CLEARTAX TERMS OF BUSINESS FOR VENDORS

The following Terms of Business for Vendors (“Terms of Business”) shall apply to any purchase of services by Defmacro Software Private Limited or its affiliates (“Cleartax”) from a Vendor/ Vendor (hereinafter referred as “Vendor”) and by signing to a Purchase Order issued by Cleartax (“PO”) which references these Terms of Business, a Vendor agrees to be bound by the terms and conditions set out below and shall constitute a binding agreement between Cleartax and the Vendor.
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BY (1) EXECUTING A PO THAT REFERENCES THIS TERMS OF BUSINESS OR (2) CLICKING A BOX INDICATING ACCEPTANCE OF THIS TERMS OF BUSINESS OR (3) PROVIDING SERVICES TO CLEARTAX, THE VENDOR AGREES TO THIS TERMS OF BUSINESS.  IF THE INDIVIDUAL ACCEPTING THIS TERMS OF BUSINESS IS ACCEPTING ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, SUCH INDIVIDUAL REPRESENTS THAT THEY HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THESE TERMS OF BUSINESS, IN WHICH CASE THE TERM “VENDOR” SHALL REFER TO SUCH ENTITY AND ITS AFFILIATES. IF THE INDIVIDUAL ACCEPTING THIS TERMS OF BUSINESS DOES NOT HAVE SUCH AUTHORITY, OR DOES NOT AGREE WITH THESE TERMS OF BUSINESS, SUCH INDIVIDUAL MUST NOT ACCEPT THIS TERMS OF BUSINESS AND SHALL NOT PROVIDE SERVICES TO CLEARTAX. 
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1. Definition(s):
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The following terms shall have the meanings hereinafter 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 the Terms of Business. 
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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. “Terms of Business” shall mean this document together with the POs and other annexures or schedules that may refer to this Terms of Business located at [https://cleartax.in/s/terms-for-business-vendors].
c. “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, or application to a Party or subject matter in question.
d. “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 of the Vendor hereunder
e. “Cleartax Data” shall mean (i) Cleartax data collected, used, processed, stored, or generated 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.
f. “Confidential Information” in the context of this Terms of Business, 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 other information 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 proposed businesses, 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, Vendors, 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. 
g. “Control” shall mean (i) the possession, directly or indirectly, of the power to direct or 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 or entity. The words “Controls” or “Controlled by” or “Controlling” shall be construed accordingly.
h. “Deliverables” shall mean any materials derivative of or incorporating Cleartax Data and all materials developed through Professional Services as more fully contained in a PO.
i. “Documentation” shall mean documents and information concerning the features, functions, service level capacity, and other aspects of the Service.sendSend messageChecking who can access file 3:40PM
j. “GST” shall mean goods and services tax. 
k. “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 with works of authorship, including without limitation, copyrights, copyright applications, copyright registrations; (iii) rights in trademarks, trademark registrations, and applications therefor, trade names, service marks, service names, logos, or trade dress; (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.
l. “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.
m. “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.
n. “Professional Services” shall mean the installation, implementation, training, configuration, consulting, or other professional services provided hereunder by the Vendor to Cleartax as set out in a PO. 
o. “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 and more fully described in a PO.  

