This document is an electronic record in terms of Information Technology Act, 2000, the rules thereunder as applicable, and the amended provisions thereof, pertaining to electronic records in various statutes as amended by the Information Technology Act, 2000. This electronic record is generated by a computer system and does not require any physical or digital signatures.
This document is published to set out the terms and conditions applicable to the User for accessing /using the domain name/ website - www.timepay.co.in. and/or a downloadable mobile application and/or the proprietary software application owned by IndusAge Techapp Private Limited (“Timepay Software” or “Timepay Platforms”) that provides the User with accounts receivables management services, including but not limited to, providing appropriate views of of business data, tracking of their business transactions, obtaining reports, helping in automating various communications. (“Timepay Services”).
This document is a legally binding agreement between the User, who accesses the Timepay Software for availing the Timepay Services, acting by itself or through its employees, agents, advisors, representatives (collectively referred to as “you”, “your”, “User” hereinafter), for a commercial purpose only, and IndusAge Techapp Private Limited (referred to as “we”, “our” or “us” or “IndusAge” hereinafter).
Additional terms and conditions may apply to you in respect of availing specific services and/or to specific portions or features of the Timepay Software and Timepay Services. Such addition terms and conditions for any other additional services as may be offered by us from time to time, including contests, offers, schemes, promotions, or other similar features, are to be read as part of these Terms. You agree to abide by such other terms and conditions, including, where applicable, representing that you have the legal capacity to use or participate in such service or feature. If there is a conflict between these Terms and the terms posted for or applicable to a specific portion of the Timepay Services or for any specific service offered on or through the Timepay Software, the latter terms shall control with respect to your use of that portion of the Timepay Software or Timepay Services.
1. Application and Acceptance of the Terms
2. Provision of Timepay Services
(i) The entity that you are contracting with for access to the Timepay Software or use of TimePay Services is IndusAge Techapp Private Limited. In case you avail services while accessing the Timepay Platforms, that may be supported and/or provided by third party service provider(s), for all such services your contracting entity will be such third party service provider(s), as the case may be. IndusAge disclaims all liability for any claims that may arise pursuant to your use of Timepay Services provided by such third-party service provider(s).
(ii) You must register as a User on the Timepay Software in order to access and use Timepay Services. Further, IndusAge reserves the right, without prior notice, to restrict access to or use of certain Timepay Services (or any features within the Timepay Services) subject to other conditions that IndusAge may impose in its sole discretion.
(iii) The access to the Timepay Software and provision of Timepay Services to the User is co-terminus with the paid-up subscription period for the Timepay Services. IndusAge may prematurely terminate the subscription in accordance with clause 7 below, in which case IndusAge may, in its own discretion, refund the proportionate service fees already paid by the User for the unutilized balance of the subscription period.
3. Fees and Charges Payable by User
(i) User will pay to IndusAge, the fee as mentioned in the rate card for use and access of the Timepay Software (“Timepay Software Subscription Fee”). Timepay Software Subscription Fee, for the concerned subscription period, will be ascertained based on the criteria determined by IndusAge and communicated to the User, from time to time. The fees paid shall be non-refundable, except as mentioned under these Terms.
(ii) The applicable Timepay Software Subscription Fee shall be as per the rate card communicated by IndusAge to the User, from time to time, via the Timepay Software Subscription itself or through such other mode of communication as may be determined by IndusAge in its sole discretion. It shall be the User’s responsibility to routinely check on such Timepay Software Subscription Fee. In the event you continue to use the Timepay Software, it shall be deemed that you have agreed to any change in the Timepay Software Subscription Fee that may be introduced by IndusAge.
(iii) The Timepay Software Subscription Fee shall be exclusive of all applicable taxes (including but not limited to Goods and Services Tax (“GST”)). Such applicable taxes are payable by the User. GST on the value of supply shall be calculated as per the rates applicable.
(iv) IndusAge shall issue the invoice for Timepay Subscription Software Fee and other charges (if any), on the User, and the User shall make payment of the same to IndusAge and the parties hereby agree that the User alone shall be responsible for ensuring that Timepay Subscription Software Fee is paid to IndusAge.
(v) You shall withhold the applicable income taxes against the amounts payable to IndusAge in accordance with the provisions of Income-tax Act, 1961, except to the extent of nil/lower withholding certificate submitted by us. you shall remit the taxes withheld to the relevant Income-tax authorities as per the timelines prescribed under the said Act. You shall provide an appropriate and timely certificate as stipulated under Income-tax Act, 1961 to enable IndusAge to claim such tax credit.
