Agreement and definitions

1. 1. These Terms of Service ("Terms") form a binding agreement between you and TaxGrat ("we", "us", "the Company") governing your use of the TaxGrat software, website and related services (the "Service").
2. 2. "You", "your" or "Subscriber" means the chartered accountancy firm, professional or organisation that registers for an account, together with every person you allow to use it. "Client Data" means the information you or your clients upload to the Service.
3. 3. By creating an account, starting a free trial, or using the Service in any way, you accept these Terms. If you do not accept them, do not use the Service.
4. 4. If you accept these Terms on behalf of a firm or company, you confirm you are authorised to bind that entity, and "you" refers to that entity.
5. 5. These Terms apply alongside our Privacy Policy and any plan-specific terms shown at the time of purchase. Where there is a conflict, the plan-specific terms apply to that plan only.

Your account

1. 6. You must be at least 18 years old and legally able to enter into a contract to use the Service.
2. 7. You are responsible for the accuracy of the registration details you provide, and for keeping them current.
3. 8. You are responsible for all activity that takes place under your account, including anything done by your staff, contractors or clients whom you grant access.
4. 9. You must keep passwords confidential and not share a login between people. Each user must have their own login.
5. 10. You must tell us immediately if you become aware of unauthorised access to your account. We are not responsible for loss arising before you notify us.
6. 11. We record the IP address and device characteristics used at registration and at each sign-in, for security, fraud prevention and audit purposes.

Free trial

1. 12. Where a free trial is offered, it runs for the period stated at signup and gives access to the features described at that time. We may change what a trial includes.
2. 13. One free trial is permitted per firm. We may refuse or cancel a trial where our records indicate the same firm, person, device or internet connection has already used one.
3. 14. A trial carries no obligation to purchase, and we do not take payment details to start one.
4. 15. We may withdraw, shorten or modify any trial at any time, including a trial already in progress, where we reasonably believe it is being misused.

Subscription, fees and taxes

1. 16. Paid plans are billed in advance for the billing cycle you select. Access to paid features depends on payment being received.
2. 17. All prices are quoted exclusive of Goods and Services Tax and any other applicable taxes, duties or levies, which you must pay in addition.
3. 18. We may revise our prices. A change takes effect at your next renewal, and we will give you reasonable notice before it does.
4. 19. Fees already paid are non-refundable, in whole or in part, including where you stop using the Service, downgrade, or your account is suspended or terminated for breach.
5. 20. You are responsible for any withholding tax applicable to payments to us and for issuing the relevant certificates. Amounts due to us are net of such deductions.
6. 21. Amounts remaining unpaid after the due date may attract interest at 1.5% per month or the maximum permitted by law, whichever is lower.
7. 22. Payments are processed by third-party payment providers. We do not store your card details, and your use of a payment provider is subject to that provider's own terms.

Plan limits

1. 23. Every plan carries a client limit, which is shown before you subscribe and inside your account. No plan is unlimited.
2. 24. Once you reach your limit you cannot add further clients until you move to a plan with a higher limit, or agree a higher limit with us in writing.
3. 25. We will show a warning inside the Service as you approach your limit, but it is your responsibility to monitor your usage. We are not liable for any consequence of reaching a limit.
4. 26. Communication credits (SMS, email) are prepaid, are consumed as messages are sent, and are non-refundable and non-transferable.

What the Service is — and is not

1. 27. TaxGrat is software. It is not a chartered accountant, tax adviser, legal adviser or filing agent, and nothing in the Service constitutes professional, tax, legal or financial advice.
2. 28. Every calculation, computation, due date, reminder and report produced by the Service is provided for your assistance only. You remain solely and professionally responsible for reviewing it and for the accuracy of anything you file, submit or advise upon.
3. 29. Tax law, due dates, rates and filing requirements change. While we make reasonable efforts to keep the Service current, we do not warrant that any rate, form, due date or rule reflected in the Service is accurate, complete or up to date at any given moment.
4. 30. You must independently verify all statutory positions against the relevant Act, rules, notifications and the official government portals before acting on them.
5. 31. Reminders, alerts and calendar entries are a convenience, not a guarantee. We are not responsible for any missed deadline, late filing, penalty, interest, notice, prosecution or professional consequence, however caused.
6. 32. The Service does not file returns with any government authority on your behalf unless a filing integration is expressly enabled and separately agreed in writing.
7. 33. Any artificial-intelligence assisted output is generated automatically, may be wrong, and must be reviewed by a qualified professional before use.