II. Unless the context otherwise requires, this Terms of Business 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 this Terms of Business;
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 this Terms of Business and a PO referring to this Terms of Business;
d. recitals shall form an integral part of this Terms of Business;
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 this Terms of Business is to be in writing;
g. references in this Terms of Business to statutory/regulatory provisions shall be construed as references to those provisions as modified, replacement or re-enacted from time to time and to any subordinate legislation made under such provisions; 
h. headings, bold, italicized and other stylized typefaces are only for convenience and shall not be considered for the purposes of interpretation/construction of this Terms of Business; 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  
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1. The Vendor hereby grants to Cleartax, its Affiliates and its Authorised Users, a renewable, irrevocable (except as provided for herein), nonexclusive, royalty-free, and worldwide right to access and use the Services.
2. The Vendor shall provide Services to Cleartax in accordance with ‘Scope of Work’  provided  in  the  PO.  Cleartax  reserves  the  right  to  add,  delete, substitute and amend the scope of Services at any time during the Term of a PO (as defined below) by prior written intimation.
3. The Vendor acknowledges and agrees that Cleartax shall have a right to increase or decrease the number of Authorized Users.
4. The Vendor shall undertake adequate and necessary activity to perform its obligations under a PO and these Terms of Business.
5. The  Vendor  shall,  in  the  initial  implementation  of  the  Services  and  on  an  on-going  basis throughout the Term of the PO, 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.
6. The  Vendor  will  maintain  complete  and  accurate  records  relating  to  the Services  performed  hereunder  for  a  period  of  3  (three)  years  beyond  the expiration or termination of this Terms of Business and PO referencing these Terms of Business. 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 the Terms of Business and for a period of 1 (one) year thereafter 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 as a result of such audit shall promptly be paid by the Vendor.
7.  Control  and  Location  of  Services:  The  Services,  including  data  storage,  shall  be  provided solely from within the territory of India and on computing and data storage devices residing therein.
8. 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.
9. Maintenance:  The  Vendor  shall  ensure  that  the  functionality  of  the  Services  is  always available  to  Cleartax  and  shall  implement  at  no  additional  cost  to  Cleartax:  (i)  bug  fixes, corrections,  modifications  and  workarounds;  (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.  If  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.
10. 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.
11. Changes  in  Functionality:  The  Vendor  shall  not  reduce  or  eliminate  functionality  in  the Services  during  the  Term  of  the  PO.  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 this Terms of Business or at law, the right to terminate the PO forthwith 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.
12. 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  this  Terms  of  Business  without  prior  written  consent  of Cleartax.  Without prejudice to the foregoing, any use of subcontractors by the Vendor shall not relieve Vendor of any of its duties or obligations under the PO or this Terms of Business, and Vendor shall be solely responsible for any breach of obligations herein by any such subcontractor.
13. Service Levels: The Vendor shall provide the Services in accordance with the service levels set out in the PO. 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 this Terms of Business or at law, to terminate the PO forthwith and be entitled to a return of any prepaid Services fees.

3. Invoicing and Payments 

1. Subject to terms set out herein and upon successful system activation or implementation of the Services, Cleartax will pay fee to the Vendor, as will be set out in a individual PO (“Service Fees”). Cleartax may deduct tax at source in accordance with Applicable Law.  
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 a PO shall be made in Indian Rupees. 
3. Cleartax will 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 to settle 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 this Terms of Business. Pending the settlement of any such dispute, the Vendor shall continue to provide the Services as per the terms and conditions of the PO and these Terms of Business.
4. Any typographical error or like inconsistency in the invoice shall, upon being notified, be rectified immediately by the Vendor.
5. As a material term of this Terms of Business, the payment of Service Fees by Cleartax under the PO represents Cleartax’s entire payment obligation for the Services hereunder.
6. Notwithstanding anything in the Terms of Business, if the Vendor fails to provide Services to the reasonable satisfaction of Cleartax, then Cleartax shall be entitled to withhold payments to 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 setoff, 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.
7. The Vendor shall always be compliant with the GST requirements as set out under Annexure 1 (GST Compliances) of this Terms of Business. 
8. Except as expressly provided in this Terms of Business, the Vendor is not entitled to any further payment of any kind (including royalties) with respect to the Services performed hereunder. 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 3.

4. Term and Termination

1. Term:
The Term for which the Services will be provided shall be as agreed to under an individual PO which references this Terms of Business. 
2.  Termination: Cleartax may terminate a PO without cause by providing 30 (thirty) days prior written notice to the Vendor. Either Party may terminate the PO and the Terms of Business upon written notice to the other Party in the event: (i) the other Party commits a material breach of the PO or Terms of Business 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.
3. Consequences of Termination: Upon expiration or earlier termination of a PO which is governed by this Terms of Business, the Vendor shall forthwith cease use of all Confidential Information and intellectual property which belongs or may belong to Cleartax and/or one or more of its Affiliates under this Terms of Business 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.
4. 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.
5. The termination of Services under a PO shall not affect the respective rights and liabilities of the Parties hereto 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. 

