Effective starting: August 1, 2017
This PayMyVAT Customer Agreement (the “Agreement”) is between you and Taxviser
Consulting Private Ltd (“PayMyVAT”). If you are agreeing to this Agreement not as an individual
but on behalf of your company, then “Customer” or “you” means your company, and you are
binding your company to this Agreement. PayMyVAT may modify this Agreement from time to
time, subject to the terms in Section 26 (Changes to this Agreement) below.
By clicking on the “I agree” (or similar button) that is presented to you at the time of your
Order or sign-up, or by using or accessing PayMyVAT products, you indicate your assent to be
bound by this Agreement.
1) Scope of the Agreement
This Agreement governs your initial purchase as well as any future purchases made by you that
reference this Agreement. This Agreement includes our Privacy Policy, our Acceptable Use
Policy, any Orders, and any other referenced policies and attachments. PayMyVAT shall provide
the services as mentioned in Annexure A
2) Types of PayMyVAT Products
This Agreement governs (a) PayMyVAT’s commercially available downloadable software
products (currently designated as "Server" or "Data Center" deployments) (“Software”), (b)
PayMyVAT’s hosted or cloud-based solutions (currently designated as "Cloud"
deployments) (“Hosted Services”), and (c) any related support or maintenance services
provided by PayMyVAT. Software and Hosted Services, together with related Documentation,
are referred to as “Products”. The Products and their permitted use are further described in
PayMyVAT’s standard documentation (“Acceptable Use policy”). Section 6 (Software Terms)
applies specifically to Software, and Section 7 (Hosted Services Terms) applies specifically to
Hosted Services, but unless otherwise specified, other provisions of this Agreement apply to all
Products.
3) Account Registration
You need to register for an PayMyVAT account in order to place orders or access or receive any
Products. Any registration information that you provide to us must be accurate, current and
complete. You must also update your information so that we may send notices, statements and
other information to you by email or through your account. You are responsible for all actions
taken through your accounts.
4) Orders.
(4.1) Directly with PayMyVAT
PayMyVAT’s Product ordering documentation or purchase flow (“Order”) will specify your
authorized scope of use for the Products, which may include: (a) number and type of
Authorized Users (as defined below), (b) storage or capacity (for Hosted Services)The term
“Order” also includes any applicable Product or Support and Maintenance renewal, or
purchases you make to increase or upgrade your Scope of Use.
(4.2) Reseller Orders
This Agreement applies whether you purchase our Products directly from PayMyVAT or through
PayMyVAT “Experts” or other authorized resellers (each, a “Reseller”). If you purchase through
a Reseller, your Scope of Use shall be as stated in the Order placed by Reseller for you, and
Reseller is responsible for the accuracy of any such Order. Resellers are not authorized to make
any promises or commitments on PayMyVAT’s behalf, and we are not bound by any obligations
to you other than what we specify in this Agreement.
5) Authorized Users
Only the specific TRN’s (“Authorized Users”) for whom you have paid the required fees and
whom you designate through the applicable Product may access and use the Products.
Authorized Users may be you or your affiliate or related companies who are acting for your
benefit or on your behalf. You may also permit your customers to have limited access to certain
Products as Authorized Users. You may increase the number of Authorized Users permitted to
access your instance of the Product by placing a new Order or, in some cases, directly through
the Product. In all cases, you must pay the applicable fee for the increased number of
Authorized Users. You are responsible for compliance with this Agreement by all Authorized
Users. All use of Products by you and your Authorized Users must be within the Scope of Use
and solely for the benefit of you or your Affiliates. “Affiliate” means an entity which, directly or
indirectly, owns or controls, is owned or is controlled by or is under common ownership or
control with a party, where “control” means the power to direct the management or affairs of
an entity, and “ownership” means the beneficial ownership of 50% (or, if the applicable
jurisdiction does not allow majority ownership, the maximum amount permitted under such
law) or more of the voting equity securities or other equivalent voting interests of the entity.
