Slate Lagao, Business Badhao
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This Terms of Use (“Contract”) is entered into between you (the “User”, “You” or “Your” or variations of such terms) and Rype Fintech Private Limited (“Slate”, “We“, “Us“, “Our” or variations of such terms).
1. This Contract.
1.1. Binding Contract. When You use Our Services (described below), You agree to all of the terms stated in this Contract. You agree that by clicking “Join Now”, “Sign Up” or similar language, registering, accessing or using Our Services, You are agreeing to enter into a legally binding contract with Slate (in your individual capacity or as a representative of an entity / juridical person, if You are using our Services on behalf of such entity/ juridical person). If You do not agree to this Contract, do not click “Join Now” (or similar) and do not access or otherwise use any of Our Services.
1.2. Other contract documents. Your use of Our Services, and our facilitation of Third Party Services for You, is subject to this Contract, the Privacy Policy, (which covers how We collect, use, process, disclose, share, protect and store Your information) and other terms, conditions, contracts, agreements, policies or guidelines applicable to one or more of the Services and/or Website (collectively the “Contract Documents”).
1.3. Services. User may have access to the following services by registering on https://slate.ac/ (“Website”), and to such other services offered by Slate from time to time under this Contract and as available on the Website (“Services”):
1.3.1 Day-to-day book-keeping/accounting;
1.3.2 Audit (through third party);
1.3.3 Payments/Receipts;
1.3.4 Invoicing;
1.3.5 Management reporting;
1.3.6 Payables/Receivables tracking;
1.3.7 Payment approvals workflow;
1.3.8 Vendor/customer notifications and reconciliation of payments;
1.3.9 Banking – opening bank accounts etc.;
1.3.10 Applying for loans/credit cards;
1.3.11 Legal and secretarial compliances;
1.3.12 Tax payments and filings;
1.3.13 Payroll services.
Services may also include facilitation of third-party services by Us through the Website. “Third Party Service” includes without limitation filings for Goods and Services Tax, Tax Deducted at Source, Provident Fund, Professional Tax, audit services, etc.
1.4. Competence to Contract. You confirm and agree that You are competent to enter into this Contract and that You are of Minimum Age. “Minimum Age” means 18 years or the minimum age required under applicable law to enter into binding contracts. You agree to inform Us about any subsequent disability to enter into any contract with Us. Subsequent disability shall entitle Us to restrict/change/terminate this Contract at Our sole discretion
1.5. Change. We may modify this Contract and other Contract Documents from time to time. We will notify You of the changes through our Services or by other means. We may also (but not in every case) give You an opportunity to view the changes before they become effective. You must visit the Website from time to time to keep Yourself updated of changes to the Contract Documents. Your continued use of Our Services after We publish or send a notice about Our changes to the terms of the Contract Documents signifies Your deemed consent to the updated terms of the Contract Documents.
1.6. Personal information. You agree that any personal information provided by You, as part of the Services, may be collected, used, stored, processed and maintained by Us according to Our Privacy Policy and other Contract Documents. Your use of the Service/ Third Party Service indicates your acceptance to the terms of Our Privacy Policy. For information about Our data protection practices, please read Our Privacy Policy on our Website. The Privacy Policy explains how We treat Your personal information, and protect Your privacy, when You use the Services/ Third Party Services.
2. Obligations.
2.1. Your Account. You agree to not share Your account or account details with anyone else and to comply with the Contract Documents. You agree to: (i) try to choose a strong and secure password; (ii) keep Your password secure and confidential; (iii) You are responsible for anything that happens through Your account unless You close it or report misuse immediately and Our investigations establish that You were not responsible for the misuse. You agree to inform Us immediately of any unauthorised use of Your user account by email to dpo@slate.ac or by calling us on numbers listed on Our Website. We are not responsible for any loss or damage to You or to any third party incurred as a result of any unauthorised access and/ or use of Your user account or otherwise. You are responsible for maintaining confidentiality of your username, password and other sensitive information. You are responsible for all activities that occur in Your user account and You agree to provide accurate and correct information to Us for the purpose of the Services. The Services may be provided as a pay-per-use model, a subscription model or a combination of both or any other manner, as specified in the terms of the Service(s) on the Website.
2.2. Subscription Terms. We offer a range of subscription plans for our Services (“Plan”). Each Plan shall depend on the size of Your organisation. You will be required to select a Plan as a part of registration to avail the Services. Subscription period for a Plan will be based on subscription period chosen by You (annual, bi-annual, quarterly, monthly). Please review all of the details of the subscription that you purchase before You subscribe to any Service on the Website. We may change the price of any Service or charge for use of Service that are currently free of charge. Any increase in charges will not apply until the expiry of Your then current billing cycle. You will not be charged for using any Service unless You have opted for a paid subscription plan. You can access the pricing information on our Website.
