For iTaxEasy Private Limited
This End-User License Agreement ("EULA") is a legal agreement between ITAX EASY PRIVATE LIMITED having its registered office at G-41, Gandhi Nagar, Padav, Gwalior Madhya Pradesh, India and Corporate Office at Logix Zest, Sat 1, Flat 811, Sector 143, Noida, Uttar Pradesh bearing Corporate Identification No. U74999MP2019PTC050453 ("ITAX EASY/ Licensor") and user of the Software ("End User/ Customer") has agreed to avail such services, on the terms and conditions as set forth in the agreement.
ITAX EASY is engaged in the business of developing, owning, implementing and providing GST (Goods Service Tax) software products, services and solutions for various customers ("Software"). The Licensor and the End User together shall be referred to as the "Parties" and individually shall be referred to as a "Party".
Customer's access to and use of the Service is conditioned on its acceptance of and compliance with these Terms. By accessing or using the Service, Customer agree to be bound by these Terms & Conditions set out in this EULA. If Customer disagrees with any part of the terms then it may not access the Service.
IN CONSIDERATION OF THE MUTUAL COVENANTS AND CONDITIONS, IT IS HEREBY FURTHER AGREED BETWEEN THE PARTIES THAT:
License: Subject to the provisions of this EULA, the Licensor grants to the End User a non-transferable, non-sub-licensable, and non-exclusive license to use, solely in the Field and solely in object code form, the Software.
Reservation of rights: Except for the license explicitly granted by Clause 2.1, the Licensor reserves all its rights. The End User acknowledges and agrees that the End User is licensed to use the Software only in accordance with the express provisions of this EULA and not further or otherwise.
Licensor reserve all the right to change the prices and term & conditions with respect to this EULA.
No support, etc. Unless otherwise agreed by the Parties in writing, the Licensor shall have no obligation to upgrade, update, bug-fix, to provide support or maintenance services, or to provide assistance or consultancy services in relation to the Software.
Except to the extent permitted by applicable mandatory law, the End User shall not:
The End User shall not:
The End User shall at all times:
Use of ITAX EASY GST Software is intended for authorized use. Software must be used in accordance with the terms and conditions set forth in this agreement. The End User should comply with the Fair usage policy of the Company and that violation of this policy may result in revocation of the license and denial of user access to the Software. The Fair usage policy is subject to change from time to time.
End User agrees to the commercial terms as selected or opted by it. Invoices will be sent in electronic form/soft copy via email only.
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;
If any local law requires "Customer" to withhold any tax on amount payable to "Licensor", then it shall withhold the tax and remit the balance amount to "Licensor". For the Tax withheld, "Customer" shall provide to "Licensor" with the relevant Tax Certificate(s). In cases where customer fails to provide the relevant tax certificates on time, the customer shall pay the amount equivalent to the withheld tax.
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 cause its employees, affiliates, sub-contractors, vendors and agents that may or are likely to receive the Confidential Information to comply with the terms of this agreement and each Party shall continue to be primarily responsible for any breach hereof by its employees, Affiliates, sub-contractors, vendors, and/or agents.
The obligations of confidentiality shall not apply to parties for:
Each Party represents and warrants to the other Party as mentioned hereto that:
Each Party, is duly incorporated and existing under the applicable laws of India.
The execution and delivery of this agreement by each Party shall be performed as per the transactions contemplated hereby and each Party is duly authorized to perform their respective duties under this agreement.
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 execution, delivery and performance of this agreement by each Party and the transactions contemplated hereby will not violate any provision of the organizational or governance documents of each Party.
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.
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.
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.
This clause shall survive for 1 year after the expiry or earlier termination of this agreement.
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.
This agreement comes into effect from the date of its acceptance by the Customer and shall remain operative for a period of three (3) Years from such date. Any extension to this agreement requires express and written consent of both the parties.
Licensor may terminate this Agreement, if Customer does not meet its 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.
In the event of any termination of this EULA for any reason:
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:
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.
Neither party shall be responsible for failure or delay of performance if caused by: an act of war, hostility, or sabotage; act of God; electrical, internet, or telecommunication outage that is not caused by the obligated party; government restrictions (including the denial or cancellation of any export or other license); or other event outside the reasonable control of the obligated party and is not caused due to the negligence or breach of the obligated party. Each party will use reasonable efforts to mitigate the effect of a force majeure event.
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.
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.
Subject to the above clause, the GWALIOR HIGH COURT 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.
This EULA may only be amended in writing signed by duly authorised representatives of the Licensor and the End User.
Nothing in this EULA shall create, evidence, or imply any agency, partnership, or joint venture between the Parties. Neither Party shall act or describe itself as the agent of the other, nor shall it make or represent that it has authority to make any commitments on the other's behalf.
End User hereby agrees and undertakes that End User is legally entitled and eligible to enter into this e-Agreement and further agrees and undertakes to be bound by and abide by this Agreement and the person accepting this Agreement by and on behalf of the Entity is authorized representative of the Entity and is entitled and is legally authorized to bind the Entity on whose behalf this Agreement is being accepted.
By using iTaxEasy software, you acknowledge that you have read and understood this End User License Agreement and agree to be bound by its terms and conditions.