6) Software Terms
(6.1) Your License Rights.
Subject to the terms and conditions of this Agreement, PayMyVAT grants you a non-exclusive,
non-sub licensable and non-transferable license to install or login in and use the Software
during the applicable License Term in accordance with this Agreement, your applicable Scope of
Use, and the Documentation. The term of each Software license (“License Term”) will be
specified in your Order. Your License Term will end upon any termination of this Agreement,
even if it is identified as “perpetual” or if no expiration date is specified in your Order. The
Software requires a license key in order to operate, which will be delivered as described in
Section 10.2 (Delivery).
7) Terms of usage of the software
- Client shall provide Vendor Master including email and phone, to allow PayMyVAT to
send invoices if the client opts for such value addition.
- In case the due dates are changed for any month by the tax authorities, then the given
timelines will change accordingly.
- All the relevant data and Client approval, corrections, suggestions shall be provided to
PayMyVAT. PayMyVAT shall not be held liable for any delay in filing of return for late
receipt of data from client.
- PayMyVAT shall process returns on the basis of information provided. PayMyVAT shall
not be held liable for any loss, damage, cost, expense, demands, lien etc. arising out of
incorrect return filed. It shall be the sole responsibility of client to authenticate the
correctness of the data provided for filing of returns and computation of tax liability.
- If any of the services is required to be on-shore at your premises, there may be
additional cost levied for travel, lodging stay, food all other charges on actual basis.
8) Hosted Services Terms
(8.1) Access to Hosted Services
Subject to the terms and conditions of this Agreement, PayMyVAT grants you a non-exclusive
right to access and use the Hosted Services during the applicable Subscription Term (as defined
below) in accordance with this Agreement, your applicable Scope of Use and the
Documentation. If PayMyVAT offers client software (e.g., a desktop or mobile application) for
any Hosted Service, you may use such software solely with the Hosted Service, subject to the
terms and conditions of this Agreement. You acknowledge that our Hosted Services are on-line,
subscription-based products and that we may make changes to the Hosted Services from time
to time.
(8.2) Subscription Terms and Renewals
Hosted Services are provided on a subscription basis for a set term specified in your Order
(“Subscription Term”). Except as otherwise specified in your Order, all subscriptions will
automatically renew for periods equal to your initial Subscription Term (and you will be charged
at the then-current rates) unless you cancel your subscription through your account at
PayMyVAT.com. If you cancel, your subscription will terminate at the end of then-current billing
cycle, but you will not be entitled to any credits or refunds for amounts accrued or paid prior to
such termination.
(8.3) Credentials
You must ensure that all Authorized Users keep their user IDs and passwords for the Hosted
Services strictly confidential and not share such information with any unauthorized person.
User IDs are granted to individual, named persons and may not be shared. You are responsible
for any and all actions taken using your accounts and passwords, and you agree to immediately
notify PayMyVAT of any unauthorized use of which you become aware.
(8.4) Your Data
“Your Data” means any data, content, code, images or other materials of any type that you
upload, submit or otherwise transmit to or through Hosted Services. You will retain all right,
title and interest in and to Your Data in the form provided to PayMyVAT. Subject to the terms of
this Agreement, you hereby grant to PayMyVAT a non-exclusive, worldwide, royalty-free right
to (a) collect, use, copy, store, transmit, modify and create derivative works of Your Data, in
each case solely to the extent necessary to provide the applicable Hosted Service to you and (b)
for Hosted Services that enable you to share Your Data or interact with other people, to
distribute and publicly perform and display Your Data as you (or your Authorized Users) direct
or enable through the Hosted Service. PayMyVAT may also access your account or instance in
order to respond to your support requests.
(8.5) Security
PayMyVAT implements security procedures to help protect Your Data from security
attacks. However, you understand that use of the Hosted Services necessarily involves
transmission of Your Data over networks that are not owned, operated or controlled by us, and
we are not responsible for any of Your Data lost, altered, intercepted or stored across such
networks. PayMyVAT rents servers to power the Cloud application, Our data center partners
provide power, network and backup services. To augment 3rd party application penetration
testing, we have selected data center providers that maintain industry-standard certifications.
