Taxner: End User Licence Agreement
Before you install or use Taxner solution, please read the agreement carefully.
To use, download, copy, access or install the software, you have to click on “I Agree” button. By doing so you acknowledge that you have read all the Terms and Conditions, you understood everything and you are bound by these terms on your and of your organization’s behalf.
In case you if do not agree to the terms and conditions you are free to click on “Not Agree” button. Thus you will not be able to use, access or install the software in any way and you can delete the software.
This is an End-Use License Agreement (EULA). It is a legal agreement between Taxner Digital Solutions Pvt. Ltd., and The End User of the Software (Customer) who acquires the software or the person or entity/entities who have installed the software.
At Taxner we own, develop, implement and provide Goods and Services Tax (GST) software solutions to our customers. In our agreement, both Licensor and End User together are called “Parties” and an individual is called “Party”.
Following Covenants and Conditions are Agreed Between The Parties:
1. The Services by Taxner
The services provided by us (licensor) to the customer (licensee) are subjected to the terms and conditions.
2. License and Its Conditions
- Taxner holds all the rights over the license. Customer (end user) is liable to acknowledge and agrees to use the so ftware according to the provisions set in this EULA.
- We (Licensor) holds all the rights to change any terms and conditions at our discretion.
- We are not liable to provide (unless agreed in writing) any support services including software update, bug-fix, upgrade or any other services related to the software.
3. Different Uses of The Taxner
Unless and until it is permitted by the law, the customer / end-users are not allowed to:
- Merge Taxner with other software.
- Rebuilt or copy the Taxner solution.
- Make changes in the software or modified it.
- Translate, vary or modify the Taxner solution.
- Retrieve or derive the source code of the software.
- Make the software available, disclose, provide or demonstrate the Taxner solution to any third party outside the agreement.
- To sell or distribute, commercially exploit the Taxner solution in any way.
- To give any kind of services or training to the third party through Taxner solution.
3.1. The End-users of the Taxner solutions are obligated to perform the following tasks:
- The end-user must provide the details of the user of the software in a particular interval of time to the licensor.
- The customer should provide the information to us about the person who is controlling, accessing, using and supervising Taxner Solution.
- To take proper security measure against unauthorized use, access and disclosure of Taxner.
Note: The usage policy of Taxner can be changed any time without any prior notice to the end-users on our discretion.
4. Terms and Conditions for Payment
- The end-users will receive the invoices in electronic form such as soft copy via mail.
- The customers also agree to all the commercial terms used in terms and conditions.
- The Fee applicable to a billing cycle will be paid in advance at the beginning of the Billing Cycle. Advance fees once paid will not be refunded.
- All payment due under this EULA are exclusive of all the applicable taxes that may be levied by the Government from time to time, which shall be paid by the End User to the Licensor in addition at the rate and in the manner prescribed by applicable law;
- The payment that an end-user pay under this EULA is different from all other taxes imposed by Govt. Of India at regular interval of time. Payment by the end-user shall be made to Taxner according to the rate, method, and law.
- If the customer is asked by the local law to withhold any tax on the amount payable to Taxner than the tax must be withheld and the remaining amount must be remitted. In such condition, a customer is liable to provide the relevant Tax Certificate to Taxner. In the absence of tax certificate, the amount equal to the tax withheld shall be paid to Licensor (Taxner).
5. Confidentiality of The Information
- Each Party and its subcontractors, affiliates and agents may have access to the Confidential Information. Parties agree that whether or not the Confidential Information has been designated as “confidential”, the same shall be deemed to be confidential in nature and shall hereinafter be referred to as “Confidential Information”. Each Party shall not at any time now or in future either directly or indirectly, disclose, publish, or use the Confidential Information without other Party's prior written consent; provided however, that each Party may use and disclose Confidential Information to its Affiliates, employees, agents or advisors, who need to know such Confidential Information to the extent necessary for the purpose of performing its obligations hereunder. Each Party shall use high standard of care and discretion to avoid disclosure of the Confidential Information.
- All parties are compelled by the law to disclose the confidential information than one must provide the same to other with prior written notice.
- On the expiration of the agreement between Taxner and customer, both the parties must provide all the confidential information to each other. If the handling of information is not possible then they must destroy the confidential information and give a certificate as a proof.
- This clause shall survive the expiration or termination of this agreement for a period of one year.
The obligations of confidentiality shall not apply to parties for:
- Disclosure of Confidential Information that is or becomes generally available to the public other than as a result of disclosure by or at the direction of a Party or any of its Representatives in violation of this Agreement;
- disclosure by Parties to its representatives provided such Representatives are bound by similar confidentiality obligations; or
- disclosure, after giving prior notice to the other Parties to the extent practicable under the circumstances and subject to any practicable arrangements to protect confidentiality, to the extent required under the rules of any stock exchange or by Applicable Laws or government regulations or generally accepted accounting principles applicable to any Party or judicial or regulatory process or in connection with any judicial process, regarding any legal action, suit or proceeding, arising out of or relating to this Agreement.
