TERMS AND CONDITIONS
These terms and conditions (the “Agreement”) govern your use of the Excellon Software / Solution / Services (as defined below) and/or the Excellon Services (as defined below) in addition to the terms and conditions you accepted for Excellon Service Module selected by you and the Subscription Model selected by you. The Excellon Software / Solution / Services and/or the Excellon Services are owned by Excellon Software Private limited, a Company incorporated in India and having its registered office situated at Plot No: 14/4, 3rd Floor, IT Park,Light House Building, Near South Ambazari Road, Nagpur,Maharashtra 440022, India.
By using and/or accessing the Excellon Software / Solution / Services and/or the Excellon Services, you agree to be bound by and comply with this Agreement. If you do not accept this Agreement,please immediately discontinue your use of and/or access to the Excellon Software / Solution / Services and/or the Excellon Services.
- DEFINITIONS AND INTERPRETATIONS
1.1. In this Agreement, the following words and expressions shall have the following meanings: –
1.1.1. “Agreement” shall mean this agreement agreed between the Parties, along with its schedules, annexures and exhibits, if any, and all instruments supplemental to or amending, modifying or confirming this agreement in accordance with the provisions of this agreement, if any, in each case as they may be supplemented or amended from time to time;
1.1.2. “Account” shall mean the account opened by you or the User or the Taxpayer to avail of the Excellon Services;
1.1.3. “Excellon”, “we”, “us” or “our” means Excellon Software Private Limited;
1.1.4. “Excellon Mobile Application” means the software applications created or offered by Excellon and any upgrades to it from time to time, provided by Excellon to offer you the Excellon Services, which you may use on a mobile device;
1.1.5. “Excellon Software / Solution / Services” means the Excellon Software / Solution /Services called Excellon’s EXACT GST SOLUTION comprising of the Excellon Mobile Application, the Excellon Website www.ExactGST.com, and any other channel through which Excellon may offer Excellon Services;
1.1.6. “Excellon Website” means the Internet website www.ExactGST.com (or such other address which may be prescribed by us at any time which is similar or associated to such website) and the contents available on such website (including the Excellon Services);
1.1.7. “GST Act” means and includes an Act in relation to roll out of Goods and Services Tax (“GST”) which may be passed by the Government of India and thereafter it shall become effective from the date of its notification or as may be mentioned thereunder;
1.1.8. “GSTN” Goods and Services Tax Network (GSTN) is a Section 25 (not for profit), non-Government, private limited company set up primarily to provide IT infrastructure, systems and services to the Central and State Governments, tax payers and other stakeholders for supporting implementation and administration of the GST in India, hereinafter also referred as “GST System” or “GST System Project”.
1.1.9. “GST Council” means the authority designated by GSTN for addressing any disputes regarding the GST;
1.1.10. “Information” means any information or particulars relating to you, the Account, the Instructions or any Transaction;
1.1.11. “Instructions” means any communication, instruction, order, message, data, information or other materials received by us via the Excellon Services and referable to your User Codes/ Account, from you or purporting to come from you;
1.1.12. “Payment” means a Transaction which effects a transfer of money;
1.1.13. “Payment Method” means method of effecting Payment;
1.1.14. “Payment Method Provider” means the party providing and/or facilitating the Payment Method (for example, banks and payment gateways);
1.1.15. “SLAs” or “Service Level Agreement” means and includes service level agreements details of which are available on the Service Module selected by You;
1.1.16. “Subscription Module” shall mean the subscription module and its payment and other terms selected by You;
1.1.17. “Taxpayer/s” means the person and/or any entity who is/are governed by GST Act.
1.1.18. “Taxpayer/s Data” means and includes the information which is required to be
uploaded/shared/accessed by the Taxpayer/s onto GST System, such as documents, challan and requisite information etc., as may be specified under the GST Act, from time to time.
1.1.19. “Third Party” shall mean a party not signing this present Agreement.
1.1.20. “Transaction” means any transaction or instruction effected or issued, or purported to be effected or issued, by you through the Excellon Services which may include but shall not be limited to uploading invoice information, matching of input tax credit (ITC) claims, creation of party-wise ledgers, uploading of returns, payment of taxes, signing of such document with digital signature;
1.1.21. “User” means a user of the Excellon Website and/or the Excellon Services (including you), whether or not it is a Taxpayer;
1.1.22. “User Codes” means any personal or log-in details including your passcode and other codes and access procedures for use in connection with use of and/or access to the Excellon Services, including log-in details for the Excellon Website and Excellon Mobile Application passcodes;
- EXCELLON SERVICES
2.3. You will be responsible for all Transactions through the Excellon Services made by any person, with or without your authority, knowledge or consent, and may not claim against us in connection with any such use or purported use.
2.4. You shall settle any claims against or disputes with regards any Payment Method directly with the Payment Method Provider, and not with us.