Our data centers are SOC-1 (formerly SAS 70) compliant. These certifications address physical
security, system availability, network and IP backbone access, customer provisioning and
problem management. However, No system is impenetrable, we cannot guarantee that our
security procedures will be error-free, that transmissions of Your Data will always be secure or
that unauthorized third parties will never be able to defeat our security measures or those of
our third party service providers.
(8.6) Responsibility for Your Data
8.6.1 General
You must ensure that your use of Hosted Services and all Your Data is at all times compliant
with our Acceptable Use Policy and all applicable local, state or national laws and regulations
(“Laws”). You represent and warrant that: (i) you have obtained all necessary rights, releases
and permissions to provide all Your Data to PayMyVAT and to grant the rights granted to
PayMyVAT in this Agreement and (ii) Your Data and its transfer to and use by PayMyVAT as
authorized by you under this Agreement do not violate any Laws (including without limitation
those relating to export control and electronic communications) or rights of any third party,
including without limitation any intellectual property rights, rights of privacy, or rights of
publicity, and any use, collection and disclosure authorized herein is not inconsistent with the
terms of any applicable privacy policies. Other than its security obligations under Section 7.5
(Security), PayMyVAT assumes no responsibility or liability for Your Data, and you shall be solely
responsible for Your Data and the consequences of using, disclosing, storing, or transmitting it.
8.6.2 Sensitive Data
You will not submit to the Hosted Services (or use the Hosted Services to collect): (i) any
personally identifiable information, except as necessary for the establishment of your
PayMyVAT account;
8.6.3 Indemnity for Your Data.
You will defend, indemnify and hold harmless PayMyVAT from and against any loss, cost,
liability or damage, including attorneys’ fees, for which PayMyVAT becomes liable arising from
or relating to any claim relating to Your Data, including but not limited to any claim brought by
a third party alleging that Your Data, or your use of the Hosted Services in breach of this
Agreement, infringes or misappropriates the intellectual property rights of a third party or
violates applicable law. This indemnification obligation is subject to your receiving (i) prompt
written notice of such claim (but in any event notice in sufficient time for you to respond
without prejudice); (ii) the exclusive right to control and direct the investigation, defense, or
settlement of such claim; and (iii) all reasonable necessary cooperation of PayMyVAT at your
expense.
(8.7) Removals and Suspension
PayMyVAT has no obligation to monitor any content uploaded to the Hosted Services.
Nonetheless, if we deem such action necessary based on your violation of this Agreement or in
response to takedown requests that we receive following our guidelines for Reporting
Copyright and Trademark Violations, we may (1) remove Your Data from the Hosted Services
or (2) suspend your access to the Hosted Services. We will generally alert you when we take
such action and give you a reasonable opportunity to cure your breach, but if we determine
that your actions endanger the operation of the Hosted Service or other users, we may suspend
your access immediately without notice. We have no liability to you for removing or deleting
Your Data from or suspending your access to any Hosted Services as described in this section.
(8.8) Deletion at End of Subscription Term
We may remove or delete Your Data within 30 days after the termination of your Subscription
Term.
9) Support and Maintenance.
PayMyVAT will provide the support and maintenance services for the Products described in
the PayMyVAT Support Policy (“Support and Maintenance”) during the period for which
you have paid the applicable fee. Support and Maintenance is subject to the terms of the
PayMyVAT Support Policy and will be provided at the support level and during the support term
specified in your Order. The PayMyVAT Support Policy may be modified by PayMyVAT from
time to time to reflect process improvements or changing practices. Support and Maintenance
for Software includes access to New Releases, if and when available. You may use any New
Releases that we provide to you during a valid support term in the same way that you use
Software, and New Releases are included in the definition of Software in that case. “New
Releases” are bug fixes, patches, major or minor releases, or any other changes,
enhancements, or modifications to the Software that we make generally commercially
available.