4. Users Generally
(i) You agree that (a) you will not copy, reproduce, download, re-publish, sell, distribute or resell any Timepay Services or any information, text, images, graphics, video clips, sound, directories, files, databases, etc. available on or through the Timepay Software, and not being User’s own proprietary information (the “Timepay Software Content”), and (b) you will not copy, reproduce, download, compile or otherwise use any Timepay Software Content for the purposes of operating a business that competes with IndusAge, or otherwise commercially exploit the Timepay Software Content or systematically retrieve Timepay Software Content from the Timepay Platforms to create or compile, directly or indirectly, a collection, compilation, database or directory (whether through robots, spiders, automatic devices or manual processes).
(iii) IndusAge may allow Users access to content, products or services offered by third parties through hyperlinks (in the form of word link, banners, channels or otherwise), API or otherwise to such third parties' websites or applications. You are cautioned to read such third parties’ terms and conditions and/or privacy policies before using third-party, products or services that you avail or independently using/availing such third party product/service. You acknowledge that IndusAge has no control over such third parties' web sites and shall not be responsible or liable to anyone for such web sites, or any content, products or services made available on such web sites.
(iv) You agree that while using Timepay Software and availing Timepay Services, you shall not undertake any action which may undermine the integrity of IndusAge.
(vi) IndusAge may anonymize or mask or summarize your information, in a way that does not identify you personally, and combine it with other information to understand how our products are used and to deliver improved Timepay Services. We may also use such anonymized / masked / summarized information as input into, and for developing and marketing new products such as (but not limited to) regional/ statistical business trends or risk scores derived on business contacts through pooling of data, or. We will have perpetual, worldwide, royalty-free, and sub-licensable license rights to market such products and services without restriction.
(vii) User agrees, undertakes, and confirms that User’s use of Timepay Software shall be strictly governed by the following binding principles:
(a) User shall not host, display, upload, modify, publish, transmit, update, or share any information which:
(i) belongs to another person and to which User does not have any right to;
(ii) is grossly harmful, harassing, blasphemous, defamatory, obscene, pornographic, paedophilic, libelous, invasive of another's privacy, hateful, or racially, ethnically objectionable, disparaging, relating or encouraging money laundering or gambling, or otherwise unlawful in any manner whatever; or unlawfully threatening or unlawfully harassing including but not limited to "indecent representation of women" within the meaning of the Indecent Representation of Women (Prohibition) Act, 1986;
(iii) is misleading in any way;
(iv) is patently offensive to the online community, such as sexually explicit content, or content that promotes obscenity, paedophilia, racism, bigotry, hatred, or physical harm of any kind against any group or individual;
(v) harasses or advocates harassment of another person;
(vi) involves the transmission of "junk mail", "chain letters", or unsolicited mass mailing or "spamming" or messages using IndusAge’s communication services;
(vii) promotes illegal activities or conduct that is abusive, threatening, obscene, defamatory or libelous;
(viii) infringes upon or violates any third party's rights including, but not limited to, intellectual property rights, rights of privacy (including without limitation unauthorized disclosure of a person's name, email address, physical address or phone number) or rights of publicity, or other proprietary rights or third party's trade secrets;
(ix) promotes an illegal or unauthorized copy of another person's copyrighted work, such as providing pirated computer programs or links to them, providing information to circumvent manufacture-installed copy-protect devices, or providing pirated music or links to pirated music files;
(x) contains restricted or password-only access pages, or hidden pages or images (those not linked to or from another accessible page), except in the course of its business;
(xi) provides instructional information about illegal activities such as making or buying illegal weapons, violating someone's privacy, or providing or creating computer viruses;
(xii) contains video, photographs, or images of another person (with a minor or an adult).
