Our relationship with you is our most important asset. We want you to feel comfortable and confident when using our ITR Platform (defined hereinafter) and the Services (defined hereinafter). The objectives of these Terms and Conditions of Use (“Terms”) are to inform you of the terms which apply to your access to the ITR Platform and Services, what we expect from you,and what you can expect from us as you use and interact with our ITR Platform and the Services provided by us. Further, you would learn about the following:
(a) our policy regarding the changes and updates to these Terms;
(b) description of the ITR Platform and the Services offered by us;
(c) sign-up process and information required by us;
(d) conditions regarding use of the ITR Platform and the Services;
(f) intellectual property rights and ownership of the content on our ITR Platforms and the conditions of use of such content;
(g) Know Your Client (“KYC”) requirements;
(h) our policy regarding the communications and notifications sent by the ITR Platform;
(i) disclaimers, limitation of liability and indemnification obligations in relation to the Services provided; and
(j) legal rights and obligations in case of violation of these Terms by you.
These Terms apply to and govern the use of or access to the website www.cleartax.in and Black application (hereinafter, collectively referred to as the “ITR Platform”), by the user (hereinafter, “you”, “your”, or “User”). The Terms shall apply to the User in relation to the Services availed on the ITR Platform.
The ITR Platform is provided by Defmacro Software Private Limited (hereinafter, “Cleartax” or “our” or “we” or “us”), a company incorporated under the Companies Act 2013, having its registered office at B-3 Lower Ground Floor, School Lane, Naraina Vihar, New Delhi 110028 and its corporate office at 23,24 AMR Tech Park, Block 1, First Floor, Hosur Main Road, Hongasandra, Bangalore, Karnataka PIN:560068.
Cleartax provides its ITR Platform to Clearsharp Technology Pvt. Ltd (“Clearsharp”), an authorised E-return Intermediary (“ERI”) as per the Electronic Furnishing of Return of Income Scheme, 2007 with User ID ERIP000708. Clearsharp is also duly authorised by the Income Tax Department as a third-party software utility developer and is assigned with the Software ID: SW20000709. Cleartax provides functionality on the ITR Platform which allows Users to automatically create the income tax return file based on the information provided by the Users. The Users may choose to (i) download the file and file their income tax returns on the relevant website of the government or (ii) avail services of Clearsharp, a registered ERI, to digitise the return into desired output file format (currently XML or JSON) and transmit the output file to the server designated by the Income Tax Department using its e-Return Intermediary Identification Number. Cleartax is only acting as a technology facilitator to Clearsharp wherein the role of Cleartax is limited to the extent of providing the ITR Platform.
User and Company are each a “Party” and collectively the “Parties”.
These Terms are an electronic record in terms of the (Indian) Information Technology Act, 2000 and rules thereunder as applicable and as amended from time to time (“IT Act”). This electronic record is generated by a computer system and does not require any physical or digital signatures. These Terms are published in accordance with the provisions of Rule 3(1)(a) of the Information Technology (Intermediary Guidelines and Digital Media Ethics Code) Rules, 2021 framed under the IT Act (as amended from time to time), that require publishing the terms of services and practices for access or usage of ITR Platform and Services. These Terms constitute a binding and legally enforceable contract between Cleartax and User (as defined below).
By registering on or using the ITR Platform or availing the Services, you agree to be bound by the Terms. If you are using the ITR Platform on behalf of an organization, you are agreeing to the Terms on behalf of that organization (in which event, “you”, “your” or “User” will refer to that organization).
You represent that you are at least 18 (eighteen) years of age and have not been previously suspended or removed by Cleartax, or disqualified for any other reason, from availing the Services or using the ITR Platform. In addition, you represent and warrant that you have the right, authorityand capacity to agree to the Terms and to abide by them. You shall not impersonate any person or entity, or falsely state or otherwise misrepresent your identity, age or affiliation with any person or entity. In the event of any violation of the Terms, Cleartax reserves the right to suspend or permanently prevent you from availing the Services or using the ITR Platform.
If you do not agree to be bound by these terms, you must not use the ITR Platform. By continuing to use the ITR Platform or the Services you expressly agree and undertake to be bound by these terms. Subject to applicable laws, these Terms (and any changes thereto) will become applicable to you retrospectively on and from the date of your first use of the ITR Platform.