10) Delivery and Financial Terms
10.1 Delivery
We will deliver the applicable license keys (in the case of Software) or login instructions (in the
case of Hosted Services) to the email addresses specified in your Order when we have received
payment of the applicable fees. All deliveries under this Agreement will be electronic. For the
avoidance of doubt, you are responsible for installation of any Software, and you acknowledge
that PayMyVAT has no further delivery obligation with respect to the Software after delivery of
the license keys.
(10.2) Payment
You agree to pay all fees in accordance with each Order. Unless otherwise specified in your
Order, you will pay all amounts in currency at the time you place your Order. All amounts are
non-refundable, non-cancelable and non-creditable and non-transferable. In making payments,
you acknowledge that you are not relying on future availability of any Products beyond the
current License Term or Subscription Term or any Product upgrades or feature enhancements.
If you add Authorized Users during your License Term or Subscription Term, we will charge you
for the increased number of Authorized Users pursuant to the then-currently applicable rates in
your next billing cycle. You agree that we will bill you for renewals, additional users, and unpaid
fees, as applicable.
(10.3) Taxes
Your payments under this Agreement exclude any taxes or duties payable in respect of the
Products in the jurisdiction where the payment is either made or received. To the extent that
any such taxes or duties are payable by PayMyVAT, you must pay to PayMyVAT the amount of
such taxes or duties in addition to any fees owed under this Agreement.
11) No-Charge Products
We may offer certain Products to you at no charge, including free accounts, trial use, and
access to Beta Versions as defined below (“No-Charge Products”). Your use of No-Charge
Products is subject to any additional terms that we specify and is only permitted for the period
designated by us. You may not use No-Charge Products for competitive analysis or similar
purposes. We may terminate your right to use No-Charge Products at any time and for any
reason in our sole discretion, without liability to you. You understand that any pre-release and
beta products we make available (“Beta Versions”) are still under development, may be
inoperable or incomplete and are likely to contain more errors and bugs than generally
available Products. We make no promises that any Beta Versions will ever be made generally
available. In some circumstances, we may charge a fee in order to allow you to access Beta
Versions, but the Beta Versions will still remain subject to this Section 11 (No-Charge Products).
All information regarding the characteristics, features or performance of Beta Versions
constitutes PayMyVAT’s Confidential Information. To the maximum extent permitted by
applicable law, we disclaim all obligations or liabilities with respect to No-Charge Products,
including any Support and Maintenance, warranty, and indemnity obligations.
12) Restrictions
Except as otherwise expressly permitted in this Agreement, you will not: (a) rent, lease,
reproduce, modify, adapt, create derivative works of, distribute, sell, sublicense, transfer, or
provide access to the Products to a third party, (b) use the Products for the benefit of any third
party, (c) incorporate any Products into a product or service you provide to a third party, (d)
interfere with any license key mechanism in the Products or otherwise circumvent mechanisms
in the Products intended to limit your use, (e) reverse engineer, disassemble, decompile,
translate, or otherwise seek to obtain or derive the source code, underlying ideas, algorithms,
file formats or non-public APIs to any Products, except as permitted by law, (f) remove or
obscure any proprietary or other notices contained in any Product, or (g) publicly disseminate
information regarding the performance of the Products.
13) Ownership and Feedback.
Products are made available on a limited license or access basis, and no ownership right is
conveyed to you, irrespective of the use of terms such as “purchase” or “sale”. PayMyVAT and
its licensors have and retain all right, title and interest, including all intellectual property rights,
in and to the Products (including all No-Charge Products), their “look and feel”, any and all
related or underlying technology, and any modifications or derivative works of the foregoing
created by or for PayMyVAT, including without limitation as they may incorporate Feedback
(“PayMyVAT Technology”). From time to time, you may choose to submit comments,
information, questions, data, ideas, description of processes, or other information to
PayMyVAT, including sharing Your Modifications or in the course of receiving Support and
Maintenance (“Feedback”). PayMyVAT may in connection with any of its products or services
freely use, copy, disclose, license, distribute and exploit any Feedback in any manner without
any obligation, royalty or restriction based on intellectual property rights or otherwise. No
Feedback will be considered your Confidential Information, and nothing in this Agreement
limits PayMyVAT's right to independently use, develop, evaluate, or market products, whether
incorporating Feedback or otherwise.