- If either Party or any of the Parties' employees, affiliates, sub-contractors, vendors, and agents is compelled under due process of law or by any governmental or semi/quasi-governmental authority to disclose any Confidential Information, each Party shall provide other Party with prompt prior written notice of such requirement, to enable other Party to the extent possible, to seek an appropriate remedy against such disclosure.
- Each Party shall, immediately upon the termination or expiration of this agreement, either returns to other Party all Confidential Information and all copies thereof held by it or if so directed by other Party in writing, destroy the same and provide a certificate certifying that same is destroyed.
- The Parties shall keep the information on the consideration and other terms and conditions of this agreement as confidential, except to the extent required to be disclosed to its accountants, auditors, attorneys or regulators as required by Applicable Law. Any public statement concerning this agreement or the relationship between the Parties shall require the prior written approval of Licensor.
- The Confidential information for the purpose of this Agreements means all information that are either delivered by Parties during the course of performing its obligations under this Agreement or such information, which Parties come across during performing its obligations under this Agreement.
- This clause shall survive the expiration or termination of this agreement for a period of one year.
- All the parties are incorporated under the applicable laws of India.
- Each party performs and deliver according to the duties mentioned in this agreement. Each party is given the power to perform their tasks according to this agreement.
- Each party is bound by this agreement and work according to the mentioned terms and conditions in this agreement.
- The execution, delivery and performance of this agreement by each Party and the transactions contemplated hereby will not (i)violate any provision of the organizational or governance documents of each Party, (ii) violate or conflict with any agreement that the warranting Party may have with any person; (iii) conflict with or result in any material breach or violation of any of the terms and conditions of, or constitute (or with notice or lapse of time or both constitute) a default under, any instrument, agreement or other agreement to which each Party is a Party or by which such Party is bound, (iv) violate any order, injunction, judgment or decree against, or binding upon, each Party or upon its respective securities, properties or businesses, or (v) violate any applicable law.
- Assuming the due authorization, execution and delivery hereof by the other party, this agreement constitutes a legal, valid and binding obligation on each Party to this agreement, which is enforceable against each Party in accordance with its terms and conditions.
- The express undertakings and warranties given by the Licensor in this EULA are in lieu of all other warranties, conditions, terms, undertakings and obligations, whether express or implied by statute, common law, custom, trade usage, course of dealing or in any other way, including any implied warranty of merchantability, satisfactory quality, fitness for any particular purpose. All of these are excluded to the fullest extent permitted by applicable law. Without limiting the scope of the preceding sentences, the Licensor gives no warranty or guarantee that the Software will meet the End User’s requirements, that the use of the Software will be un-interrupted, or that any errors and/or defects in the Software can or will be corrected.
7. Protection Against Loss
- End User shall at its own expense, defend, indemnify and hold harmless(“Indemnifying Party”) Licensor and each of its Affiliates, officers, directors, employees, representatives, successors and permitted assigns(individually and collectively the “Indemnified Parties”),from and against all Losses, claims, costs and expenses and liabilities suffered by the Indemnified Parties arising directly on account of any wrongful actions of the indemnifying Party or the irrespective employees, agents and representatives or out of breach of this agreement; violation of any Applicable Law; negligence, wilful misconduct, or wrongful act or omissions in connection with the services; or any third party's allegation that any intellectual property or products provided by the Indemnifying Party and used in relation to the services infringe or misappropriate any copyright, patent, trade Secret, trademark, trade name or other proprietary rights of such third party.
- End User shall indemnify the Licensor from and against any and all losses, damages, claims, demands, liabilities, costs, and expenses of any nature whatsoever that may be asserted against or suffered by the Licensor and which relate to: (a) any breach by the customer and/or other Third Party engaged by the customer, of its obligations under any applicable law(s), statutory instructions, notifications, guidelines as may be issued by the Government due to which Licensor may be held responsible for any liability; (b) any Third Party claim which may arise against the Licensor in relation to Third Party Agreement (c) any use by the Customer of the Software in a manner which infringes or violates the Intellectual Property, rights, claims, disputes, liability of licensor.
- This clause shall survive for 1 year after the expiry or earlier termination of this agreement.
8. Liability and Its Limitation
The cumulative maximum liability of the Licensor to the Customer under or in connection with this AGREEMENT, irrespective of the basis of the claim (whether in contract, tort, negligence, by statute or otherwise), including the work, deliverables or Services covered by this Agreement, shall be the payment of direct damages only which shall be limited in accordance with the provisions of this Clause. In no event, the cumulative liability of the Licensor in respect of any and all claims made under or in connection with this AGREEMENT shall not exceed an amount that is equal to license fees received under this agreement.
- Acknowledgements. The End User acknowledges and agrees that software in general is not error-free and agrees that the existence of any errors in the Software shall not constitute a breach of this EULA by the Licensor.