1. Changes to these Terms
1.1. Please note that these Terms may change from time to time. We reserve the right to modify or amend these Terms. While we will make reasonable efforts to keep you posted on any updates to these Terms, to make sure that you are aware of any changes, we encourage you to periodically review them whenever accessing or using the ITR Platform to be continuously aware of the changes that we may be carrying out to these Terms.
1.3. If you have any comments or questions regarding the Terms, or wish to report any violation of the Terms, you may contact us at email@example.com.
2. About the ITR Platform and the Services
2.1. The ITR Platform is primarily a technology service which automates creation of the income tax return file based on the information provided by the Users and allows Users to download such output file (“Services”). The Users may choose to (i) download the file and file their income tax returns on the relevant website of the government or (ii) avail services of Clearsharp, a registered ERI, to transmit the output file to the server designated by the Income Tax Department using its e-Return Intermediary Identification Number. Cleartax is only acting as a technology facilitator to Clearsharp wherein the role of Cleartax is limited to the extent of providing the ITR Platform.
2.2. Tax Return Filing Services
2.2.1. The User acknowledges and agrees that the ERI services including e-filing of ITR are offered on the ITR Platform and rendered by ClearSharp. ClearSharp is an authorised ERI as per the Electronic Furnishing of Return of Income Scheme, 2007.
2.2.2. The User acknowledges that Cleartax only acts as a technology facilitator for the ERI services wherein the role of Cleartax is limited to the extent of providing the ITR Platformto them. Any transaction in respect of ERI services is strictly a bilateral transaction between ClearSharp and the User.
2.2.3. Any information in relation to the ERI Services received from ClearSharp and is displayed on an “as is” basis on the ITR Platform. Cleartax is not in any manner responsible for the accuracy, and completeness of such information. The provision of the ERI services through the ITR Platform and display of such information received from ClearSharp shall not in any manner constitute any recommendation, advice, opinion or any service being given by Cleartax.
2.2.4. ClearSharp will provide the ERI services to the User and is solely responsible for compliance with applicable law in relation to providing such ERI services. Cleartax shall not be in any manner held responsible and liable for the quality of service (including deficiency) rendered by ClearSharp to them.
2.2.5. You acknowledge, agree and authorise, Cleartax and ClearSharp to collect, store, process your information and further transferring and sharing information (including personal information) with third parties including, payment gateways, KYC Registration agencies, Income Tax Department (ITD) and other entities for the purpose of the Services.
2.2.6. Cleartax is constantly innovating in order to provide the best possible experience for its users. You acknowledge and agree that the form and nature of the ITR Platform and Services which it provides may change from time to time without prior notice to you.
2.2.7. As part of this continuing innovation, you acknowledge and agree that Cleartax may stop (permanently or temporarily) providing the ITR Platform or Services (or any features within the Services) to you or to users generally at Cleartax's sole discretion, without prior notice to you. You may stop using the Services at any time. You do not need to specifically inform Cleartax when you stop using the Services.
2.2.8. You acknowledge and agree that if Cleartax disables access to your account, you may be prevented from accessing the Services, your account details or any files or other content which is contained in your account.
2.2.9. You authorise ClearSharp to add you as a ‘client’ on the ITD web services to submit ITR, retrieve ITR-V, refund status, Form 26AS, etc.
2.2.10. You agree and understand, in order to provide the ITR Platform, you will need to submit your personal information and financial information.
2.2.11. To automate creation of relevant file (currently XML or JSON file) for you to file your income tax returns we collect information about your income, deductions, credits, dependents, etc.
2.2.12. If you file ITRs for another individual, you should be doing so with the express consent of that individual after fully understanding the implications of this action. Cleartax will not be held responsible if you are doing this without the knowledge / consent of that person concerned. Cleartax and ClearSharp will not be liable for any failure by you to obtain consent of the person concerned, and you agree to indemnify Cleartax/ ClearSharp against any claims arising from such person.
2.2.13. In case of electronic filing, ITR shall not be deemed to have been filed unless it is successfully uploaded at return filing platform of https://incometaxindiaefiling.gov.in. You are advised to cross check your account at https://incometaxindiaefiling.gov.in to confirm that return has been successfully filed. You acknowledge that you will be solely responsible for verifying that your ITR has been filed and received by the ITD and for taking appropriate alternative actions if necessary. We recommend you to print and retain a copy of your ITRs for your records.