2.5. In using the Excellon Services, you agree not to:
2.5.1. Breach this Agreement;
2.5.2. Violate any law, statute or regulation;
2.5.3. Infringe any intellectual property right;
2.5.4. Impersonate any person or entity;
2.5.5. Provide false, inaccurate or misleading information;
2.5.6. Conduct unauthorized or fraud transactions
2.5.7. Engage in money laundering activities;
2.5.8. Engage in potentially fraudulent, suspicious or illegal activity;
2.5.9. Refuse to cooperate in any risk review or investigation conducted by Excellon, or provide any confirmation of any information about yourself as Excellon may request;
2.5.10. Take any action that imposes an unreasonable or disproportionately large load on Excellon’s infrastructure;
2.5.11. Use any unauthorised third-party software designed to access, crawl or collect from the Excellon Website; or
2.5.12. Use any unauthorised third-party software that intercepts, mines or otherwise collects information from or through the Excellon Website.
2.6. By creating a User Code, you agree to store your, invoice / purchase / sale data information, account numbers, Information and Transaction information/history on our Website and link your billing information to your passcode.
3.1 We may at any time without notice to you or giving any reason:
3.1.1. Change the manner of use of the Excellon Software / Solution / Services;
3.1.2. Limit, suspend or terminate any or all of the Excellon Services;
3.1.3. Disallow any Transaction or allow a Transaction subject to such conditions as we see fit;
3.1.4. Revoke or suspend any User’s / Taxpayers right and authority to use and/or access the Excellon Services;
3.1.5. Suspend your account and notify you accordingly.
3.2. We may deny you access to the Excellon Software / Solution / Services and/or the Excellon Services without notice to you or giving any reason. We may also impose such limitations on the use or your termination of the Excellon Services as we may notify you from time to time.
4.1. Any use of and/or access to the Excellon Services referable to your User Codes shall be deemed to be use of and/or access to the Excellon Services by you.
4.2. Any Instructions or Information shall be deemed to be transmitted or validly issued by you.
4.3. We are under no obligation to verify the authenticity or accuracy of the Instructions.
4.4. All Instructions are irrevocable and unconditional upon transmission through the Excellon Services. We are entitled (but not obliged) to effect or process such Instructions without any further consent from or reference or notice to you.
5.1. Payment may be effected through any Payment Method we make available to you.
5.2. Excellon reserves the right at any time to modify or discontinue, temporarily or
permanently, any Payment Method without notice to you or giving any reason.
5.3. You agree that you are subject to the applicable user agreement of your Payment Method.
5.4. You may not claim against us for any failure, disruption or error in connection with your chosen Payment Method.
- EXCELLON MOBILE APPLICATION
6.1. You may download the Excellon Mobile Application onto your mobile device and are entitled to choose the passcode which you will use to access your User Code on your mobile device.
6.2. You agree that you are solely responsible for maintaining the confidentiality of your passcode, and may not claim against us for any loss or damage resulting from your failure to do so.
6.3. You agree that the Excellon Mobile Application downloaded onto your mobile device will only be used to effect Transactions for yourself.
6.4. By creating a passcode, you agree to store your, invoice / purchase / sale data information, account numbers, Information and Transaction information/history on your mobile device and link your billing information to your passcode.
6.5. If you lose your passcode and/or access to the Excellon Mobile Application downloaded onto your mobile device, Excellon cannot retrieve your passcode for you. You may however create a new passcode.
- USER CODES
You agree that you are solely responsible for maintaining the confidentiality of the User Codes and may not claim against us for any loss or damage resulting from your failure to do so.
- INTELLECTUAL PROPERTY RIGHTS
8.1. All the intellectual property rights in and to the contents of the Excellon Software / Solution / Services and Excellon Services are owned by or licensed for use by Excellon. You may not reproduce, distribute, publish, modify, display, broadcast or transmit in any manner or store in an information retrieval system any part of the contents without our prior written consent.
8.2. The trade and service marks displayed on the Excellon Software / Solution / Services are the sole and exclusive property of Excellon, the relevant Participants or other relevant third parties. You do not have any right or license for any reproduction or use of any such trade and service marks.
8.3. Any third-party software application you use via the Excellon Software / Solution / Services is subject to the user agreement of the third party. Excellon does not own, control nor have any responsibility or liability for any third-party software application you use on the Excellon Software / Solution / Services and/or in connection with Excellon Services. You may not claim against us for any loss or damage resulting from such use.
- ERRORS AND UNAUTHORISED TRANSACTIONS
9.1. You must immediately notify Excellon if you believe, or have reason to believe:
9.1.1. There has been any unauthorized / erroneous Transaction or Payment;
9.1.2. There has been any unauthorized access to your Account;
9.1.3. There has been any unauthorized use of User Codes;
9.1.4. The confidentiality of your User Codes has been compromised; or
9.1.5. There has been an error in your Transaction information/history, or you need more information about a Transaction listed in your Transaction information/history.