Your data

1. 34. You own your Client Data. We claim no ownership over it.
2. 35. You grant us a limited licence to host, store, process, transmit and back up Client Data solely to provide and support the Service.
3. 36. You confirm you have the lawful right and all necessary consents to upload Client Data to the Service, including consents required from your clients under applicable data protection law.
4. 37. You are responsible for the accuracy, quality and legality of Client Data, and for the manner in which you obtained it.
5. 38. You are responsible for maintaining your own independent backups of anything you cannot afford to lose. Any backup we take is for our operational purposes and is not a service to you.
6. 39. We process personal data in accordance with our Privacy Policy and applicable law, including the Digital Personal Data Protection Act, 2023.

Non-payment, suspension and data deletion

1. 40. If a subscription is not renewed, your account moves through a warning period, then a grace period, then a locked state. The applicable periods are shown inside your account.
2. 41. While an account is locked you cannot use the Service, but your data is retained until the deletion date shown to you.
3. 42. IF PAYMENT IS NOT RECEIVED BY THE DELETION DATE, YOUR WORKING DATA IS PERMANENTLY AND IRREVERSIBLY DELETED. This includes documents, invoices, compliance history, accounting records and messages. Deletion cannot be undone by us or by anyone.
4. 43. Following deletion we retain only your firm's account record and basic client identity details, so that we can identify you if you return and to meet our own legal and accounting obligations.
5. 44. You acknowledge that the warnings given before deletion are sufficient notice, and that we bear no liability of any kind for data deleted in accordance with this section.
6. 45. We may suspend or terminate your account immediately, without refund, if you breach these Terms, if payment fails, if we are required to by law, or if your use threatens the security or integrity of the Service.

Acceptable use

1. 46. You must not use the Service unlawfully, or to store or transmit anything unlawful, infringing, defamatory, obscene or harmful.
2. 47. You must not attempt to gain unauthorised access to the Service, other accounts, or any system connected to it; nor probe, scan or test its security.
3. 48. You must not reverse engineer, decompile, copy, resell, sub-licence, white-label or provide the Service to any third party except as expressly permitted by your plan.
4. 49. You must not use the Service to send unsolicited communications, and you must comply with TRAI and DLT requirements for every SMS you send through it.
5. 50. You must not upload malicious code, or place unreasonable load on our infrastructure through automated means.

Third-party services

1. 51. The Service integrates with third parties such as messaging providers, payment gateways, domain registrars, email providers and AI providers. Those services are operated by others under their own terms.
2. 52. We are not responsible for the availability, accuracy, security, pricing or acts of any third-party service, or for any loss arising from them.
3. 53. Where you connect your own third-party account or API key, you remain responsible for that account, its charges and its compliance.
4. 54. Government portal links are provided for convenience. We do not control those portals and are not responsible for their content or availability.

Custom domains

1. 55. Custom domains are available on eligible plans. You are responsible for the DNS configuration required, and for anything the domain is used for.
2. 56. Where we register a domain on your behalf, registration is subject to registrar availability, pricing and terms, and is not confirmed until the registrar confirms it.
3. 57. Domain fees are non-refundable once a registration has been made. Renewal of a domain is your responsibility unless expressly agreed otherwise in writing.

Intellectual property

1. 58. The Service, its software, design, and the TaxGrat name and marks are our property or that of our licensors. Nothing in these Terms transfers any of it to you.
2. 59. You receive a non-exclusive, non-transferable, revocable licence to use the Service for your firm's internal business purposes for as long as your subscription is active and paid.
3. 60. Any feedback or suggestion you give us may be used by us freely and without obligation or payment to you.

Warranties and disclaimers

1. 61. THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE". To the maximum extent permitted by law, we disclaim all warranties, whether express, implied or statutory, including merchantability, fitness for a particular purpose, accuracy and non-infringement.
2. 62. We do not warrant that the Service will be uninterrupted, timely, secure, error-free, or that defects will be corrected. We do not guarantee any level of availability unless a separate written service level agreement is in place.
3. 63. We may modify, suspend or discontinue any feature at any time. We will give reasonable notice of a material adverse change where practicable.

Limitation of liability

1. 64. To the maximum extent permitted by law, we are not liable for any indirect, incidental, special, consequential, punitive or exemplary loss, or for any loss of profit, revenue, business, goodwill, opportunity, anticipated saving or data, however arising, whether or not we were advised such loss was possible.
2. 65. Without limiting the above, we are not liable for any tax penalty, interest, late fee, prosecution, notice, disallowance, professional censure, client claim or reputational harm arising from your use of, or inability to use, the Service.
3. 66. Our total aggregate liability arising out of or in connection with these Terms and the Service, whether in contract, tort (including negligence), statute or otherwise, is limited to the total subscription fees actually paid by you to us in the twelve (12) months immediately preceding the event giving rise to the claim.
4. 67. Where no fees have been paid — including during a free trial — our total aggregate liability is limited to ₹1,000.
5. 68. Nothing in these Terms excludes or limits liability which cannot lawfully be excluded or limited, including liability for fraud, fraudulent misrepresentation, gross negligence, wilful misconduct, or death or personal injury caused by negligence.
6. 69. Each provision of this section operates separately. If any part is held unenforceable, the remaining parts continue to apply.
7. 70. You must bring any claim within twelve (12) months of the date on which the cause of action arose, failing which it is waived to the extent permitted by law.