14) Confidentiality.
Except as otherwise set forth in this Agreement, each party agrees that all code, inventions,
know-how, business, technical and financial information disclosed to such party (“Receiving
Party”) by the disclosing party ("Disclosing Party") constitute the confidential property of
the Disclosing Party ("Confidential Information"), provided that it is identified as
confidential at the time of disclosure. Any PayMyVAT Technology and any performance
information relating to the Products shall be deemed Confidential Information of PayMyVAT
without any marking or further designation. Except as expressly authorized herein, the
Receiving Party will hold in confidence and not use or disclose any Confidential Information.
The Receiving Party's nondisclosure obligation shall not apply to information which the
Receiving Party can document: (i) was rightfully in its possession or known to it prior to receipt
of the Confidential Information; (ii) is or has become public knowledge through no fault of the
Receiving Party; (iii) is rightfully obtained by the Receiving Party from a third party without
breach of any confidentiality obligation; or (iv) is independently developed by employees of the
Receiving Party who had no access to such information. The Receiving Party may also disclose
Confidential Information if so required pursuant to a regulation, law or court order (but only to
the minimum extent required to comply with such regulation or order and with advance notice
to the Disclosing Party). The Receiving Party acknowledges that disclosure of Confidential
Information would cause substantial harm for which damages alone would not be a sufficient
remedy, and therefore that upon any such disclosure by the Receiving Party the Disclosing Party
shall be entitled to appropriate equitable relief in addition to whatever other remedies it might
have at law. For the avoidance of doubt, this Section shall not operate as a separate warranty
with respect to the operation of any Product.
15) Term and Termination
This Agreement is in effect for as long as you have a valid License Term or Subscription Term
(the “Term”), unless sooner terminated as permitted in this Agreement. Either party may
terminate this Agreement before the expiration of the Term if the other party materially
breaches any of the terms of this Agreement and does not cure the breach within thirty (30)
days after written notice of the breach. Either party may also terminate the Agreement before
the expiration of the Term if the other party ceases to operate, declares bankruptcy, or
becomes insolvent or otherwise unable to meet its financial obligations. You may terminate this
Agreement at any time with notice to PayMyVAT, but you will not be entitled to any credits or
refunds as a result of convenience termination for prepaid but unused Software, Hosted
Services subscriptions, or Support and Maintenance. Except where an exclusive remedy may be
specified in this Agreement, the exercise by either party of any remedy, including termination,
will be without prejudice to any other remedies it may have under this Agreement, by law, or
otherwise. Once the Agreement terminates, you (and your Authorized Users) will no longer
have any right to use or access any Products, or any information or materials that we make
available to you under this Agreement, including PayMyVAT Confidential Information. You are
required to delete any of the foregoing from your systems as applicable (including any third
party systems operated on your behalf) and provide written certification to us that you have
done so at our request. The following provisions will survive any termination or expiration of
this Agreement: Sections 7.7.3 (Indemnity for Your Data), 10.3 (Payment), 10.4 (Taxes), 11 (No-
Charge Products) (disclaimers and use restrictions only), 12 (Restrictions), 14 (License
Certifications and Audits), 15 (Ownership and Feedback), 16 (Confidentiality), 17 (Term and
Termination), 18.2 (Warranty Disclaimer), 19 (Limitation of Liability), 24 (Dispute Resolution),
25 (Export Restrictions), and 27 (General Provisions).