2.3. Payment. You will honour Your payment obligations and You agree to Our storing Your payment information. You understand that there may be taxes that are added to Our fees. If You buy any of our paid Services, You agree to pay Us the applicable fees and taxes and to additional terms specific to the paid Services. Failure to pay these fees and taxes will result in the termination of Your paid Services. We reserve our right to change the fees for the Services at any time or impose additional fees or charges. Price changes will take effect at the start of the next subscription period following the date of the price change. Subject to applicable law, you accept the new price by continuing to access the Service after the price change takes effect. Also, You agree that:
2.3.1. The subscription fee for membership will be billed to you, and Your subscription will be made available to you only upon payment being charged to Your account/ card/ payment instrument.
2.3.2. Upgrade and downgrade. If you downgrade your Plan, you will be charged the new rate beginning with your next billing cycle. Downgrading your Plan may cause the loss of account content, features, or capacity and we do not accept any liability for such loss. If you upgrade your Plan, you will be charged on pro-rated amount reflecting the increased rate during the current billing cycle and you will be charged the full amount of the new rate beginning with your next billing cycle.
2.3.3. If You purchase a subscription, Your payment method automatically will be charged at the start of each subscription period for the fees and taxes applicable to that period. To avoid future charges, cancel before the renewal date. If you do not wish to renew the subscription, You must inform us at least 7 (seven) days prior to the renewal date. If You have not informed us that You do not wish to renew the subscription, You will be presumed to have authorised Us to charge the subscription fee as per the payment method authorised by you or last used by You.
2.3.4. If Your payment and registration information is not accurate, current, and complete and you do not notify us promptly when such information changes, we may suspend or terminate your account and refuse any use of the Services.
2.3.5. If You do not notify Us of updates to Your payment method (e.g., credit card expiration date), to avoid interruption of your Service, we may participate in programs supported by your card provider (e.g., updater services, recurring billing programs, etc.) to try to update Your payment information, and you authorize us to continue billing your account with the updated information that we obtain.
2.3.6. We may store and continue billing Your payment method (e.g. credit card), to avoid interruptions in Your Services and to use to pay other Services You may buy.
2.3.7. Slate has a no-refund policy for its Services. No refund will be given for any payments made towards Services. However, in the event You have availed of any annual subscription for any service, you will be entitled to cancel the subscription by writing to us at [insert email id] and we will refund the pro rata subscription fee for the unexpired subscription period.
2.3.8. We may calculate taxes payable by You based on the billing information that You provide us at the time of purchase. You can get a copy of Your invoice through Your account settings.
2.4. Notices and Service Messages. You agree to Us providing notices to You through our Website, and to contact information as provided by You. If the contact information You provide is not updated, You may miss out on important notices. You agree to keep Your contact information up to date. Please review Your settings to control and limit the messages You receive from Us.
Restrictions on Use. In addition to all other terms and conditions of this Agreement, You shall not:
(i) transfer the Services or otherwise make it available to any third party;
(ii) provide any product or service based on the Services without Our prior approval;
(iii) incorporate /use third party links to third party sites or use their logo, etc., without their prior approval;
(iv) use the Services in any manner that could damage, disable, overburden, impair or harm any server, network, computer system, resource of Slate;
(v) copy or print any of the content, whether licensed by us or otherwise, unless and to the extent it is limited to usage for the intended purposes and You shall not commercially exploit the same;
(vi) reproduce, download, modify, translate, add to, distribute, transmit, publish, perform, display, disclose, archive, upload, broadcast or sell, sublicense, index or exploit any part of the Website or the content thereon in any medium, either directly or through the use of any device, software, internet site, webbased service or other means, without Our prior express written permission;
(vii) remove, alter, bypass, avoid, interfere with or circumvent any copyright, trademark or other proprietary notices marked on the content or any digital rights management mechanism, device or other content protection measures either directly or through other means;
(viii) mirror, frame, screen scrape or deep link to any aspect of the Website or access any Content through technology or means other than those provided or authorized by us;
(ix) access the Website via any automated system, including, without limitation, by “robots,” “spiders,” “offline readers,” etc., or take any action that imposes, or may impose (as determined in our sole discretion), an unreasonable or disproportionately large load on Our infrastructure;
(x) knowingly or recklessly upload invalid data or introduce viruses, worms, Trojan horses or other malware or software agents, whether harmful or not, to the Website, or tamper with, impair, damage, attack, exploit or penetrate Our system or network, or otherwise attempt to interfere with or compromise the system integrity or Our security or any connected networks, or take any action to impact the proper operation of the Website and any person’s or entity’s use or enjoyment thereof;
(xi) bypass the measures we may use to prevent or restrict access to or use of the Website, including by hacking into secured or non-public areas of the Website, circumventing any geo-blocking mechanisms or otherwise;
(xii) use the Website to collect any personally identifiable information, including account names and e-mail addresses, or use the Website for any commercial solicitation purposes, without our prior express written permission; or
(xiii) attempt to reverse engineer any aspect of the Website or attempt to derive the source code (including the tools, methods, processes and infrastructure) that enables or underlies the Website, create any derivative works or materials of any kind using the content, whether or not you intend to give away the derivative materials free of charge, or otherwise build a business utilizing any aspect of the Website.