2.2.14. No Warranty: Cleartax/ ClearSharp takes great care in ensuring the correctness of your ITR. There are strong test suites and professionals (internal and third party) who work hard on ensuring the correctness of Cleartax’s software. However, Cleartax/ClearSharp provides no guarantee or warranty on the correctness of your ITR. You are required to review your ITR for ensuring correctness. You will not hold Cleartax/ ClearSharp liable or responsible for any issue that arises from incorrect ITR filing. Cleartax/ ClearSharp will not be responsible for any errors by the ITR Platform in calculations.
2.2.15. You agree and acknowledge that we may use external consultants (each of which is a separate and independent legal entity) or subcontractors to provide the ITR Platform and applicable Services. In case we use such consultants, you authorise Cleartax and ClearSharp to share your information with such consultants for providing you the Services.
2.2.16. Your use of our ITR Platform and Services is at your sole risk. Subject to applicable laws, Cleartax and ClearSharp disclaim all warranties of any kind, whether express or implied, including, but not limited to the implied warranties of merchantability, satisfactory quality, fitness for a particular purpose and accuracy of the ITR Platform and services.
2.2.17. Notwithstanding anything contained in this Terms, you shall defend, indemnify and hold harmless Cleartax and ClearSharp (and their affiliates, officers, directors and employees) upon demand from and against any and all damages, actions, proceedings, claims, demands, costs, losses, liabilities, diminution in value, loss of earnings, profits and revenue, opportunity costs, expenses (including court costs and reasonable attorneys’ legal fees) in connection with, arising out of, or in relation to (i) misrepresentation, negligence, fraud, willful concealment and misconduct (ii) misuse of the Services and ITR Platform for any illegal or unauthorised purposes; (iii) any injuries to persons or damage to property, body, business character, reputation including theft, resulting from the acts or omissions performed by you; (iv) any claims by a third party on Cleartax and ClearSharp for the acts committed or omitted by the User; (v) any violation of applicable law.
2.2.18. By using the ITR Platform and Services, you hereby fully and unconditionally release and completely discharge Cleartax and ClearSharp (and their affiliates, officers, directors and employees) against any claims (howsoever arising) in respect of availing of the ITR Platform and Services.
2.2.19. Refund and Cancellation: Questions about refunds and cancellations should be addressed to firstname.lastname@example.org. For self e-filing plans, you can cancel your payment or request a refund of an e-Filing credit before the credit has been used for an e-filing attempt. After an e-filing attempt, no refund shall be made. For assisted plans, you can cancel your payment or request a refund before the expert assigned has commenced working on your case
3. Sign-Up and Consent Requirements
3.1. To avail the Services, you will have to provide us with necessary details including but not limited to your name, mother’s name, father’s name, date of birth, gender, Permanent Account Number (“PAN”), signature, marital status, nominee details, cancelled cheque, photograph and video recording, email id, phone number, educational or professional qualification, business name, business address, nature of business, Tax Deduction and Collection Account Number (“TAN”), bank account details, Unified Payment Interface (“UPI”) ID, and/or other payment related details etc.
3.2. You agree to provide the above stated information, or such other information as may be necessary or required by us to provide the Services, at the time of sign-up or at any subsequent stage. Further, you acknowledge that the act of providing your Aadhaar ID is voluntary in nature unless mandated under applicable law. You may choose to provide us with an alternative KYC proof.
3.3. You warrant to provide true, accurate, current and complete information about yourself and you agree to not misrepresent your identity or your account information. You agree to keep your account information up to date and accurate.
3.4. If you upload information relating to any third parties, you should ensure that any such information is uploaded only after obtaining express written consent from them for using their information on the ITR Platform. Further, you should ensure that express written consent from such persons is obtained to receive communications from Cleartax regarding:information about us and the Services; promotional offers and services from us and our third party service providers, and any other matter in relation to the Services. If such third parties fail to provide written consent, or withdraw consent, you shall immediately cease to use the Services in relation to them. You will be solely responsible for obtaining such consent from third parties and we assume that such consent is sought and received by you if you provide such information relating to any of such third parties any time during the use of the ITR Platform.
3.5. If you provide any information that is false, inaccurate or outdated, or we have reasonable grounds to suspect that such information is false, inaccurate or outdated, we will be entitled to suspend or terminate your account and prohibit any and all current or future use of the ITR Platform by you. You are responsible for maintaining the confidentiality of the account and are fully responsible for all activities that occur under your account.
3.6. You agree to immediately notify us in writing at email@example.com of any disclosure or unauthorized use of your profile or any other breach of security with respect to your profile.