16) Warranty and Disclaimer
(16.1) Due Authority
Each party represents and warrants that it has the legal power and authority to enter into this
Agreement, and that, if you are an entity, this Agreement and each Order is entered into by an
employee or agent of such party with all necessary authority to bind such party to the terms
and conditions of this Agreement.
(16.2) Warranty Disclaimer
ALL PRODUCTS ARE PROVIDED “AS IS,” AND PAYMYVAT AND ITS SUPPLIERS EXPRESSLY
DISCLAIM ANY AND ALL WARRANTIES AND REPRESENTATIONS OF ANY KIND, INCLUDING ANY
WARRANTY OF NON-INFRINGEMENT, TITLE, FITNESS FOR A PARTICULAR PURPOSE,
FUNCTIONALITY, OR MERCHANTABILITY, WHETHER EXPRESS, IMPLIED, OR STATUTORY. YOU
MAY HAVE OTHER STATUTORY RIGHTS, BUT THE DURATION OF STATUTORILY REQUIRED
WARRANTIES, IF ANY, SHALL BE LIMITED TO THE SHORTEST PERIOD PERMITTED BY LAW.
PAYMYVAT SHALL NOT BE LIABLE FOR DELAYS, INTERRUPTIONS, SERVICE FAILURES AND OTHER
PROBLEMS INHERENT IN USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS OR
OTHER SYSTEMS OUTSIDE THE REASONABLE CONTROL OF PAYMYVAT. TO THE MAXIMUM
EXTENT PERMITTED BY LAW, NEITHER PAYMYVAT NOR ANY OF ITS THIRD PARTY SUPPLIERS
MAKES ANY REPRESENTATION, WARRANTY OR GUARANTEE AS TO THE RELIABILITY,
TIMELINESS, QUALITY, SUITABILITY, TRUTH, AVAILABILITY, ACCURACY OR COMPLETENESS OF
ANY PRODUCTS OR ANY CONTENT THEREIN OR GENERATED THEREWITH, OR THAT: (A) THE USE
OF ANY PRODUCTS WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE; (B) THE
PRODUCTS WILL OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE,
SYSTEM, OR DATA; (C) THE PRODUCTS (OR ANY PRODUCTS, SERVICES, INFORMATION, OR
OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE PRODUCTS) WILL MEET
YOUR REQUIREMENTS OR EXPECTATIONS); (D) ANY STORED DATA WILL BE ACCURATE OR
RELIABLE OR THAT ANY STORED DATA WILL NOT BE LOST OR CORRUPTED; (E) ERRORS OR
DEFECTS WILL BE CORRECTED; OR (F) THE PRODUCTS (OR ANY SERVER(S) THAT MAKE A
HOSTED SERVICE AVAILABLE) ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
17) Limitation of Liability.
NEITHER PARTY (NOR ITS SUPPLIERS) SHALL BE LIABLE FOR ANY LOSS OF USE, LOST OR
INACCURATE DATA, FAILURE OF SECURITY MECHANISMS, INTERRUPTION OF BUSINESS, COSTS
OF DELAY OR ANY INDIRECT, SPECIAL, INCIDENTAL, RELIANCE OR CONSEQUENTIAL DAMAGES
OF ANY KIND (INCLUDING LOST PROFITS), REGARDLESS OF THE FORM OF ACTION, WHETHER IN
CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, EVEN IF
INFORMED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE. NEITHER PARTY’S
AGGREGATE LIABILITY TO THE OTHER SHALLEXCEED 50% OF THE AMOUNT ACTUALLY PAID BY
YOU TO US FOR PRODUCTS AND SUPPORT AND MAINTENANCE IN THE 12 MONTHS
IMMEDIATELY PRECEDING THE CLAIM. NOTWITHSTANDING ANYTHING ELSE IN THIS
AGREEMENT, OUR AGGREGATE LIABILITY TO YOU IN RESPECT OF NO-CHARGE PRODUCTS SHALL
BE US$20. THIS SECTION 19 (LIMITATION OF LIABILITY) SHALL NOT APPLY TO (1) AMOUNTS
OWED BY YOU UNDER ANY ORDERS, (2) EITHER PARTY’S EXPRESS INDEMNIFICATION
OBLIGATIONS IN THIS AGREEMENT, OR (3) YOUR BREACH OF SECTION 12 (RESTRICTIONS) OR
SECTION 2 (COMBINING THE PRODUCTS WITH OPEN SOURCE SOFTWARE) OF THIRD PARTY
CODE IN PAYMYVAT PRODUCTS). TO THE MAXIMUM EXTENT PERMITTED BY LAW, NO
SUPPLIERS OF ANY THIRD PARTY COMPONENTS INCLUDED IN THE PRODUCTS WILL BE LIABLE
TO YOU FOR ANY DAMAGES WHATSOEVER. The parties agree that the limitations specified in
this Section 19 (Limitation of Liability) will survive and apply even if any limited remedy
specified in this Agreement is found to have failed of its essential purpose.