5. Obligations of Vendor
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1. The Vendor shall provide the Services in accordance with this Terms of Business and the associated PO.
2. The Vendor shall carry out its duties and obligations under the PO 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.
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 turnaround time prescribed by Cleartax.
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.
5. The Vendor shall comply with and shall ensure that all its personnel comply with all Applicable Laws including but not limited to Prevention of Corruption Act, 1988, The Sexual Harassment at Workplace (Prevention, Prohibition and Redressal) Act, 2013, anti-corruption & anti-bribery laws, Contract Labour (Regulation and Abolition) Act, 1970, Prevention of Money Laundering Act, 2002, including guidelines, and the terms and conditions set out in this Terms of Business. The Vendor shall undertake and implement all changes that are necessary to comply with the Applicable Laws during the Term of this Terms of Business/ PO without any additional cost or charge to Cleartax. 
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 is revoked or has expired. Cleartax shall in the event of any violation of this Clause 5.5, have the option at its sole discretion, with no further liability, to terminate the PO with immediate effect without notice or payment in lieu thereof.  
7. The Vendor shall provide Cleartax with necessary documentary evidence of compliance and registrations under all Applicable Law, as and when required by Cleartax.
8. Timely provision of the Services and Deliverables is of the essence of this Terms of Business and PO, and the Vendor shall notify Cleartax immediately of the Vendor becoming aware of any likely delay in such provision.
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.
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.
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 the PO and Terms of Business shall be re-performed or rectified by the Vendor at its own cost and expense to the reasonable satisfaction of Cleartax.
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.
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 this Terms of Business, 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 the associated PO referencing these Terms of Business. It is declared and confirmed by the Vendor that it has engaged its personnel solely towards discharge/ supply of Services under this Terms of Business and shall obtain the prior written consent of Cleartax for making any change or substitution of such personnel.
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.
15. Subject to the terms of the Terms of Business, the Vendor shall be responsible for the selection, hiring, assigning and supervision of its personnel and shall employ sufficient number of personnel to provide the Services in a prompt efficient and uninterrupted manner. The Vendor agrees that the personnel shall work under the direct supervision, control, and direction of the Vendor. The Vendor shall provide adequate training to their personnel on regular basis to enable them to perform their duties effectively and in the interest of Cleartax and the Vendor shall maintain adequate records of training conducted. The Vendor shall be responsible for all negotiations with its personnel in relation to salaries and benefits, payable by the Vendor to such personnel and shall be responsible for assessments, monitoring of performance and all disciplinary matters.
16. 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/conviction and, 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 this Terms of Business.  The Vendor shall also ensure that all its personnel undergo police verification and obtain clearance;
17. The Vendor shall be the solely responsible  for verifying the antecedents of the personnel deployed  by the Vendor for the Services,  ensure periodic  screening of its personnel at regular intervals. If at a later stage it is found that the Vendor had employed any person with criminal record or conviction of any nature, then Cleartax shall, in its sole discretion, have the option to terminate the PO, including claiming damages or losses accrued or suffered if any from the Vendor.
18. The Vendor shall at all times maintain discipline and good order amongst its personnel and shall align its human resource policies, with respect to personnel involved in or connected with the Services, as may be required by Cleartax from time to time.
19. The Vendor shall be solely responsible for the conduct, working and well-being of its personnel. 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.
20. Vendor agrees to be solely responsible for any remuneration or benefits owed to its personnel for the Services provided under any PO, and complying with all applicable labor and employment laws, including wage and hour obligations. Vendor agrees that the Cleartax shall not be responsible or liable for any contractual or statutory payments or remuneration to Vendor’s personnel. Vendor shall submit all proofs of its registrations under the EPF Act, ESI Act, Contract Labour Regulation Act and other applicable labour legislation. Vendor shall make the necessary contributions under various statutes in relation to its personnel, including but not limited to the EPF Act, ESI Act and furnish copies of the remittance challans to Cleartax on request
21. The Vendor shall ensure that its personnel deployed/ engaged by the Vendor towards providing the Services shall continue to be the employees of the Vendor and work under its directions and the Vendor shall ensure that no assurance is made to such personnel for any employment with Cleartax and such personnel shall not become or claim any employment from Cleartax by virtue of Vendor engaging them for providing the Services, irrespective of the location of their work.
22. 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.
23. 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.
24. 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.
25. 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.
26. 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. 
27. 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 or firm in connection with any Services provided or to be provided under any PO. 
28. 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 this Terms of Business and PO with the Vendor.
29. The Vendor undertakes to allow Cleartax to report to any statutory/ regulatory authority the details of the Vendor and that of this Terms of Business, in the event of the Vendor being involved in fraud or investigation to comply with the provisions of any Applicable Law or regulatory or statutory instructions /directives.
30. The Vendor shall permit and provide necessary access to the officers/ consultants / Vendors appointed by Cleartax to carry out verification / authorization / audit of the Services carried out by the Vendor. 
31. The Vendor shall ensure appropriate segregation in its premises between the area used for providing Services under this Terms of Business read with the PO and carrying on its other activities.
32. 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 the Terms of Business.
33. The Vendor hereby agrees, confirms and undertakes that all key personnel (engaged in activities 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.
34. 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 as required under Applicable Laws including labour/tax/money laundering legislations.
35. The Vendor shall at all times ensure that, it is not owned or controlled by any director/officer/employee of Cleartax or their relatives having the meaning assigned under the Companies Act, 2013. 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 having the meaning assigned under the Companies Act, 2013, during the tenure of the Terms of Business.
36. 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.
37. 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 this Terms of Business and PO.
38. 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 the PO 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 5.38 is a condition of this Terms of Business. 