9.2. In view of the above, you should regularly check with GSTN or the applicable tax and or other regulatory authorities or applicable statements, books of accounts and records relating to your information and Transaction Method to ensure that there are no errors or unauthorised Transactions. You should ensure that the information that you have provided Excellon is updated, complete and accurate.
9.3. To notify Excellon, please contact Excellon by writing to us at email@example.com and provide the following details:
9.3.1. Your name, or the name you registered to your Account (if any);
9.3.2. A description of the suspected unauthorised Transaction or error and an explanation as to why you believe it is incorrect or why you need more information to identify the transaction; and
9.3.3. The details of any unauthorised Transaction or error.
9.4. After we receive the notification above, we may choose to assist you by providing you with further information available at our end or by connecting you with GSTN or GST Council directly. Excellon chooses to assist you out of goodwill. You shall settle any claims against or disputes with any Payment Method directly with the Payment Method Provider, or for other errors or issues with GSTN or the GST Council directly and not with us.
9.5. The decision of the GSTN or the GST Council, as the case may be, with respect to any unauthorised Transaction or error is final and Excellon is entitled to honour it.
9.6. We may choose to issue replacement User Codes (if applicable) and charge a replacement fee.
- DATA SECURITY AND COMPLIANCE
Excellon Software Private Limited is ISO 27001:2013 audited and has implemented all the security measures required for compliance with such standard. Excellon makes no, express or implies, warranty or representation of any security relating to Taxpayer data or its security other than compliance under the said Standard.
12.1. We may terminate this Agreement at any time, without prior notice to you or giving any reason. Where we have not given prior notice, we shall as soon as practicable notify you of such termination by any notification method we choose. Such termination shall be effective on and from the date we specify in the notice to you. Kindly also note, GSTN may, at its sole discretion, refuse or deny any Taxpayer Data and we shall have no control over the same. In such an event Taxpayer Data will be accordingly refused and the Taxpayer shall have to communicate regarding the same with GSTN directly.
12.2. Termination will not affect any rights or obligations accrued prior to the date of
termination. You will still be responsible for any Transaction or Payment authorised or purportedly authorised by you prior to the date of termination.
12.3. Any provision of this Agreement capable of having effect after the termination of this Agreement shall remain in full force and effect following the termination of this Agreement.
- NO WARRANTIES
13.1. You agree that you use and/or access the Excellon Software / Solution / Services and/or the Excellon Services entirely at your own risk.
13.2. The Excellon Software / Solution / Services and the Excellon Services are provided ‘as is’, and ‘as available’. Except as specified in this Agreement or any other applicable terms and conditions, Excellon provides the Excellon Software / Solution / Services and Excellon Services without warranties of any kind. Excellon does not warrant the truth, accuracy, adequacy, completeness or reasonableness of the contents of the Excellon Software /Solution / Services and the Excellon Services and expressly disclaims liability for any and all errors or omissions whatsoever.
13.3. No warranty of any kind, implied, express or statutory (including but not limited to any warranty of title, non-infringement of third-party rights, merchantability, satisfactory quality, fitness for a particular purpose and freedom from computer virus or malicious code), is given in conjunction with the Excellon Software / Solution / Services and/or the Excellon Services.
14.1. For your convenience, the Excellon Software / Solution / Services and/or the Excellon Services may include, refer to or make available hyperlinks to other relevant terms and conditions, subscription services pages, other third-party websites or content (including that of the Payment Method Providers). The Third party linked websites or content are not under our control and we are not responsible for the contents of or the consequences of accessing any such linked website, nor for any goods or services provided through any such linked websites.
14.2. Any hyperlinks to any other websites or content are not an endorsement or verification of such websites or content. You agree that you use and/or access such linked websites or content entirely at your own risk.
- EXCLUSION OF LIABILITY
15.1. Without prejudice to anything contained in this Agreement, Excellon shall not be liable in any manner whatsoever for any damage, loss or expense including without limitation, direct, indirect, special, or consequential damage, or economic loss arising from or in connection with:
15.1.1. Any use and/or access or the inability to use and/or access the Excellon Software / Solution / Services and/or the Excellon Services;
15.1.2. Any information or data available on the Excellon Software / Solution / Services;
15.1.3. Any erroneous Transaction or Payment;
15.1.4. Any loss or abuse or unauthorised disclosure of information (including User Codes); or
15.1.5. Any system, server or connection failure, error, omission, interruption, interception, delay in operation or transmission, or computer virus.
15.2. Any downloading of data from the Excellon Software / Solution / Services is done solely at your risk, and we do not warrant that such data or the Excellon Software / Solution / Services is free from any computer virus or other malicious, destructive or corrupting code, agent, program or macros.