3. Services, Content.
3.1. Service Availability. We may change, suspend or discontinue any Service, or change and modify prices prospectively in Our discretion. To the extent allowed under law, these changes may be effective upon notice provided to You.
3.2. Third Party Services, Content and Sites.
3.2.1. Third parties may offer their own products, content and services through Our Services, and We are not responsible for Third-Party Services and third-party products and content in any manner. By using the Services, You may encounter content or information that might be inaccurate, incomplete, delayed, misleading, illegal, offensive or otherwise harmful. We cannot always prevent the misuse of Our Services, and You agree that We are not responsible for any such misuse. You are responsible for deciding if You want to access or use Third-Party sites that link from Our Services. If You allow a Third-Party site to authenticate You or connect with Your account on Our Services, that site can access information on Our Services related to You and Your activities. Third Party sites have their own legal terms and privacy policies, and You may be giving others permission to use Your information in ways We would not. Except to the limited extent it may be required by applicable law, Slate is not responsible for these other sites and You hereby acknowledge to use these at Your own risk.
3.2.2. We are not qualified to provide legal, or any kind of regulatory advice. If you avail of Third-Party Services (including filing of statutory returns (including tax returns), audit services etc.), we are not responsible for the same in any way and provide no guarantee or warranty pertaining to such services (including on the correctness of any return/ filing). You are required to review Your returns/ filings for ensuring correctness. You will not hold Us responsible for any issue that arises from incorrect returns/ filings. All ThirdParty Service providers are independent contractors and will be completely liable for the services that they render to You. While we will facilitate and assist you in obtaining/ receiving Third Party Services, we do not undertake any responsibility or provide any warranty, guarantee or assurance for Third Party Services or their providers. You agree to carry out your own review of the Third-Party Services for ensuring correctness/ accuracy and apply your own judgment thereon. We may stop (permanently or temporarily) assisting and facilitating the provision of Third-Party Services to You or to users generally at Our sole discretion.
3.2.3. When you avail of Third-Party Services, the terms of such services may be governed by contracts between you and the provider of such services.
3.3. In order to prepare Your tax return, to file Your tax return, to provide advice about tax matters, and/or to provide an audit related service, You will need to provide information about Your income, deductions, credits, dependents, etc. You agree that any information You give Us or the Third-Party Service providers will always be accurate, correct and up to date.
3.4. When We facilitate payments to vendors/ payees through the Services, such payments are processed via the Website’s banking interfaces which are validated and authorised by Our bank partners. For payments on or through the Website, We rely on the payment details provided by You. We will not be held responsible if any wrong account gets credited due to Your faulty input. Therefore, We recommend that You permit Slate to verify bank account number and the account holder name of the vendor/payee, through Our verification system on the Website, before making the payment. However, please note that such verification is conducted by the banks/ financial institutions and We are not responsible for acts/ omissions of the banks/ financial institutions.
3.5. Limits. We have the right to limit how You connect and interact on Our Service. Slate reserves the right to limit Your use of the Services. We reserve the right to restrict, suspend, or terminate Your account if We believe that You may be in breach of this Contract or applicable law or are misusing the Services.
3.6. Our Intellectual Property Rights. The Services and Website are owned and operated by Us. The visual interfaces, graphics, design, compilation, information, computer code (including source code and object code), products, software, services, and all other elements of the Services and the Website (“Materials”) are protected by Indian laws, international conventions and other intellectual property and proprietary rights and applicable laws. As between You and Us, all Materials, trademarks, service marks, logos, brand names and trade names and other intellectual property rights contained with respect to the Website and Services and the content provided through the Services and Website are the property of Slate and/or third party licensors or suppliers. You agree not to remove, obscure, or alter Our or any third party’s copyright, patent, trademark, or other proprietary right notices affixed to or contained within or accessed in conjunction with or through the Services. You agree not to copy, modify, transmit, publish, edit, adapt, create derivative works from, or otherwise make unauthorized use of the Materials. We reserve all rights not expressly granted in the Contract Documents.