6. Additional Terms Applicable to personnel deployed by Vendor: 

1. In the event the Vendor deploys its manpower resources at Cleartax’s premises for rendering the Services, the Vendor shall be required to get a prior written approval from Cleartax for all personnel prior to the deployment. The Vendor agrees that its personnel shall, while operating out of the Cleartax 's premises, adhere to all policies of the Cleartax as notified to the Vendor and as are applicable to the employees and personnel of the Cleartax who operate out of the same premises. 
2. The personnel deployed by the Vendor shall also be required to sign separate non-disclosure agreements, intellectual property assignment agreements, retainer agreements and such other agreements as Cleartax may require to ensure that Cleartax assets and its intellectual property are used responsibly solely in connection with the provision of Services to Cleartax. 
3. The Vendor acknowledge and agrees that neither Vendor nor its employees or its third-party consultants or its subcontractors are Cleartax employees for any purpose including for tax or labour and employment law purposes. 
4. The Vendor agrees to be solely responsible for any remuneration or benefits owed to its personnel for the Services provided under this Terms of Business, and complying with all applicable labour and employment laws, including wage and hour obligations. Vendor agrees that the Cleartax shall not be responsible or liable for any contractual or statutory payments or remuneration to Vendor’s personnel.
5. The Vendor shall be solely responsible for compliance with all applicable statutes in relation to the personnel. ervice Provider agrees and acknowledges that its personnel shall not be the employee on record of any governmental or statutory body in India. 
6. The Vendor shall submit all proofs of its registrations under the EPF Act, ESI Act, Contract Labour Regulation Act and other applicable labour legislation. The Vendor shall make the necessary contributions under various statutes in relation to its personnel, including but not limited to the EPF Act, ESI Act and furnish copies of the remittance challans to Cleartax on request.
7. Cleartax reserves the right to obtain services of a similar or identical nature from any other person or entity.  Vendor agrees that the personnel who are deployed by the Vendor for Cleartax shall not perform services for others or be engaged in any form of consultancy or retainership with any other entity during the term of their deployment. 
8. The Vendor agrees and undertakes that Cleartax may at anytime absorb any personnel or employee on its payroll either directly or indirectly without incurring any liability towards Vendor including payment of any absorption cost.
9. 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 Terms of Business and PO with the Vendor.
10. it has complete knowledge of the particular purpose for which the Services are required by Cleartax;
11. it has not been black listed by any government department or regulatory / statutory authority;
12. it is in compliance with all Applicable Laws;
13. the execution, delivery and performance of the obligations under the PO 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;
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 this Terms of Business;
15. it shall not violate any Intellectual Property Rights of Cleartax and any third party, while providing the Services;
16. any recipe, formula or instruction contained in the Deliverables will not, if followed accurately, cause any injury, illness or damage to the user;
17. nothing in the Deliverables is liable to give rise to a criminal prosecution or to a civil action for damages or any other remedy; 
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;
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;
20. it is not owned or controlled by any director/officer/employee of Cleartax or their relatives having the meaning assigned under the Companies Act, 2013;
21. the Services and any other work performed by the Vendor hereunder or Cleartax’s use thereof as permitted under this Terms of Business shall not infringe upon any Intellectual Property Rights of any third-party, and that it has neither assigned nor otherwise entered into an agreement 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 this Terms of Business and PO;
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 in force written agreements with such third-party, if any, for the Term of the PO (including any renewed term);
23. it has the expertise to perform the Services in a competent, workmanlike, and professional manner and in accordance with the professional standards.
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.
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 or alleged offence under Anti-Bribery Laws or Money Laundering Laws, and no notice has been received that such investigation, inquiry or proceedings have been threatened or are pending, and there are no circumstances likely to give rise to any such investigation, inquiry or proceedings.
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, the US Foreign Corrupt Practices Act of 1977 and the UK Bribery Act 2010, 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 thereunder 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.
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 Foreign Corrupt Practices Act, 1977 (“FCPA”), the U.K. Bribery Act or Prevention of Corruption Act, 1988 (“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).