(xiii) tries to gain unauthorized access or exceeds the scope of authorized access to the Timepay Platforms or to profiles, blogs, communities, account information, bulletins, friend request, or other areas of the Timepay Software or Timepay Platforms or solicits passwords or personal identifying information for commercial or unlawful purposes from other users;
(xv) solicits gambling or engages in any gambling activity which IndusAge, in its sole discretion, believes is or could be construed as being illegal;
(xvi) interferes with another User's use and enjoyment of the Timepay Software or any other individual's User and enjoyment of similar services;
(xviii) harm minors in any way;
(xix) infringes any patent, trademark, copyright, or other proprietary rights or third party's trade secrets or rights of publicity or privacy;
(xx) violates any law for the time being in force;
(xxi) deceives or misleads the addressee/ users about the origin of such messages or communicates any information which is grossly offensive or menacing in nature;
(xxii) impersonates another person;
(xxiii) contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer resource; or contains any trojan horses, worms, time bombs, cancel-bots, easter eggs or other computer programming routines that may damage, detrimentally interfere with, diminish value of, surreptitiously intercept or expropriate any system, data or personal information;
(xxiv) threatens the unity, integrity, defence, security or sovereignty of India, friendly relations with foreign states, or public order or causes incitement to the commission of any cognizable offence or prevents investigation of any offence or is insulting any other nation;
(xxv) is false, inaccurate or misleading;
(xxvi) directly or indirectly, offers, attempt to offers, trades or attempt to trade in any item, the dealing of which is prohibited or restricted in any manner under the provisions of any applicable law, rule, regulation or guideline for the time being in force; and
(xxvii) creates liability for IndusAge or any of its affiliates or cause IndusAge or any of its affiliates to lose (in whole or in part) the services of our internet service provider (ISPs) or other suppliers.
(b) User shall not use any "deep-link", "page-scrape", "robot", "spider" or other automatic device, program, algorithm or methodology, or any similar or equivalent manual process, to access, acquire, copy or monitor any portion of the Timepay Platforms or any Timepay Software Content, or in any way reproduce or circumvent the navigational structure or presentation of the Timepay Platforms or any Timepay Software Content, to obtain or attempt to obtain any materials, documents or information through any means not purposely made available through the Timepay Platforms. IndusAge reserves its right to bar any such activity.
(c) User shall not attempt to gain unauthorized access to any portion or feature of the Timepay Platforms, or any other systems or networks connected to the Timepay Software or to any server, computer, network, or to any of the services offered on or through the Timepay Platforms, by hacking, password "mining" or any other illegitimate means.
(d) Unless expressly permitted, User shall not probe, scan or test the vulnerability of the Timepay Platforms or any network connected to the Timepay Platforms nor breach the security or authentication measures on the Timepay Software or any network connected to the Timepay Platforms. User may not reverse look-up, trace or seek to trace any information on any other User of or visitor to the Timepay Platforms, or any other user, including any account on the or Timepay Platforms not owned by User, to its source, or exploit the Timepay Platforms or any service or information made available or offered by or through the Timepay Platforms, in any way where the purpose is to reveal any information, including but not limited to personal identification or information, other than User’s own information, as provided for by the Timepay Platforms.
5. User Accounts
(i) User must be registered on the Timepay Platform to access or avail the Timepay Services. Each User would have one personnel/officer as “Admin User”. The Admin User may in turn authorize multiple personnel/officers of the User, as permitted under your subscription plan, to access and use the Timepay Software. It shall be the Admin User’s sole responsibility to revoke access of its personnel/officers on termination of their association with the User or under any other circumstances where such revocation is desired by the User. Further, multiple business entities may be registered under each User’s account.
(ii) IndusAge may cancel or terminate a User’s account if IndusAge has reasons to suspect that the User is without authorization registered or controlled accounts. Further, IndusAge may reject User’s application, without assigning any reasons thereof, for registration for any other reason.
(iii) A set of user ID and password is unique to a single account. You shall be solely responsible for maintaining the confidentiality and security of your user ID and password and for all activities that occur under User’s account. You agree that all activities that occur under your account (including without limitation, posting any business information, clicking to accept any terms & conditions or rules, subscribing to or making any payment for any services, sending communications using the Timepay Platforms) will be deemed to have been authorized by you.
6. User’s Responsibilities
(i) You represent, warrant and agree that (a) you are an entity existing in India in accordance with applicable laws; (b) the your representatives are at least eighteen (18) years of age or above and are fully able and competent to understand and agree to the Terms; (c) you have full power and authority to accept the Terms, to grant the license and authorization (if applicable) and to perform the obligations hereunder; (d) you use the Timepay Software and Timepay Services for business purposes only; (e) User’s representatives are duly authorized by the User to access and operate the Timepay Software and avail the Timepay Services on behalf of the User; (f) your business is validly existing and incorporated / established as per the provisions of applicable laws; (g) all data, whether transactional or otherwise, provided on the Timepay Software while availing the Timepay Services is accurate, true and correct to the best of your knowledge; (h) you do not misuse any third-parties’ information, breach any confidentiality obligations, or violate any third-parties’ intellectual property rights; and (i) you shall comply with all applicable laws while using and accessing the Timepay Software.