4. Use of and Access to the ITR Platform
4.1. You agree to use the ITR Platform only for lawful purposes, and that you are responsible, liable and accountable for all activities that take place through your use of ITR Platform or availing the Services. We exclude any liability arising out of use of the ITR Platform.
4.2. You understand, accept and agree that the payment facility provided by us is neither a banking nor financial service but we merely act as a facilitator providing an electronic payment option, automated online electronic payment option, for the transactions on the ITR Platform using the existing authorized banking infrastructure and the payment gateway/payment aggregator networks. Further, by providing payment facility, we are neither acting as trustees nor acting in a fiduciary capacity with respect to the transaction.
4.3. Service Level Terms: We will use commercially reasonable efforts to provide you the ITR Platform. We will provide you with reasonable technical support services in accordance with our standard practices. We do not make any commitment that the ITR Platform will be available at all times or during any down time (a) caused by outages to any public Internet backbones, networks or servers, (b) caused by any failures of your equipment, systems or local access services, (c) for previously scheduled maintenance, (d) caused by any third party vendor or service provider of Cleartax, (e) caused by any failure of systems or servers of any third party including that of the government and its authorities and/or financial institutions such as asset management companies or any financial intermediaries, (f) attributable to events such as strikes, riots, insurrection, fires, floods, explosions, war, governmental action, labor conditions, earthquakes, natural disasters, hacking, phishing or interruptions in Internet services to an area where Cleartax or its servers are located or co-located, or (g) required pursuant to instructions received by us from any governmental or regulatory authority.
4.4. Updates: From time to time, we may provide upgrades, patches, enhancements, or fixes for the ITR Platform to you generally without additional charge and such updates will become part of the ITR Platform and subject to the Terms. Notwithstanding the foregoing, we shall have no obligation under these Terms or otherwise to provide any such updates. You understand that Cleartax may cease supporting old versions or releases of the ITR Platformat any time in its sole discretion.
4.5. The ITR Platform may include products and services made available by third party service providers. These third party service providers may have additional terms that apply to you. You agree to be bound by such other additional terms. Third-party products and services are subject to terms and conditions and privacy policies set by their providers. We make no representations and hereby expressly exclude all warranties and liabilities arising out of or pertaining to such third-party services, including their accuracy or completeness. Further, all intellectual property rights in and to third party services are the property of the respective third parties
4.6. By accessing or using the ITR Platform or by availing Services, you agree not to:
4.6.1. host, display, upload, modify, publish, transmit, update or share any information (if provided with the functionality to do so on the ITR Platforms) that:
(a) belongs to another person and to which the user does not have any right;
(b) is defamatory, obscene, pornographic, pedophilic, invasive of another’s privacy, including bodily privacy, insulting or harassing on the basis of gender, libellous, racially or ethnically objectionable, relating or encouraging money laundering or gambling, or otherwise inconsistent with or contrary to the laws of India;
(c) is harmful to minors;
(d) infringes any patent, trademark, copyright or other proprietary rights
(e) violates any law for the time being in force;
(f) deceives or misleads the addressee about the origin of the message or knowingly and intentionally communicates any information which is patently false or misleading in nature but may reasonably be perceived as a fact;
(g) impersonates another person;
(h) threatens the unity, integrity, defence, security or Sovereignty of India, friendly relations with foreign States, or public order, or causes incitement to the commission of any cognizable offence or prevents investigation of any offence or is insulting any foreign states;(i) contains software virus or any other computer code, file or program designed to interrupt, destroy or limit the functionality of any computer resource;(j) is patently false and untrue, and is written or published in any form, with the intent to mislead or harass a person, entity or agency for financial gain or to cause any injury to any person.