Indemnity

1. 71. You will indemnify and hold us, our officers, employees and agents harmless from any claim, demand, loss, liability, penalty, cost or expense (including reasonable legal fees) arising from your Client Data, your use of the Service, your breach of these Terms, or your breach of any law or third-party right.
2. 72. This indemnity survives termination of your account.

Affiliate programme

1. 73. The affiliate programme lets approved participants ("Affiliates") earn commission for referring paying subscribers. Participation is subject to these Terms and to approval, which we may grant or refuse at our sole discretion.
2. 74. An Affiliate is an independent contractor. Nothing creates an employment, agency, partnership or joint-venture relationship, and an Affiliate has no authority to make any representation, promise, quote or commitment on our behalf.
3. 75. A referral is attributed through the Affiliate's unique link. Where more than one Affiliate is involved, the first tracked referral prevails. Tracking depends on the visitor's browser accepting a cookie for the stated period; we are not liable for referrals that fail to track for any reason.
4. 76. Commission is earned only when a referred subscriber actually pays a valid invoice. No commission is earned on trials, unpaid invoices, taxes, discounts, credits, refunds or communication credits.
5. 77. Commission rates, the attribution window, the minimum payout and the payout schedule are as published in the Affiliate's dashboard and may be changed prospectively at our discretion.
6. 78. Self-referrals are not permitted. An Affiliate may not claim commission on their own firm, on any firm they own, control, work for or are related to, or on any account created to obtain commission. Such commission will be voided.
7. 79. An Affiliate must not make false, exaggerated or misleading claims about the Service, its pricing, its features or its results; must not misrepresent themselves as us; and must not offer unauthorised discounts, rebates or incentives.
8. 80. An Affiliate must not send unsolicited communications, use paid search or advertising on our brand name or misspellings of it, register domains or social accounts using our marks, or use coupon, cashback or adware methods, without our prior written consent.
9. 81. Commission is credited only after we are satisfied the referral is genuine, and remains subject to review. We may withhold, adjust, void or claw back commission in the event of refund, chargeback, fraud, breach of these Terms, or a referral we reasonably believe to be invalid.
10. 82. Payouts are made to the details provided by the Affiliate, once approved commission exceeds the published minimum. The Affiliate is solely responsible for their own taxes; we will deduct tax at source where required and the Affiliate must supply a valid PAN.
11. 83. We may suspend or terminate an Affiliate at any time. On termination, unpaid commission that was validly earned and not subject to the above will be paid at the next scheduled payout; all other commission is forfeited.
12. 84. An Affiliate has no right to any renewal or trailing commission after termination, and no right to any commission that has not yet been earned.

Changes, notices and termination

1. 85. We may amend these Terms. The current version is always published at this page with an effective date. Where a change materially reduces your rights, we will give reasonable notice inside the Service or by email.
2. 86. Continuing to use the Service after a change takes effect means you accept the revised Terms. If you do not accept them, your remedy is to stop using the Service.
3. 87. You may terminate at any time by ceasing to use the Service. Termination does not entitle you to a refund of fees already paid.
4. 88. Before terminating, you are responsible for exporting anything you wish to keep. After termination, data is handled as set out in the non-payment and deletion section above.
5. 89. Notices to you may be sent to the email address on your account. Notices to us must be sent to the address published on our website.

General

1. 90. We are not liable for any failure or delay caused by events beyond our reasonable control, including internet or hosting failure, power failure, government action, change in law, strike, epidemic, natural disaster, or the act or omission of any third-party provider.
2. 91. You may not assign or transfer your rights under these Terms without our written consent. We may assign these Terms as part of a merger, acquisition or sale of assets.
3. 92. If any provision is found invalid or unenforceable, it will be modified to the minimum extent necessary, or severed, and the remaining provisions continue in full force.
4. 93. Our failure to enforce any provision is not a waiver of it.
5. 94. These Terms, together with the Privacy Policy and any written agreement signed between us, are the entire agreement between us, and supersede all prior discussions, proposals and representations.
6. 95. These Terms are governed by the laws of India. Subject to the clause below, the courts at Kolkata, West Bengal have exclusive jurisdiction.
7. 96. Before commencing proceedings, the parties will attempt in good faith to resolve the dispute by discussion for thirty (30) days from written notice of the dispute.
8. 97. A person who is not a party to these Terms has no right to enforce any of its provisions.