7. Representations and Warranties 

1. The Vendor hereby represents and warrants that:
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(i) it is duly incorporated and validly existing under the Applicable Laws;
(ii) it has full power and capacity to enter into and perform its obligations under this Terms of Business and has taken all necessary corporate and/or third party consents, authorizations, permission for the execution and performance thereof and this Terms of Business along with the PO when executed will constitute valid and binding obligations on and against it, in accordance with its terms and conditions;
(iii) it holds, at all times, all relevant licenses and/or permits necessary under all Applicable Law for it to perform the Services hereunder and shall register this Terms of Business with any appropriate body if required;
(iv) it shall not, in performance of its duties and obligations under this Terms of Business, put itself or the other Party in breach of any Applicable Law;
(v) it is not, at the time of entering into this Terms of Business and PO, 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.
(vi) it is in the business of providing the Services;
(vii) the Services are fit for the ordinary purposes for which they will be used;
(viii) 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 Business and PO;
(ix) 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;
(x) it has complete knowledge of the particular purpose for which the Services are required by Cleartax;
(xi)  it has not been black listed by any government department or regulatory/statutory authority;
(xii) it is in compliance with all Applicable Laws;
(xiii) the execution, delivery and performance of this Terms of Business and PO 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;
(xiv) 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 this Terms of Business and PO;
(xv) it shall not violate any Intellectual Property Rights of Cleartax and any third party, while providing the Services;
(xvi) any recipe, formula or instruction contained in the Deliverables will not, if followed accurately, cause any injury, illness or damage to the user;
(xvii) nothing in the Deliverables is liable to give rise to a criminal prosecution or to a civil action for damages or any other remedy;
(xviii) any  and  all  software  programs  contained  in  the  Deliverables  are  free  of harmful  code  of  any  description  whether  called  viruses,  worms,  trojans  or otherwise;
(xix) 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;
(xx) it is not owned or controlled by any director/officer/employee of Cleartax or their relatives having the meaning assigned under the Companies Act, 2013;
(xxi) the Services and any other work performed by the Vendor hereunder or Cleartax’s use thereof as permitted under this Terms of Business shall not infringe upon any Intellectual Property Rights of any third-party, and that it has neither assigned nor otherwise entered into an agreement 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 this Terms of Business;
(xxii) 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 in force written agreements with such third-party, if any, for the Term of the PO (including any renewed term);
(xxiii) it has the expertise to perform the Services in a competent, workmanlike, and professional manner and in accordance with the professional standards.
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(xxiv) The Vendor has not and nor any Associated Persons or former Associated Persons has, directly or indirectly:
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(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.
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Provided that in the case of former Associated Persons such action took place whilst the former Associated Person was an Associated Person.
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(xxv) 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 or alleged offence under Anti-Bribery Laws or Money Laundering Laws, and no notice has been received that such investigation, inquiry or proceedings have been threatened or are pending, and there are no circumstances likely to give rise to any such investigation, inquiry or proceedings.