(ii) User will be required to provide information or material about User entity, and business as part of the registration process on the Timepay Platforms or its use of any Service or the User’s account. Each User represents, warrants and agrees that (a) such information and material whether submitted during the registration process or thereafter throughout the continuation of the use of the Timepay Software or Timepay Service is true, accurate, current and complete, and (b) User will maintain and promptly amend all information and material to keep it true, accurate, current and complete.
(iii) User consents to the inclusion of the contact information about User in IndusAge’s database.
(iv) You represents, warrants and agrees that (a) you shall be solely responsible for obtaining all necessary third party licenses and permissions (if any required) regarding any User Content that you submit, post or display; (b) any User Content that User submit, post or display does not infringe or violate any of the copyright, patent, trademark, trade name, trade secrets or any other personal or proprietary rights of any third party (“Third Party Rights”).
(v) You will ensure regular and timely connectivity of your systems to the Timepay Software to enable updates of data and to avail smooth functioning of the Timepay Services.
(i) IndusAge reserves the right in its sole discretion, without intimation to the User, to remove, modify or reject any User Content that User submits to, posts or displays on the Timepay Platforms which IndusAge reasonably believes is unlawful, violative of the Terms, could subject IndusAge or its affiliates to liability, or is otherwise found inappropriate in IndusAge’s opinion.
(ii) If any User breaches any Terms, or if IndusAge has reasonable grounds to believe that a User is in breach of any Terms, IndusAge shall have the right to take such disciplinary actions as it deems appropriate, including without limitation: (a) suspending or terminating the User’s account and any and all accounts determined to be related to such account by IndusAge in its discretion; (b) restricting, downgrading, suspending or terminating the subscription of, access to, or current or future use of any Service; and (c) any other corrective actions, discipline or penalties as IndusAge may deem necessary or appropriate in its sole discretion.
(iii) Notwithstanding anything contained herein these Terms, IndusAge may, with or without notice, and in its sole discretion be entitled to suspend, de-activate, or de-list a User’s account for any reasons including without limitation, economic constraints, operational difficulties, financial implications, usage behaviour of the User on the or Timepay Platforms, etc.
(iv) In the event a User becomes inactive or if no transaction is noticed by IndusAge, IndusAge reserves its right to delist, deactivate or suspend a User’s account in its sole discretion, with or without giving any notice to the User.
(v) IndusAge reserves the right to cooperate fully with governmental authorities, private investigators and/or injured third parties in the investigation of any suspected criminal or civil wrongdoing. Further, IndusAge may disclose the User's identity and contact information, if requested by a government or law enforcement body, an injured third party, or as a result of a subpoena or other legal action.
(vi) Each User agrees to indemnify IndusAge, its affiliates, directors, employees, agents and representatives and to hold them harmless, from any and all damages, losses, claims and liabilities (including legal costs on a full indemnity basis) which may arise from your submission, posting or display of any User Content, from your use of the Timepay Platforms or Timepay Services, or from your breach of the Terms.
9. Limitation of Liability
(i) To the maximum extent permitted by law, the Timepay Services provided by IndusAge on or through the Timepay Platforms are provided "as is", "as available" and “with all faults”, and IndusAge hereby expressly disclaims any and all warranties, express or implied, including but not limited to, any warranties of condition, quality, durability, performance, accuracy, reliability, merchantability or fitness for a particular purpose. All such warranties, representations, conditions, and undertakings are hereby excluded.
(ii) To the maximum extent permitted by law, IndusAge makes no representations or warranties about the validity, accuracy, correctness, reliability, quality, stability, completeness, or accurateness of any information provided on or through Timepay Platforms.
(iii) Notwithstanding the above, and more specifically, IndusAge shall not be liable for any direct, indirect, incidental, special, consequential, or exemplary damages, including without limitation, damages for loss of profits, goodwill, use, data or other intangible losses, injury, , costs, claims, penalties, fines, liabilities, expenses, including all court costs, court fees and legal fees arising out of:
Use or inability to use the Timepay Services and Timepay Platform;
Cost of getting substitute services;
any data, information or services purchased or obtained or messages received or transactions entered into while availing Timepay Services and Timepay Platform .
disruption or delay in accessing the Timepay Platforms and/or availing the Timepay Services for any reason including internet failures, electrical power failures, computer, telecommunications or any other equipment failures, whether attributable to IndusAge, User or any of User’s business affiliates’;
any edits made to the communications sent by the User, using the Timepay Platforms and Timepay Services;
any payments / collections or financial / business transactions pursuant to the use of the Timepay Software.