18) Publicity Rights
We may identify you as an PayMyVAT customer in our promotional materials. You may request
that we stop doing so by submitting an email to sales@PayMyVAT.com at any time. Please
note that it may take us up to 48 hours to process your request.
19) Improving Our Products
We are always striving to improve our Products. In order to do so, we need to measure,
analyze, and aggregate how users interact with our Products, such as usage patterns and
characteristics of our user base. We collect and use analytics data regarding the use of our
Products as described in our Privacy Policy.
20) Dispute Resolution
(20.1) Dispute Resolution; Arbitration
In the event of any controversy or claim arising out of or relating to this Agreement, the parties
hereto shall consult and negotiate with each other and, recognizing their mutual interests,
attempt to reach a solution satisfactory to both parties.
(20.2) The construction, validity and performance of this Agreement shall be governed in all
respects by the laws of India. The parties hereby submit to the non-exclusive jurisdiction of the
Indian Courts at Hyderabad, India only.
(20.3) All disputes arising out of or in connection with this Agreement shall be attempted to be
settled within (30) thirty days following the day of written notification of the dispute by either
Party, through good faith negotiations between the senior management of both the Parties.
(20.4) If the dispute is not so resolved amicably within thirty (30) days of written notification of
the dispute, the Parties shall immediately sign a document marked “without prejudice”,
containing information on what has been agreed and what remains in dispute between them
on the date at which the negotiations failed. Hereafter either Party may initiate arbitration
proceedings in accordance with the provisions of the [Indian] Arbitration and Conciliation Act,
1996.
(20.5) The arbitral tribunal shall be composed of three arbitrators, one arbitrator appointed by
PayMyVAT, a second arbitrator appointed by you and a third arbitrator to be appointed by such
arbitrators.
(20.6) The place of arbitration shall be at Hyderabad, India.
(20.7) The arbitral procedure shall be conducted in the English language and any award or
awards shall be rendered in English. The procedural law of the arbitration shall be Indian law.
(20.8) The award of the arbitral tribunal shall be final, conclusive and binding upon the Parties,
and the provisions of the [Indian] Arbitration and Conciliation Act, 1996 shall apply.
(20.9) The rights and obligations of the Parties under, or pursuant to, this Clause, including the
arbitration agreement in this Clause, shall be governed by and be subject to Indian law, and the
agreement shall be subject to the exclusive jurisdiction of the courts at Hyderabad, India.
(20.10) Injunctive Relief; Enforcement. Notwithstanding the provisions of Section 24.1 (Dispute
Resolution; Arbitration), nothing in this Agreement shall prevent either party from seeking
injunctive relief with respect to a violation of intellectual property rights, confidentiality
obligations or enforcement or recognition of any award or order in any appropriate jurisdiction.