(xxvi) 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.
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For the purposes of this Clause:
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“Anti-Bribery Law” means the Indian Prevention of Corruption Act 1988, the US Foreign Corrupt Practices Act of 1977 and the UK Bribery Act 2010, 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); 
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“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 thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any governmental or regulatory agency; and
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“OFAC” means the Office of Foreign Assets Control of the Department of the Treasury of the United States of America.

(xxvii) 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 Foreign Corrupt Practices Act, 1977 (“FCPA”), the U.K. Bribery Act or Prevention of Corruption Act, 1988 (“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).
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8. Confidentiality and Data Protection
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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.
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 this Terms of Business 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 this Terms of Business. 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 this Terms of Business. 
3. The Vendor and its personnel 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.
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 7 are worldwide in scope and will apply to all Confidential Information disclosed by Cleartax to the Vendor before or after the Effective Date in connection with this Terms of Business. Upon termination or expiration of the Terms of Business and the PO, 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).
5. The above obligations of confidentiality shall not apply to Confidential Information, if the Vendor can demonstrate that the Confidential Information that is at the date hereof, or hereafter becomes, public knowledge through no fault of the Vendor.
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 this Terms of Business, 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. Data Protection:

a. Data Security:
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(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  (C)   all applicable  terms  of  use  and  privacy  policies  of  the  Cleartax  and any other policies and requirements provided by Cleartax; and (D) industry best practices and other self-regulatory guidelines relating to  Cleartax  Data.  The  requirements  of  this  Section  9  shall  be deemed obligations of confidentiality for purposes of the Terms of Business.
(ii) Security Controls.  In order 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 the Indian Information Technology Act, 2000.
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, including but not limited to those under the Information Technology Act, 2000, and any other data protection law that may be introduced in the future.
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  of  the  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 specified in PO; and conversion or normalization of log data into standard formats. The Vendor will regularly send Cleartax the raw ASCII log data files or another format of log file as mutually agreed by the parties.

iii. Cleartax  may  audit  the  Vendor’s  compliance  with  this  Terms  of Business (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  is discovered by any audit or vulnerability scan, the Vendor will reimburse Cleartax for the cost of the audit or scan(s)

iv. On an annual basis, the Vendor shall certify compliance with the terms of this Clause by written or electronic means to Cleartax. The Vendor’s failure to provide such certification of compliance shall be deemed a material breach of this Terms of Business and Cleartax may withhold payment or offset future payments, without penalty, until such time as the Vendor provides the certification.

b.  Security breach
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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 1 (one) hour 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 the Terms of Business. The Vendor shall also comply with its obligations under the Information Technology Act, 2000, and  any  other  Applicable  Law  to  report  any  Security  Incidents  to  relevant  Indian 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 auditor at the 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
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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 of this 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).
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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 this Terms of Business and the PO. 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 herein and the PO.

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.

E. Data Extraction:
Cleartax  shall,  at  any  and  all  times  during  the  Term  of  the  PO  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.

F. Transition Services:
If  requested  by  Cleartax  in  its  sole  discretion,  the  Parties  will  comply  with  the following transition provisions following the termination or expiration of the PO 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 this Terms of Business and any applicable document and Cleartax shall pay  all  applicable,  undisputed  fees.  The  Vendor  shall  not  unreasonably  withhold, 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.

G. Disaster Recovery Plan:
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 the territory of India. The Vendor’s DRP will ensure the Services can be recovered to  fully  operational state within 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).

H. Back Up Services:
Consistent with the security requirements of this Terms of Business  and  PO,  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  for  such  period  as  specified  in  PO (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 (i) maintain such records for a period of  for 14  (fourteen) days  (following  which  the  Vendor shall  push the  logs  into  an AWS  S3  bucket  as  designated  by  Cleartax);  (ii)  maintain  records  in  a  manner  to permit rapid replacement in two hours or less; and (iii) make such records available to  Cleartax  upon  request  at  no  cost.  At  a  minimum,  all  transactions  and  other activities occurring on the Services relating to this Terms of Business and PO will be replicated every 4 (four) hours to two distinct geographic locations.

I. The Vendor shall not sell, rent, lease, disclose, disseminate, make available, transfer, or otherwise communicate orally, in writing, or by electronic or other means, Cleartax Data to another business, person, or third party for monetary or other valuable consideration.

