Terms & Conditions
THIS AGREEMENT is made and entered into from the date of installation (hereinafter referred to as the “Effective Date”)
(1) SUNYAM LABS LLP, a partnership firm, with its registered office at 12 Todi Estate, Sun Mill Compound, Lower Parel, Mumbai 400013 . (hereinafter called the ‘Service Provider’, which expression shall unless repugnant to the context or contrary to the meaning shall include all its permitted assigns, successors, affiliates and principals)
(2) the user (hereinafter referred to as the ‘Customer’, which expression shall unless repugnant to the context or contrary to the meaning shall include all its permitted assigns, successors, affiliates and principals)
Each person signing this Agreement (on behalf of each of the parties) represents and warrants that he/she is duly authorised and has the legal capacity to execute and deliver this Agreement.
A. The Service Provider is engaged in the business of developing and providing software services to assist users to automate and manage their financial accounts and related processes better. The Service Provider has created a Saas-based software called “TimePay” for businesses. The software “TimePay” and related functionalities (hereinafter called “Services”) provide the Customer with appropriate views of its accounting / financial / business data, and serve as a tool for planning and execution of various business activities
B. The Service Provider hereby represents that it owns all rights to the Software “TimePay” and the Technology, consisting of technical and scientific information necessary for carrying out the Services.
C. Customer is interested in availing the Services (as defined) provided by the Service Provider.
NOW THEREFORE, in consideration of the recitals set forth above, and other good and valuable consideration, the parties hereby agree as follows:
1.1 The term of this Agreement shall commence on the Effective Date, and will continue for the duration set forth in the Appendix, (the “Term”) unless terminated sooner as provided herein.
1.2 The Term of this Agreement shall be automatically renewed for additional periods of the same duration as the Term, unless either party terminates the agreement as provided herein below.
2.1 Customer shall pay the Service Provider all applicable Fees for the Services (as defined) as indicated in the Appendix. The Customer hereinafter authorises the Service Provider to charge the Customer with applicable Fees using the Customer’s selected payment method, as indicated in the Appendix .
2.2 The said Fees are non-refundable, except as required by law or as otherwise specifically permitted in this Agreement. Customer shall pay the Service Provider as per the payment interval as set forth in the Appendix , and the Service Provider shall have the right to terminate Services if the Fees are past due or shall charge the Customer interest for delayed payment at the rate of 24% per annum.
2.3 Auto-Renewal - If the Customer’s account/payment option (as per the Appendix) is set to ‘Auto Renewal’, or is in a trial period, the Service Provider may charge automatically at the end of the Trial or for the renewal, unless the Customer notifies in writing to the Service Provider that the Customer wishes to cancel or disable Auto Renewal.
2.4 Service Provider retains the right to change the Fees and institute new Fees at the end of the Term, or then-current renewal term, upon a 30-day prior notice to the Customer (which may be sent by e-mail or any other mode by the Service Provider).
2.5 Customer shall be responsible for all taxes associated with Services.
3. CUSTOMER’S RESTRICTIONS & RESPONSIBILITIES
3.1 Customer shall not, directly or indirectly:
3.1.1 Reverse engineer, decompile, disassemble or otherwise attempt to discover the source-code, object code or underlying structure, ideas, know-how, or algorithms relevant to the Services;
3.1.2 Remove any proprietary notices or labels from any communication received from the Service Provider;
3.1.3 Use the Service Provider’s Services to send Spam, i.e. unsolicited bulk/junk/commercial e-mails or messages.
3.1.4 Violate, infringe or misappropriate any third party’s copyright, trademark, right to privacy or publicity, or other personal or proprietary right, nor shall the content contain any matter that is defamatory, obscene, unlawful, threatening, abusive, tortious, offensive or harassing or that may expose harm or liability of any nature.
3.2 Customer shall:
3.2.1 Comply with laws and regulations applicable to Customer’s use of the Services.
3.2.2 Have the requisite and necessary permissions to allow the Service Provider to receive and process data and send communications through various modes, including but not limited to email / SMS / hard copies to individuals/clients on the Customer’s behalf.
3.2.3 Represent and warrant that the Customer either owns or has permission to use all of the material in the communication that is done on the Customer's behalf.
4. PROCESSING OF DATA
Timepay and its services may require installation of the software on the Customer’s server in order to connect with third-party accounting packages. Once the software is installed on the Customer’s server, it enables the Service Provider to access the Customer’s financial data as well as related information and transfers the same to the Service Provider’s storage system on the cloud. The Service Provider thereafter manages various aspects of the Customer’s financial accounting online and accesses the said data on a regular basis for syncing it with the copy on the storage system. (hereinafter referred to as “Services”).