4.6.2. violate the Terms or any law for the time being in force;
4.6.3. conduct or forward surveys, contests, pyramid schemes or chain letters involving the Services;
4.6.4. impersonate any person or entity, falsely claim or otherwise misrepresent your affiliation with any person or entity, or access the accounts of others without permission, forge another person’s digital signature, misrepresent the source, identity, or content of information transmitted via the Services, perform any other similar fraudulent activity
4.6.5. infringe our or any third party’s patent, trademark, copyright or other intellectual property rights, proprietary rights, rights of publicity or privacy;
4.6.6. use the Services if you are under the age of 18 (eighteen) years;
4.6.7. post or transmit any message (if provided with the functionality to do so on the ITR Platforms) which discloses private or personal matters concerning any person or, is grossly harmful, harassing, hateful and/or disparaging;
4.6.8. post or transmit (if provided with the functionality to do so on the ITR Platforms) any message, data, image or program which is blasphemous, vulgar, or offensive in nature;
4.6.9. refuse to cooperate in an investigation or provide confirmation of your identity or any other information provide by you to us;
4.6.10. remove, circumvent, disable, damage or otherwise interfere with security-related features of the ITR Platform and Services or features that enforce limitations on the use of the Services or the ITR Platform;
4.6.11. reverse engineer, decompile, disassemble or otherwise attempt to discover the source code of as regards Services or ITR Platform or any part thereof, except and only to the extent this is expressly permissible by applicable law;
4.6.12. use the Services or the ITR Platform in any manner that could damage, disable, overburden, or impair it, including, without limitation,
4.6.13. using the Services or the ITR Platform in an automated manner;
4.6.14. modify, adapt, translate or create derivative works based upon the Services and ITR Platform or any part thereof, except and only to the extent that that this is permissible by applicable law;
4.6.15. intentionally interfere with or damage operation of the Services or the ITR Platform or any other user’s enjoyment of it, by any means, including uploading or otherwise disseminating viruses, adware, spyware, worms, or other malicious code or file/ programme with contaminating or destructive features or which are designed to interrupt, destroy or limit the functionality of any computer resource;
4.6.16. use any robot, spider, other automatic device, or manual process to monitor or copy the ITR Platform without prior written permission;
4.6.17. take any action that imposes an unreasonably or disproportionately large load on our infrastructure/network;
4.6.18. use the facilities and capabilities of the ITR Platform to conduct any activity or solicit the performance of any illegal activity or other activity which infringes the rights of others;
4.6.19. use the ITR Platform to collect or obtain personal information, including without limitation, financial information, about other users of the ITR Platform, except and only as expressly provided in the Terms;
4.6.20. use the Services in a manner that results in or may result in complaints, disputes, reversals, chargebacks, fees, fines, penalties and other liability to us, a third party or you.
5.1. While we use commercially reasonable efforts to facilitate provisions of the information, information on compliance deadlines for filing various tax returns and other statutory forms, status of your investments, etc on the ITR Platform, we are not responsible for any errors or omissions, or for the results obtained from the use of or reliance on this information. Specifically, certain links in ITR Platform may connect to other websites maintained by third parties over which we have no control. If you access such links, your use of the third party websites will be governed by the policies of such websites. We encourage you to review the terms and policies of such websites.
5.2. Any information, information on compliance deadlines for filing various tax returns and other statutory forms; relevant tax related news made available through the ITR Platform is for general guidance on matters of interest only. In particular, impact of laws and regulations can vary widely based on the specific facts involved. Given the changing nature of laws, rules and regulations, and the inherent hazards of electronic communication, there may be delays, omissions or inaccuracies in such information. Accordingly, the information provided through or in relation to this ITR Platform is so done with the understanding that we are not herein engaged in rendering legal, accounting, tax, or other professional advice and services. As such, it should not be used as a substitute for consultation with professional accounting, tax, legal or other competent advisers. Before making any decision or taking any action, you should consult a professional advisor. You acknowledge that the provision of the ITR Platform or Services does not constitute the provision of any specific advice nor any other professional services or advice of any kind (including any tax services). Any use of the ITR Platform or Services (including reliance on any of the contents therein) is at your sole risk.
5.3. While we use reasonable efforts to facilitate the information made available through the ITR Platform is being obtained from reliable sources, we are not responsible for any errors or omissions, or for the results obtained from the use of or reliance on this information.
5.4. We do not make any representations as to the accuracy or any other aspect of information contained in other websites. All information made available through the ITR Platform is provided "AS IS", with no guarantee, representation, or commitment of completeness, accuracy, timeliness or of the results obtained from the use of this information, and without warranty of any kind, express or implied, including, but not limited to warranties of performance, merchantability and fitness for a particular purpose.
6. Intellectual Property Rights and Ownership
6.1. We own the rights in the design, compilation, and look and feel of our ITR Platform. It also includes rights in all copyrighted works, trademarks, designs, inventions, and other intellectual property. Subject to compliance with these Terms, we grant you a non-exclusive, non-transferable, non-sub licensable, royalty-free, revocable, and limited access to use the ITR Platform and the Services in accordance with these Terms.