J. 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.
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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.
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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
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1. All Intellectual Property Rights existing prior to the Effective Date of this Terms of Business will belong to the Party that owned such rights. Neither Party shall gain by virtue of this Terms of Business, any rights of ownership of copyrights, patents, design, trade secrets, trademarks or any other Intellectual Property Rights previously owned by the other Party save as required by Cleartax in terms of Clause 6 above.  
2. 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.
3. 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. 
4. 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.
5. 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.
6. 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 
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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.
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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.
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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
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1. 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. 
2. 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

1. 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.  
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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 arbitrator each and the two appointed arbitrators shall appoint the third arbitrator who shall act as the presiding arbitrator. Arbitration shall be conducted in accordance with the provisions of the Indian Arbitration and Conciliation Act, 1996 and any amendments thereof. The arbitration proceedings shall be held at New Delhi, India.

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 this Terms of Business. 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 breach of the provisions of this Terms of Business to seek an injunctive or any other specific relief.

2. Jurisdiction:
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Subject to the above clause, the Courts of New Delhi, India, shall have the exclusive jurisdiction to adjudicate upon any or all disputes arising out of or in connection with the Terms of Business.

3. Governing Law:
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The Terms of Business and the rights and obligations thereunder shall be governed by and construed in accordance with the laws of the Republic of India, without regard to its conflict of law principles.

4. 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.  

5. Notices: 

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 set forth, unless the addresses is changed by Notice. 

Legal Department, Defmacro Software Private Limited (aka ClearTax),
Registered office: B-3 Lower Ground Floor, School Lane, Naraina Vihar, New Delhi 110028
Corporate Office: 23, 24 AMR Tech Park,
Block 1, First Floor, Hosur Main Road
Hongasandra, Bangalore, Karnataka, India
PIN- 560068
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All notices to the Vendor shall be served on the address mentioned in the PO

6. 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.
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7. Entire Agreement :
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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.
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8. 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 of Business and the associated POs.
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9. 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.
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10. 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.  
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11. 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

12. 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. 
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13. 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.

14. Further Actions:

The Parties including the personnel of the Vendor shall do or cause to be done such further acts, deeds, matters and things and execute such further documents and papers as may reasonably be required to give effect to the terms of this Terms of Business and/or PO or protect rights of a Party in connection with the Services. 

15. Survival :

The provisions of Clauses 4.3 (Consequences of Termination), 7 (Representations and Warranties), 8 (Confidentiality and Data Protection), 11 (Non-Solicit and Non- Compete), 12 (Intellectual Property Rights), 13 (Indemnity), 14 (Independent Relationship) and 15 (General Provisions) shall survive termination of the PO. 

Annexure I
GST Compliance
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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 be liable to compensate the same. 

3. Timely provision of invoices/ DN/ CN:  
a. Vendor to provide invoice/ DN/ CN in accordance of time of supply provisions to enable Cleartax avail input tax credit in a timely manner on or before stipulated time period.  All necessary adjustment entries (credit notes, 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 us by 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.
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5. E-invoicing
a. If the Vendor falls under the applicability of E-invoice provisions, invoice shared to Cleartax should mandatorily be an E-invoice . Any loss of input tax credit to Cleartax on account of non-compliance of E-invoice provisions should be borne by the Vendor.
b. If Vendor is below the limits of E-invoice applicability, Vendor shuold provide a declaration for the same and also bears the responsibility to inform Cleartax as and when E-invoice provisions become applicable to them. 

6. 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. The PO  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.

7. Declaration: In the event a Vendor is not registered under GST, they shall sign the Declaration attached as Annexure 2.

ANNEXURE 2
Declaration of GST non-enrolment

Dear Sir / Madam,
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Sub: Declaration regarding non-requirement to be registered under the Central / State/ UT/ Integrated Goods and Services Tax Act, 2017.
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We[⚫] (Name of the Vendor), do hereby state that we are not registered under the Goods and Services Tax Act, 2017 as (please select and fill below for the relevant reason)
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a. We deal into the category of goods or services [⚫] (Nature of goods / services) which are exempted under the Goods and Service Tax Act, 2017 
b. We have the turnover below the taxable limit as specified under the Goods and Services Tax Act, 2017
c. 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 to register under the GST in that case we undertake to provide all the requisite information and documents.

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

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