15.3. Excellon tries its best to ensure that the information and data available on the Excellon Software / Solution / Services is correct and up-to-date. Excellon reserves the right to periodically make changes to the information or data on the Excellon Software / Solution /Services. This exclusion clause shall take effect to the fullest extent permitted by law.
- LIMITATION PERIOD
Any claim of any nature by the User / Taxpayer against Excellon must be commenced within two (2) years after the date on which the cause of action arises, following which the User / Taxpayer shall have no further claim whatsoever against Excellon.
You agree to indemnify and hold EXCELLON, and its affiliates, officers, agents, employees or personnel harmless from any claim or demand, including legal fees, made by any third party in connection with your use of the Excellon Software / Solution /Services and/or the EXCELLON Services, your breach of this Agreement, or your violation of any rights of another party.
18.1. No Solicitation. The information and materials contained in or accessed through the Excellon Software / Solution / Services shall not be considered or construed as an offer or solicitation to sell, buy, give, take, issue, allot or transfer, or as the giving of any advice in respect of shares, stocks, bonds, notes, interests, unit trusts, mutual funds or other securities, investments, loans, advances, credits or deposits in any jurisdiction.
18.2. Severability. If any term of this Agreement is unlawful or unenforceable under any applicable law, it will, to the extent permitted by such law, be severed from this Agreement and rendered ineffective where possible without modifying the other terms of this Agreement.
18.3. Entire Agreement. This Agreement and any subsequent amendments to it constitute the entire agreement between you and Excellon.
18.4. Subject to Change. This Agreement may be amended by us at any time by posting a revised version on the Excellon Software / Solution / Services. You should check the terms regularly. The revised version shall be effective on and from the date we specify. Should you not agree with the revised version, you should discontinue your use and/or access of the Excellon Software / Solution / Services and/or the Excellon Services.
18.5. No Waiver. The failure of Excellon to exercise or enforce any right or provision of the Agreement shall not constitute a waiver of such right or provision. If any provision of the Agreement is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavour to give effect to the parties’ intentions +7as reflected in the provision, and the other provisions of the Agreement remain in full force and effect.
18.6. Evidence. You agree to treat as conclusive evidence, and not to dispute the validity,
accuracy or authenticity of, any evidence of your instructions and communications transmitted between yourself and Excellon. This includes such evidence in the form of Excellon’s computer records, transaction logs, computer printouts, copies of any communication or any written statement by Excellon’s personnel.
18.7. Communications. All communications (including but not limited to notices) from Excellon to you may be made available on the Excellon Software / Solution / Services. We will not be responsible for your failure to receive such communications if such failure is due to (without limitation): (a) errors, faults or defects in your electronic device or telecommunication service provider; or (b) your failure to regularly check the Excellon Software / Solution / Services. We may from time to time designate other acceptable modes of communications and the time by which such notice shall be deemed given.
- PROVISION OF INFORMATION
19.1. We will comply with all applicable data protection laws on protecting personal data that we receive in connection with the use of the Excellon Software / Solution / Services and/or the Excellon Services.
19.3. Our authority to collect, use or disclose Information in this Clause shall be in addition to and without prejudice to our other rights of disclosure pursuant to any applicable laws.
19.4. You will provide us with any information or documentation that we may reasonably request relating to your use of the Excellon Services and shall cooperate with us in any related investigation or litigation.
- GOVERNING LAW
21.1. 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 exclusive jurisdiction of the Indian Courts at Pune only.
21.2. 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.
21.3. 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.
21.4. Subject to the right of a Party to seek injunctive relief, the dispute shall be resolved through binding arbitration in accordance with the provisions of the Arbitration and Conciliation Act, 1996. The language of the arbitration shall be English. The place of arbitration will be Pune and shall be presided over by a single arbitrator chosen by mutual consent of both the parties under the Arbitration and Conciliation Act, 1996 (including any statutory modifications and substitutions made thereto). Where the single arbitrator is not agreed upon between the Parties within fifteen days from the date at which the negotiations failed, the arbitration shall be conducted by three arbitrators with both Parties hereto shall be entitled to appoint one arbitrator each and the appointed arbitrators to appoint an additional arbitrator. If the Parties cannot (within fifteen (15) days from the initial request by one Party to the other) agree on the selection of a third arbitrator, such arbitrator shall be appointed in accordance with the Arbitration and Conciliation Act, 1996. Any award rendered by the arbitrator(s) shall be final and judgment may be entered upon it in any court of competent jurisdiction. The arbitrator(s) shall not have authority to award attorneys’ fees or costs to either Party, or each Party shall accordingly bear its own attorneys’ fees, costs and expenses incurred in the resolution of any dispute under this Agreement.