6.2. You agree not to copy, distribute, modify or make derivative works of any of our content or use any of our intellectual property rights in any way not expressly permitted by us.
6.3. We may provide you with summary of the news or information that is already available in the public domain. Further we may provide you an electronic link to the original source of such news or information. Upon clicking the electronic link, you may be directed to the website of a third party who has published that news or information. We do not own any intellectual property rights in the information published by such third party.
6.5. Data loss: Data loss is an unavoidable risk when using any technology. You are responsible for maintaining copies of your data entered into the ITR Platform or for availing the Services.
6.6. No compensation: Whatever the cause of any downtime, access issues or data loss, your only recourse is to discontinue using the ITR Platform or the Services.
7. Know your Customer/ Client Requirements You agree and provide your express consent to provide and share certain information and documents that may be necessary to ascertain your eligibility to use the ITR Platform or avail the Services including but not limited to your KYC Documents to us. For the purpose of these Terms, ‘KYC Documents’ shall mean to include mobile number, mother’s name, father’s name, email address, date of birth, gender, PAN, signature, marital status, nominee details, cancelled cheque, photograph and video recording, etc. and other information which may be sought either during Sign-up or at any stage later. You agree and warrant to provide valid, true, complete, and up-to-date KYC Documents. You acknowledge and agree that any incorrect or misleading information provided shall constitute a material breach of these Terms.
8. Communication Policy
8.1. You agree to receive communications from Cleartax regarding: (i) information relating to use of the ITR Platform or Services; (ii) information about Cleartax and the Services; (iii) promotional offers and services from Cleartax and third party service provider, and (iv) any other matter in relation to the Services. In case you access the ITR Platform on behalf of a third party (after obtaining their prior consent), you acknowledge and agree that we are permitted to send any or all of the above communications to your customers or other third parties whose information you have made available on the ITR Platform.
8.2. We may send alerts to the mobile phone numbers provided by you, either of yourself or your customers or any third parties, via e-mail, SMS, WhatsApp messages or push notifications or any other means. If your mobile number is registered in the Do Not Disturb (“DND”) list of Telecom Regulatory Authority of India, you may not receive SMS from us. In such case, you will be responsible for taking all steps to deregister from the DND list and will not hold us liable for non-receipt of SMS.
8.3. We shall not be under any obligation to confirm the authenticity of the person(s) receiving the alert. You cannot hold Cleartax liable for non-availability of the SMS/email alert/push notifications service in any manner whatsoever.
8.4. The SMS/e-mail alert/push notification service provided by us is an additional facility provided for your convenience and that it may be susceptible to error, omission and/or inaccuracy. You shall not hold Cleartax liable for any loss, damages, claim, expense including legal cost that may be incurred/suffered by you on account of the SMS/e-mail alert/push notification facility.
8.5. The clarity, readability, accuracy and promptness of providing the SMS/e-mail alert/push notification service depend on many factors including the infrastructure and connectivity of the network service provider. We shall not be responsible for any non-delivery, delayed delivery or distortion of the alert in any way whatsoever.
8.6. You understand that Cleartax cannot and does not guarantee or warrant that files available for download through the ITR Platform will be free of viruses, worms or other code that may be damaging. You are responsible for implementing procedures to satisfy your particular requirements of internet security and for accuracy of data input and output.
9. Termination of Access to the ITR Platform
10. Warranties and Disclaimers
10.1. We are a technology platform service provider. We are not and will not be responsible for any claim or for any damages suffered, whether by you, the third parties of the Users whose information is recorded on the ITR Platform, or any other person or party, that are related, directly or indirectly, to or arise out of the same including any payments made by you or by any third parties of the User using the payment link generated using the ITR Platform.
10.2. YOUR USE OF THE PLATFORM AND THE SERVICES IS AT YOUR SOLE RISK. THE PLATFORM, THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THESE TERMS, THE COMPANY, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS AND OTHER REPRESENTATIVES, EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, THE COMPANY MAKES NO WARRANTY THAT: (I) THE PLATFORM OR THE SERVICES WILL MEET YOUR REQUIREMENTS; (II) THE PLATFORM OR THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (III) INFORMATION THAT MAY BE OBTAINED VIA THE PLATFORM OR THE SERVICES WILL BE ACCURATE OR RELIABLE; (IV) THE QUALITY OF ANY AND ALL PRODUCTS, SERVICES, INFORMATION OR OTHER MATERIAL, INCLUDING ALL MERCHANDISE, GOODS AND SERVICES, OBTAINED OR PURCHASED BY YOU DIRECTLY OR INDIRECTLY THROUGH THE PLATFORM OR THE WEBSITES WILL MEET YOUR EXPECTATIONS OR NEEDS; AND (V) ANY ERRORS IN THE PLATFORM OR THE WEBSITES WILL BE CORRECTED.