4. Disclaimer and Limit of Liability
4.1. Disclaimer.
4.1.1. TO THE EXTENT ALLOWED UNDER LAW, SLATE, ITS AFFILIATES (AND THOSE THAT SLATE WORKS WITH TO PROVIDE THE SERVICES) AND ITS SUPPLIERS:
(A) DISCLAIM ALL EXPRESS AND IMPLIED WARRANTIES AND REPRESENTATIONS (E.G. WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY OF DATA, AND NONINFRINGEMENT) REGARDING THE SERVICES;
(B) DO NOT GUARANTEE THAT THE SERVICES WILL FUNCTION WITHOUT INTERRUPTION OR WILL BE TIMELY PROVIDED OR ARE FREE FROM ERRORS, OR ARE SECURE;
(C) PROVIDE THE SERVICE (INCLUDING CONTENT AND INFORMATION) ON AN “AS IS” AND “AS AVAILABLE” BASIS;
(D) DO NOT REPRESENT OR WARRANT THAT YOUR USE OF SERVICES WILL MEET YOUR REQUIREMENTS; AND
(E) DO NOT REPRESENT THAT ANY INFORMATION OBTAINED BY YOU AS A RESULT OF YOUR USE OF THE SERVICES WILL BE ACCURATE OR RELIABLE.
4.1.2. YOU ASSUME FULL RESPONSIBILITY FOR THE USE OF THE SERVICES TO ACHIEVE YOUR INTENDED PURPOSES. YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK.
4.1.3. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM US OR THROUGH OR FROM THE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN.
4.1.4. ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS DONE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR OTHER DEVICE OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL.
4.1.5. SLATE PROVIDES NO GUARANTEE THAT THERE WILL BE NO PENALTIES, CHARGES, TAX, INTEREST, DUTIES OR OTHER LEVIES
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(WHETHER STATUTORY OR OTHERWISE) WITH REGARD TO THE SERVICES PROVIDED ON THE WEBSITE BY US OR THIRD-PARTY SERVICE PROVIDERS.
4.1.6. THE SERVICES PROVIDED BY US OR THIRD PARTY SERVICES SHALL BE BASED ON ACCURACY AND CORRECTNESS OF INFORMATION PROVIDED BY YOU. YOU ARE REQUIRED TO REVIEW AND UPDATE THE INFORMATION PROVIDED BY YOU ON THE WEBSITE AND WE SHALL NOT BE RESPONSIBLE FOR ANY ISSUE THAT ARISES FROM INACCURATE AND INCORRECT INFORMATION PROVIDED BY YOU.
4.2. Limitation of Liability.
4.2.1. Slate and its affiliates (and those that Slate works with to provide the Services) shall not be liable to You or others for any direct, indirect, incidental, special, consequential or punitive damages, which may be incurred by You, however caused and under any theory of liability. This shall include but not be limited to:
a. any loss of data, opportunities, reputation, profits or revenues, related to the Services (e.g. offensive or defamatory statements, down time or loss, use of, or changes to, Your information or content);
b. any loss or damage which may be incurred by You, as a result of:
i. any reliance placed by You on the completeness, accuracy or existence of any advertising, or as a result of any relationship or transaction between You and any advertiser or sponsor whose advertising appears on the Services;
ii. Your availing of Third-Party Services;
iii. any changes which We may make to the Services, or for any permanent or temporary cessation in the provision of the Services (or any features within the services);
iv. the deletion of, corruption of, or failure to store, any content and other communications data maintained or transmitted by or through Your use of the Services;
v. Your failure to provide Us with accurate account information;
vi. Your failure to keep Your password or account details secure and confidential.
4.2.2. Slate will have no liability related to user content and/or third party content arising under intellectual property rights, libel, privacy, publicity, obscenity or other laws, and Slate disclaims all liability with respect to the misuse, loss, modification or unavailability of any user content and/or third party content.
4.2.3. In no event shall Our entire liability (and of those that Slate works with to provide the Services) to You in respect of any Service, whether direct or indirect, exceed the fees paid by You towards such Service.
4.2.4. This limitation of liability is part of the basis of the bargain between You and Slate and shall apply to all claims of liability (e.g. warranty, tort, negligence, contract, law) and even if Slate or its affiliates has been told of the possibility of any such damage, and even if these remedies fail their essential purpose.