5. LIMITATION OF LIABILITY
5.1 To the maximum extent permitted by applicable laws, under no circumstances shall the Service Provider, its Director’s, employees, agents, affiliates, successors, officers, representatives be liable to the Customer or any third person for any special, incidental, indirect, direct, punitive or consequential damages whatsoever, including but not limited to, damages for loss of profits or revenues, goodwill, loss of confidential information, business interruption, loss of privacy, inaccuracy or corruption or loss of data, failure to backup data, for any cause of action, including contract, tort (including negligence), personal injury, any matter beyond Service Provider’s control or any other loss whatsoever arising out of or in any way arising from or related to the use of Service Provider’s Services (as defined), or following a failure, suspension or withdrawal or all or part of the Services at any time.
5.2 Limitation on the Amount of Liability: To the maximum extent permitted by applicable laws, Service Provider’s liability under this Agreement shall not exceed the amount paid by the Customer to the Service Provider during the 6 months prior to the event giving rise to the liability.
6. INTELLECTUAL PROPERTY
This Agreement does not grant:
6.1 The customer any Intellectual Property Rights in the Services as provided by the Service Provider, or Service Provider’s’ Trademark or brand features. The Customer will have no right to use, and shall not use, the logo, or other trademark, service mark or branding materials of any kind of the Service Provider, if any.
6.2 Service Provider any Intellectual Property Rights in the Customer’s data.
The Customer agrees to indemnify, defend and hold harmless the Service Provider, its Director’s, employees, agents, affiliates, successors, officers, representatives and assigns from and against any claim, proceeding, loss, damage, liability, cost, demand or expense (including but not limited to attorney’s fees) of any kind arising out of (i) Customer’s access to or use of the Services; (ii) any breach by the Customer of its obligations under this Agreement; (iii) Customer’s violation of the rights of a third party, including but not limited to infringement of any intellectual property, proprietary right, or trade secret of any person or entity, or of any privacy or consumer protected right that is implicated herein; (iv) any violation of law or contractual obligation and any claims, demands, notices pursuant to such violation; (v) Customer’s negligence or misconduct. These obligations shall survive the termination of this Agreement.
8. WARRANTY AND DISCLAIMER
To the fullest extent permissible pursuant to applicable law, the Service Provider and its affiliates disclaim all warranties, statutory, express or implied. No advice or provision of information in connection with financial accounts or technology related or otherwise, whether oral or written, obtained by the Customer from the Service Provider or via its Services shall create any warranty not expressly stated herein. The Customer expressly agrees that the use of the Service Provider’s Services is at your sole risk. The Services and any data, information, financial or otherwise, made available in conjunction with or through the Service Provider’s services are provided on an “as is” and “as available”, “with all faults” basis and without warranties or representations of any kind either express or implied. These obligations shall survive the termination of this Agreement.
9. TERMINATION & EFFECTS OF TERMINATION
9.1 In addition to any other remedies it may have, either party may also terminate this Agreement upon thirty (30) days’ written notice (or without notice in the case of non-payment by the Customer), if the other party materially breaches any of the terms or conditions of this Agreement.
9.2 Customer shall pay in full for the Services up to and including the last day on which the Services are provided, despite notice of termination.
9.3 All sections of this Agreement which by their nature should survive termination will survive termination, including, without limitation, accrued rights to payment, warranty disclaimers, indemnification, Intellectual Property Rights, and limitations of liability.
Except as may otherwise be provided in this Agreement, all notices, demands, statements, requests, consents, approvals and other communications (“Notices”) required or permitted to be given hereunder, or which are to be given with respect to this Agreement, shall be sent via email.
11. CHOICE OF LAW
This Agreement shall be governed by and interpreted or construed in accordance with the laws of India.
12. DISPUTE RESOLUTION & ARBITRATION
The Parties agree that they shall use their best efforts to resolve amicably in case of any dispute or difference arising from or in connection with this Agreement. If the Parties are unable to settle the dispute or difference within thirty (30) days from the delivery by either party of a notice confirming the existence of the dispute, either Party may submit the dispute to arbitration by a Sole Arbitrator appointed in accordance with the Arbitration and Conciliation Act, 1996, as may be amended, supplemented or re-enacted from time to time.
The arbitration shall be held in Mumbai, India and conducted in English language. Any award rendered in arbitration shall be final and binding upon the Parties, and judgment upon the award can be entered by any court having jurisdiction thereof.
13.1 Assignment. Neither party may delegate or assign its rights or obligations under this Agreement to any third party without the other party’s prior written consent in each instance, which shall not be unreasonably withheld.
13.2 Authority. Neither Party shall have, nor represent itself as having, any authority whatsoever to enter into any contracts in the name of the other Party or to otherwise bind the other Party in any manner.
13.3 Severability. If any provision of this Agreement is found by a proper authority to be unenforceable or invalid, such unenforceability or invalidity shall not render this Agreement unenforceable or invalid as a whole and, in such event, such provision shall be changed and interpreted so as to best accomplish the objectives of such unenforceable or invalid provision within the limits of applicable law or applicable court decisions.
The parties hereto have executed this Agreement on the date and year first above written and the said Agreement is being signed and executed by Authorised representatives/signatories of each of the Parties.