10.3. You acknowledge and agree that certain Services provided on the ITR Platform may furtherbe dependent on the functioning of the technology infrastructure of various third parties including that of the government agencies and, or statutory authorities. You agree that Cleartax shall not be liable or responsible for any discrepancy in the Services owing to delay or failure of any activity by any such third parties
11. Exclusion of Damages
WE SHALL NOT UNDER ANY CIRCUMSTANCES BE LIABLE FOR ANY DAMAGES OF ANY KIND ARISING OUT OF, IN CONNECTION WITH OR RELATING TO THE USE OF OR INABILITY TO USE THE PLATFORM, INCLUDING ANY LIABILITY: (I) AS A PUBLISHER OF INFORMATION; (II) FOR ANY INCORRECT OR INACCURATE INFORMATION OR ANY ‘BUG’ OF THE PLATFORM OR THE SERVICES; (III) FOR ANY UNAUTHORIZED ACCESS TO OR DISCLOSURE OF YOUR TRANSMISSIONS OR DATA; (IV) FOR STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON OR VIA THE PLATFORM; (V) FOR ANY DISPUTES BETWEEN USERS OF THE PLATFORM OR THE SERVICES, OR BETWEEN A USER OF THE PLATFORM OR THE SERVICES AND A THIRD PARTY; OR (VI) FOR ANY OTHER MATTER RELATING TO THE PLATFORM OR THE SERVICES, OR ANY THIRD PARTY. THIS IS A COMPREHENSIVE LIMITATION OF LIABILITY THAT APPLIES TO ALL DAMAGES OF ANY KIND, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, WHETHER BASED ON BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, EVEN IF AN INDIVIDUAL ADVISES US OF THE POSSIBILITY OF SUCH DAMAGES. THE LIMITATIONS OF LIABILITY SET FORTH HEREIN ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN THE COMPANY AND YOU. THE PRODUCTS, INFORMATION AND SERVICES OFFERED ON AND THROUGH THE PLATFORM OR THE SERVICES WOULD NOT BE PROVIDED TO YOU WITHOUT SUCH LIMITATIONS.
12.1. Notwithstanding anything contained in this Agreement, you agree to defend, indemnify and hold harmless Cleartax (and its affiliates, officers, directors and employees) upon demand from and against any and all damages, actions, proceedings, claims, demands, costs, losses, liabilities, diminution in value, loss of earnings, profits and revenue, opportunity costs, expenses (including court costs and reasonable attorneys’ legal fees) in connection with, arising out of, or in relation (i) misrepresentation, negligence, fraud, willful concealment and misconduct (ii) misuse of the Services and ITR Platform for any illegal or unauthorised purposes; (iii) any injuries to persons or damage to property, body, business character, reputation including theft, resulting from your acts or omissions; (iv) any claims by a third party on Company for the acts committed or omitted by you; and (v) any violation of applicable law. The User shall not be required to indemnify, if Clearsharp as an ERI breaches its obligation or does not comply with the ERI scheme.
12.2. You agree that any violation by you will constitute an unlawful and unfair business practice, and will cause irreparable harm to Cleartax and third party service providers, as the case may be, for which monetary damages would be inadequate, and you consent to Cleartax obtaining any injunctive or equitable relief that they deem necessary or appropriate in such circumstances. These remedies are in addition to any other remedies that Cleartax may have at law or in equity. If Cleartax takes any legal action against you as a result of your violation of these Terms, they will be entitled to recover from you, and you agree to pay, all reasonable attorneys’ fees and costs of such action, in addition to any other relief that may be granted.
13.1. Notice: All notices, requests, demands, approvals, requests for approvals or other communications under the Terms shall be in writing. Notice will be sufficiently given for all purposes as follows: (i) upon delivery when personally delivered to the recipient, (ii) upon receipt when mailed by certified mail (iii) upon delivery when delivered by recognized international overnight courier, and (iv) upon receipt when sent by fax with confirmation.