5. Indemnification.
You agree to indemnify, defend and hold harmless Slate, its directors, officers, employees, and affiliates (herein after individually and collectively referred to as “indemnified parties“) from and against any and all losses, damages, fines, costs and expenses (including legal and other statutory fees and disbursements in connection therewith and interest chargeable thereon) arising out of or relating to any claims that result from Your use of Services (i) in violation of another party’s rights, including any intellectual property rights, or (ii) in violation of any law, or (iii) in violation of any provisions of the Contract Documents, except as authorised by Us. You agree to indemnify, defend and hold the indemnified parties from all claims by Third Party Service providers in connection with any Third-Party Services you may avail.
6. Termination.
This Contract will remain in full force and effect while You use Our Services or for the subscription period, as applicable. Either party can end this Contract anytime it wants. In the event You terminate this Contract, You will lose the right to access or use the Services, and shall not be entitled to a refund for any payments made towards Services. We may terminate Your access to all or any part of the Services/ Website at any time, with or without cause, with or without notice, effective immediately. We reserve the right to change the Service or delete features at any time and for any reason and to cancel or suspend Your Service at any time. In case of service cancellation, Your right to use the Service stops right away. Once the Service is cancelled or suspended, any data You may have stored on the Service may not be retrieved later. All provisions of the Contract Documents which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.
Suspension. We have the right to suspend You account or temporarily disable Your access to whole or part of any Service in case of any suspected illegal activity, breach of usage terms, extended periods of inactivity or requests by law enforcement or other government agencies.
7. Governing Law and Jurisdiction.
This Contract and all transactions entered into on or through Our Service and the relationship between You and Slate shall be governed in accordance with the laws of India without reference to its conflict of laws principles. Subject to the arbitration agreement below, You agree that all claims, differences and disputes arising under or in connection with or in relation to the Services, this Contract, Contract Documents or any transactions entered between parties to this Contract or the relationship between You and Slate shall be subject to the exclusive jurisdiction of the courts at Mumbai, Maharashtra and You hereby accede to and accept the jurisdiction of such courts. Each party agrees that a judgment in any such action or proceeding may be enforced in other jurisdictions by suit on the judgment or in any manner provided by law.
8. Arbitration.
Any dispute or claim arising out of or in connection herewith, or the breach, termination or invalidity thereof, shall be settled by arbitration in accordance with the provisions of procedure of the Indian Arbitration & Conciliation Act, 1996, including any amendments thereof. The arbitration tribunal shall be composed of a sole arbitrator, and such arbitrator shall be appointed mutually by the Parties. The place of arbitration shall be Mumbai, India and the arbitration proceedings shall take place in the English language.
9. General Terms.
9.1. Notice. All notices with respect to this Contract will be served to You by email or by general notification through the Service. You agree that the only way to provide Us legal notice is at the addresses provided in this Contract. Any notice provided to Slate pursuant to this Contract should be sent to Grievance Officer at dpo@slate.ac.
9.2. Assignment. You cannot assign or otherwise transfer this Contract, or any rights granted hereunder or any obligations, to any third party and any such assignment or transfer or purported assignment or transfer shall be void ab initio. Slate’s rights and/or obligations under this Contract are freely assignable or otherwise transferable by Us to any third parties without the requirement of seeking Your prior consent. We may inform You of such assignment or transfer in accordance with the notice requirements under this Contract. We shall have right to transfer Your account and account information to a third party who purchases Our business as conducted under the Service.
9.3. Severability. Should any provision of this Contract be held invalid or unenforceable for any reason or to any extent, such invalidity or enforceability shall not in any manner affect or render invalid or unenforceable the remaining provisions of this Contract, and the application of that provision shall be enforced to the extent permitted by law.
9.4. Waiver. Any failure or delay by a party to enforce or exercise any provision of this Contract, or any related right, shall not constitute a waiver by such party of that provision or right. The exercise of one or more of a party’s rights hereunder shall not be a waiver of, or preclude the exercise of, any rights or remedies available to such party under this Contract or in law or at equity. Any waiver by a party shall only be made in writing and executed by a duly authorized officer of such party.
9.5. Principal to Principal Relationship. You and Slate are independent contractors, and nothing in this Contract will be construed to create a partnership, joint venture, association of persons, agency (disclosed or undisclosed), franchise, sales representative, or employment relationship between You and Us
9.6. The Grievance office is Gaurav Saraf and can be contacted at dpo@slate.ac. This contract was last updated on 1-January-2020.
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