21) Changes to this Agreement
We may update or modify this Agreement from time to time, including any referenced policies
and other documents. If a revision meaningfully reduces your rights, we will use reasonable
efforts to notify you (by, for example, sending an email to the billing or technical contact you
designate in the applicable Order, posting on our blog, through your PayMyVAT account, or in
the Product itself). If we modify the Agreement during your License Term or Subscription Term,
the modified version will be effective upon your next renewal of a License Term, Support and
Maintenance term, or Subscription Term, as applicable. In this case, if you object to the
updated Agreement, as your exclusive remedy, you may choose not to renew, including
cancelling any terms set to auto-renew. With respect to No-Charge Products, accepting the
updated Agreement is required for you to continue using the No-Charge Products. You may be
required to click through the updated Agreement to show your acceptance. If you do not agree
to the updated Agreement after it becomes effective, you will no longer have a right to use No-
Charge Products. For the avoidance of doubt, any Order is subject to the version of the
Agreement in effect at the time of the Order.
22) General Provisions
Any notice under this Agreement must be given in writing. We may provide notice to you via
email or through your account. Our notices to you will be deemed given upon the first business
day after we send it. You may provide notice to us by post to Taxviser Consulting Pvt Ltd, c/o
PayMyVAT, 601, Aditya Trade Centre, Satyam Theatre Rd, Ameerpet, Hyderabad, Telangana
500016, Attn: Managing Director. Your notices to us will be deemed given upon our receipt.
Neither party shall be liable to the other for any delay or failure to perform any obligation
under this Agreement (except for a failure to pay fees) if the delay or failure is due to
unforeseen events which are beyond the reasonable control of such party, such as a strike,
blockade, war, act of terrorism, riot, natural disaster, failure or diminishment of power or
telecommunications or data networks or services, or refusal of a license by a government
agency. You may not assign this Agreement without our prior written consent. We will not
unreasonably withhold our consent if the assignee agrees to be bound by the terms and
conditions of this Agreement. We may assign our rights and obligations under this Agreement
(in whole or in part) without your consent. The Products are commercial computer software.
The Products were developed fully at private expense. All other use is prohibited. This
Agreement is the entire agreement between you and Taxviser Consulting Pvt. Ltd relating to the
Products and supersedes all prior or contemporaneous oral or written communications,
proposals and representations with respect to the Products or any other subject matter
covered by this Agreement. If any provision of this Agreement is held to be void, invalid,
unenforceable or illegal, the other provisions shall continue in full force and effect. This
Agreement may not be modified or amended by you without our written agreement (which
may be withheld in our complete discretion without any requirement to provide any
explanation). As used herein, “including” (and its variants) means “including without limitation”
(and its variants). No failure or delay by the injured party to this Agreement in exercising any
right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or
partial exercise thereof preclude any other or further exercise thereof or the exercise of any
right, power or privilege hereunder at law or equity. The parties are independent contractors.
This Agreement shall not be construed as constituting either party as a partner of the other or
to create any other form of legal association that would give on party the express or implied
right, power or authority to create any duty or obligation of the other party.
Annexure 1
PayMyVAT shall be providing the below features in the Application:
| Scope of the application |
| S.No. |
Requirement |
Detail |
| 1. |
VAT Data Post, Reconcile & Returns |
Generation of VAT Regular &,
Amendment Data: Inward &
Outward Tax Invoice Data Post
▪ Ledgers, Liability & ITC
▪ VAT Returns for UAE and KSA
▪ Validation of master data with HSN
code – Subject to availability from
the government |
| 2. |
Dash Board - Standard |
Standard Dashboards with
sales/purchase/reconciliation
information
▪ Compliance updates across
locations, sub organizations and
organization |
| 3. |
VAT reports
and role
management |
Reports and Registers with
Advanced Search
▪ Authorization (Maker/Checker) for
confirmation of returns.
▪ Role based Authorization for
confirmation of various returns
▪ Ability to view multiple TRN
Registrations in single ID based on
the authorization |
| 4. |
Data transformation |
Supports multiple file upload formats (.xls, .csv) |
| 5. |
VAT Data Post, Reconcile & Returns |
VAT return – auto population |