13.2. Merger/Modification: Each Party acknowledges that it has read the Terms, it understands it, and agrees to be bound by its terms, and further agrees that this is the complete and exclusive statement of the Terms between the Parties, which supersedes and merges all prior proposals, understandings and all other agreements, oral and written, between the Parties relating to the Terms.
13.3. Governing Law and Jurisdiction: These Terms shall be governed by and construed and enforced in accordance with the laws of India. Any controversies, conflicts, disputes, or differences arising out of these Terms shall be resolved by arbitration in New Delhi in accordance with the Arbitration and Conciliation Act, 1996 for the time being in force, which is deemed to be incorporated by reference in this Clause. The tribunal shall consist of 3 (three)arbitrators. Each Party shall appoint an arbitrator and the two appointed arbitrators shall appoint the third arbitrator who shall act as the presiding arbitrator. The language of the arbitration shall be English. The parties to the arbitration shall keep the arbitration confidential and not disclose to any person, other than on a need to basis or to legal advisors, unless required to do so by law. The decision of the arbitrator shall be final and binding on all the Parties hereto. Subject to other provisions in this Clause, courts in New Delhi shall have exclusive jurisdiction over all issues arising out of these Terms or the use of the Services
13.4. Severability: If any provision of the Terms is invalid under any applicable statute or rule of law, it is to that extent to be deemed omitted and all other terms and provisions of the Terms shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any Party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the Parties shall negotiate in good faith to modify the Terms so as to effectuate the original intent of the Parties as closely as possible in an acceptable manner in order that the transactions contemplated hereby are consummated as originally contemplated to the greatest extent possible.
13.5. Waiver: A waiver by either Party of any terms or conditions of the Terms in any instance shall not be deemed or construed to be a waiver of such term or condition for the future, or of any subsequent breach thereof. All remedies, rights, undertakings, obligations and agreements contained in the Terms shall be cumulative, and none of them shall be in limitation of any other remedy, right, undertaking, obligation or agreement of either Party.
13.6. Relationship of Parties: The Parties are not employees, agents, partners or joint venturers of each other. You shall not have the right to enter into any agreement on behalf of Cleartax.
13.7. Entire Terms: The entire understanding between the Parties hereto relating to the subject matter hereof is contained herein and the Parties make no warranties, representations or undertakings hereto except as expressly provided herein.
13.8. Assignment: Notwithstanding anything contained herein, you agree and covenant that Cleartax may, at its sole discretion, be entitled to assign its rights and obligations under this Terms to any of its affiliates or to any entity, and in such case, such affiliate or entity shall be entitled to enforce these Terms.
13.9. Survival: Notwithstanding any termination, cancellation or expiration of the Terms, the provisions hereof that are intended to continue and survive, shall continue and survive.
13.10. Expenses: Except as otherwise specified in the Terms, all costs and expenses, including fees and disbursements of counsel, financial advisors and accountants, incurred in connection with the Terms and the transactions contemplated in the Terms shall be paid by the Party incurring such costs and expenses.
13.11. Force Majeure: Neither Party shall be liable for a failure or delay in performing any of its obligations under the Terms if, but only to the extent that, such failure or delay is due to causes beyond the reasonable control of the affected party, including, but not limited to (1) acts of God; (2) fire or explosion (except to the extent caused by the negligence or willful misconduct of the affected party); (3) unusually severe weather; (4) war, invasion, riot, or other civil unrest; (5) governmental laws, orders, restrictions, actions, embargoes, or blockages; (6) national or regional emergency; and (7) injunctions, strikes, lockouts, labor trouble, or other industrial disturbances; provided that the party affected shall promptly notify the other of the force majeure condition and shall exert reasonable efforts to eliminate, cure, or overcome any such causes and to resume performance of its obligations as soon as practicable.
13.12. Maintenance of Records: You shall maintain the records independently of the ITR Platform (by way physical copies et cetera) and Cleartax reserves the right to seek copies of such records for their own use including record keeping. You acknowledge and agree that Company shall have the right to retain your information for as long as it deems fit and to be in compliance with applicable provisions of the law.
13.13. Fees: Cleartax reserves the right to charge fee for the Services and non-payment may result in denial of Services.
13.14. Contact Us: If there are any questions or grievances or complaints regarding these Terms, you may contact us at the address given below:
Name: Aditya Kumar
Address: 23,24 AMR Tech Park, Block 1,First Floor, Hosur Main Road, Hongasandra, Bangalore, Karnataka PIN:560068.