- Customer or the end-users are recommended to properly check the software and perform appropriate virus scanning before installing the software. • Notwithstanding anything contained in this Agreement, it is hereby clearly understood by the Parties that Licensor shall have no responsibility or liability in relation to failure of any activity, if such activity may have initiated by Third Party or by the Customer/Taxpayer itself, and that has failed or delayed on account of the process of authentication and acceptance of Taxpayer/s Data by GST System or otherwise, including but not limited to, failure or delay as a result of, network or connectivity failure, device or application failure, GST’s System’s failure, possible down time at GST System’s end or any other technical or non-technical error of any nature, whether foreseen or unforeseen at the time of entering into this Agreement.
- In case if the end user of the software requires the support or maintenance from the licensor then the licensee must notify licensor in advance in written. After that both the parties can enter into a support agreement.
10. Termination of Terms
- This agreement come into the effect from the date of the acceptance by Licensor and Licensee. It will remain valid for 3 years. If any party wants to extend the period of termination then one has to provide the consent in the written.
- Licensor holds all the right to terminate this agreement if the licensee is failed to meet the obligation to make payment as per agreed terms.
- Licensor may forthwith terminate the contract if the Customer shall have a receiver or administrative receiver appointed of it or over any part of its undertaking or assets or shall pass a resolution for winding up (otherwise than for a purpose of bonafide scheme of solvent amalgamation or reconstruction) or a court of competent jurisdiction shall make an order to that effect or if the Customer becomes subject to an administration order or shall enter into any voluntary arrangement with its creditors or shall cease or threaten to cease to carry on its business.
- Consequences of termination. In the event of any termination of this EULA for any reason:
- any licence granted by the Licensor under this EULA shall automatically terminate without further notice, and the End User shall make no further use of, or carry out any other activity in relation to, the Software; and
- any instalments of the Licence Fee due to be paid after the date of termination shall forthwith become due and payable by the End User, and the Licensor shall be under no obligation to reimburse the whole or any part of the Licence Fee.
- Suspension due to non-compliance with Agreement:
- Notwithstanding other legal remedies that may be available to, Licensor may in its sole discretion limit Customer activity by immediately removing Customer access either temporarily or indefinitely or suspend or terminate Customer membership, and/or refuse to provide Customer with access to the Site:
- If the Customer is in breach any of the terms and conditions of this Agreement and/or the Terms and conditions of usage of Licensor;
- If the Customer has provided wrong, inaccurate, incomplete or incorrect information;
- If any of Customer’s actions may cause any harm, damage or loss to the other Customers, users or Licensor.
- Illegal and/or unauthorized use of the Service.
11. Legal Compliance
- Each Party while discharging its obligations under this agreement shall comply with applicable laws and guidelines framed by the Government of India or the appropriate State Government or any other statutory authority from time to time.
- Licensor hereby confirms that it has obtained necessary approval/s, permission from statutory authorities, in respect of their scope of Services to be provided under this agreement.
12. Dispute Resolution
- If any dispute or difference of any kind whatsoever shall arise between the Parties in connection with or arising out of this Agreement (whether before or after the termination or breach of this Agreement) the concerned representatives of the Parties shall promptly and in good faith negotiate with a view to an amicable resolution and settlement of the dispute.
- In the event, no amicable resolution or settlement is reached within a period of thirty (30) days, such dispute or difference shall be referred to a sole arbitrator mutually appointed by the Parties or, upon the failure of the Parties to agree upon a sole arbitrator, within a period of ten (10) days, each Party shall appoint one arbitrator each and the two appointed arbitrators shall appoint the third arbitrator who shall act as the presiding arbitrator. Arbitration shall be conducted in accordance with the provisions of the Indian Arbitration and Conciliation Act, 1996 and any amendments thereof. The arbitration proceedings shall be held at Jaipur.
- The existence of any dispute or difference or the initiation or continuance of the arbitration proceedings shall not postpone or delay the performance by the Parties of their respective obligations pursuant to this Agreement. It is agreed that the arbitrators shall also determine and make an award as to the costs of the arbitration proceedings. Notwithstanding anything contained herein, the Parties shall have a right to institute legal proceedings to prevent any continuing breach of the provisions of this Agreement to seek an injunctive or any other specific relief.
13. Governing Law
Subject to the above clause, the Courts of Jaipur, Rajasthan shall have the exclusive authority to adjudicate upon any or all disputes arising out of or in connection with this Agreement. This Agreement and the rights and obligations thereunder shall be governed by and construed in accordance with the laws of the Republic of India, without regard to its conflict of law principles.
14. General Terms
- The terms and conditions can only be changed only in written by the dual parties.
- If any of the provision or either applicant of the agreement held invalid then neither agreement nor applicant shall be enforced to the full extent permitted Law applicable in India.
- This EULA shall not provide any authority to either party act or describe themselves as the agent of the other or to make any commitment on other’s behalf.
- Taxner can use the name, website address and logo of its customer during active and post engagement along with the marketing material such as website, e-mail campaigns, and brochures and etc.
- Through this EULA end user or the person accepting this agreement on behalf of the entity agrees to enter into the agreement and to be bound by and abide by this agreement.