Law, would be borne by the Vendor itself and Cleartax shall not beliable to compensate the same.
1. Timely provision of documents:
a) Vendor to provide the documents evidencing compliance with the Applicable Law asrequired under the Applicable Law or as communicated by Cleartax from time to time.
1. Others:
a) Wherever applicable Cleartax has the right to deduct ‘tax deducted at source’ at the rate prescribed under the Applicable Law and remit the same to the relevant tax authorities.In case, the Vendor wishes to take benefit of any applicable double avoidance tax treaty, the Vendor must to provide valid tax treaty documents (i.e. Tax Residency Certificate (TRC), e-filed Form 10F, No Permanent Establishment in India declaration and any other necessary document or information) to Cleartax as and when required to apply such benefit for the withholding tax purpose.
Dear Sir / Madam,
Sub: Declaration regarding non-requirement to be registered under the Central / State/ UT/ Integrated Goods and Services Tax Act, 2017.
We [⚫] (Name of the Vendor), do hereby state that we are not registered under theGoods and Services Tax Act, 2017 as (please select and fill below for the relevant reason)
● We deal into the category of goods or services [⚫] (Nature of goods / services) whichare exempted under the Goods and Service Tax Act, 2017
● We have the turnover below the taxable limit as specified under the Goods andServices Tax Act, 2017
● We are yet to register ourselves under the Goods and Services Tax Act, 2017
We hereby also confirm that if during any financial year we decide or require toregister under the GST in that case we undertake to provide all the requisite information anddocuments.
We request you to treat this communication as a declaration regarding non-requirement to be registered under the Goods and Service Tax Act, 2017.
We hereby confirm that Cleartax shall not be liable for any loss accrued to us, due to any registration default with the GST.
Signature of Authorised Signatory:
Name of the Authorised Signatory:
Name of Business:
Date:
Stamp:
*Printed on company letter head
* Handwritten declaration is not acceptable