(iv) To the fullest extent permitted by law, the aggregate liability of IndusAge and IndusAge’s officers, directors, partners, employees and other representatives, for any and all claims, losses, costs, damages of any nature whatsoever or claims expenses from any cause or causes, including attorneys’ fees and other costs shall be limited to the value of the loss or maximum of INR 5000 (Indian Rupees Five Thousand only) whichever is less. It is intended that this limitation shall apply to any and all liability or cause of action however alleged or arising unless otherwise prohibited by law.
10. Force Majeure
(i) Under no circumstances shall IndusAge be held liable for any delay or failure or disruption of the content or services delivered through the Timepay Platforms and/or operation of the Timepay Platform, resulting directly or indirectly from acts of nature, forces or causes beyond our reasonable control, including without limitation, Internet failures, computer, telecommunications or any other equipment failures, electrical power failures, strikes, labor disputes, riots, insurrections, civil disturbances, shortages of labor or materials, fires, flood, storms, explosions, epidemics, pandemics, lock-downs, acts of God, war, governmental actions, orders of domestic or foreign courts or tribunals or non-performance of third parties.
11. Intellectual Property Rights
(i) IndusAge is the sole owner or lawful licensee of all the rights and interests in the Timepay Platforms, and the Timepay Software Content. All title, ownership and intellectual property rights in the Timepay Platforms and the Timepay Software Content shall remain with IndusAge or licensors of the Timepay Software Content, as the case may be. All rights not otherwise claimed under the Terms or by IndusAge are hereby reserved.
(ii) "IndusAge", “Timepay” and any other related icons and logos are registered trademarks or trademarks or service marks of IndusAge Techapp Private Limited, in various jurisdictions and are protected under applicable copyright, trademark and other proprietary rights laws. The unauthorized copying, modification, use or publication of these marks is strictly prohibited.
(i) All legal notices or demands to or upon IndusAge shall be made in writing and sent to IndusAge personally, by courier, certified mail, or facsimile to the following entity and address: IndusAge Techapp Private Limited, No. 1090/O, Municipal No.1580/1090/O, 17th Main Sector 3, HSR Layout, Bengaluru (Bangalore) Urban, Karnataka, 560102
Attention: Legal Department. The notices shall be effective when they are received by IndusAge in any of the above-mentioned manner.
(ii) All legal notices or demands to or upon a User shall be effective if either delivered personally, sent by courier, certified mail, by facsimile or email to the last-known correspondence, fax or email address provided by the User to Udaan, or SMS, WhatsApp messages, or in-app notifications, or by posting such notice or demand on an area of the Timepay Platforms that is publicly accessible without a charge or through such other mode of communication as IndusAge may deem fit in its discretion. Notice to a User shall be deemed to be received by such User if and when, a) IndusAge is able to demonstrate that communication, whether in physical or electronic form, has been sent to such User, or b) immediately upon IndusAge posting such notice on an area of the Timepay Platform that is accessible by the User or publicly accessible without charge .
13. General Provisions
(i) Subject to any terms & conditions, the Terms constitute the entire agreement between User and IndusAge with respect to and govern User’s use of the Timepay Platforms and Timepay Services, superseding any prior written or oral agreements in relation to the same subject matter herein.
(ii) IndusAge and User are independent contractors, and no agency, partnership, joint venture, employee-employer relationship is intended or created by the Terms.
(iii) If any provision of the Terms is held to be invalid or unenforceable, such provision shall be deleted and the remaining provisions shall remain valid and be enforced.
(iv) IndusAge’s failure to enforce any right or failure to act with respect to any breach by User under the Terms will not constitute a waiver of that right nor a waiver of IndusAge’s right to act with respect to subsequent or similar breaches.
(v) IndusAge shall have the right to assign the Terms (including all of our rights, titles, benefits, interests, and obligations and duties in the Terms to any person or entity (including any affiliates of IndusAge). User may not assign, in whole or part, the Terms to any person or entity.
(vi) The Terms shall be governed by the laws of India and the parties to the Terms agree to submit to the exclusive jurisdiction of the courts of Bangalore, Karnataka, India.