TERMS AND CONDITIONS OF USE
DATE OF LAST UPDATE: [6 December 2019]
ADJ Utility Apps Private Limited (the “Company”) operates a web/mobile application, “KhataBook App” (the “App”) available on Google Play Store, iOS and other similar platforms and also operates a website https://khatabook.com/ (the “Website”) . The App and the Website shall be together referred to as the “Platform”. These terms and conditions (“Terms”) govern the use of or access to the Platform and the Services (as defined below).
These Terms constitute a binding and enforceable legal contract between the Company and a User (as defined below) or any end user of the Services (collectively, “you”). You represent and warrant that you (a) have full legal capacity and authority to agree and bind yourself to these Terms, (b) are 18 (eighteen) years of age or older, and (c) are an Indian resident. If you represent an entity, organisation, or any other legal person, you confirm and represent that you have the necessary power and authority to bind such entity, organisation, or legal person to these Terms.
The Company reserves the right to make changes to these Terms by posting the new/updated version and your continued use and/or non-deletion of the Platform shall indicate your agreement to such changes. Accordingly, we encourage you to kindly continue to review the Terms whenever accessing or using the Platform so as to be abreast with the changes that we may be carrying out to these Terms.
By using the Services, you agree that you have read, understood, and are bound by these Terms, and that you comply with the requirements listed herein. If you do not agree to all of these Terms or comply with the requirements herein, please do not access the Platform or use the Services.
The Platform (i) provides an online digital ledger book / record book wherein the users (“Users”), can record their ledger entries with their respective customers and (ii) also allows Users to generate a payment link which can be sent it to their respective customers and the customers could use the payment link and make the payment of the amount to the Users in settlement of their obligations towards the Users (collectively, “Services”). For the purposes of this clause, Services would include any other future services the Company provides/proposes to provide.
- To avail the Services, a User would be required to create a profile/sign-up on the Platform (“Profile”) using his/her email ID and phone number among other details. In addition to setting up username and password to create the Profile, the User will be required to furnish certain details, including but not limited to phone numbers and details of its customers and businesses. The User warrants that all information furnished in connection with its Profile is and shall remain accurate and true in all respects. The User further agrees and undertakes to promptly update its details on the Platform in the event of any change or modification of such details.
- The User is solely responsible for maintaining the security and confidentiality of its username and password, and agrees to immediately notify the Company in writing at [please provide details] of any disclosure or unauthorized use of its Profile or any other breach of security with respect to its Profile.
- The User expressly agrees to be liable and accountable for all activities that take place through its Profile in furtherance of the use of Service or otherwise. The Company expressly excludes any liability for any unauthorised access to a User’s Profile.
- The User agrees to receive communications from the Company regarding: (i) information relating to transactions recorded on the Platform; (ii) requests for payment; (iii) information about the Company and the Services; (iv) promotional offers and services from the Company and its third party partners, and (v) any other matter in relation to the Services.
- KNOW YOUR CUSTOMER POLICY
- The Company may require Users to upload certain information and documents that may be necessary to ascertain their eligibility to use certain features of the Services including but not limited to their identification documents (“KYC Documents”).
- The User agrees that it may be required to submit additional documents as and when required by the Company or any of its third party service providers and if, in such an event, any additional information, data, or documentation is required (collectively, “Top-Up Documents”), the User hereby agrees to share such Top-Up Documents promptly upon request, and further, authorises the Company to process such Top-Up Documents.
- The User agrees and warrants to provide valid, true, complete, and up-to-date KYC Documents and Top-Up Documents. The User further acknowledges that any incorrect or misleading information provided shall constitute a material breach of these Terms, and the User’s access to certain features of the Services may be limited or denied in such event.
- The list of the KYC Documents and Top-Up Documents may be provided to the User at the time of creating the Profile/signing-up or at a later stage.
- TRANSACTION INFORMATION
- The Users may upload information relating to transactions with their customers or relating to their businesses, including the sale of goods or services, costs, amounts paid and payable, and details of goods and services, on the Platform (such information is referred to as “Transaction Information”). Transaction Information may be exchanged between the Users and their customer through telephonic calls, text message, WhatsApp, email, or other electronic mediums that would depend on the contact details of Users and their customers provided on the Platform.
- At the time of creating or uploading the first Transaction Information with respect to their customers, the User shall inform such customers of its use of the Platform to record such Transaction Information and Transaction Information related to future transactions and seek such Customer’s express consent in this regard and to:
- The creation of a profile of the customer on the Platform, which will require sharing such customer’s phone number and contact details with the Company;
- receive communications from the Company regarding: (A) information relating to their transactions recorded on the Platform; (B) requests for payment; (C) information about the Company and the Services; (D) promotional offers and services from the Company and its third party partners, and (E) any other matter in relation to the Services.
- If such customers fail to provide consent, or withdraw consent, the User shall immediately cease to use the Services in relation to such customers.
- The User shall be solely responsible for obtaining such consent from its customers and the Company shall assume that such consent as required under clause 4(b) above is sought and received by the User if the User provides details of such Transaction Information relating to any of such customers at any time during the use of the Platform.
- THIRD PARTY SERVICES
- The Services may include services, content, documents, and information owned by, licensed to, or otherwise made available by a third party (“Third Party Services”) or contain links to Third Party Services. Users understand that Third Party Services are the responsibility of the third party that created or provided it and acknowledge that use of such Third Party Services is solely at their own risk.
- The Company makes no representations and hereby expressly excludes all warranties and liabilities arising out of or pertaining to such Third Party Services, including their accuracy or completeness. Further, all intellectual property rights in and to Third Party Services are the property of the respective third parties.
- The Company enables payments via PSP partners and the User should take care not to share his personal UPI pin or OTP with any third party intentionally or unintentionally. The Company never solicits information such as UPI pin or OTP over a call or otherwise. The Company shall not be liable for any fraud due to the sharing of such details by the User. The Company/Third Party Services/PSP partners shall not be liable for any fraud due to the sharing of such details. If any of such fraudulent transactions occur and where the User shares his debit/credit card or UPI information, the Company may share relevant information of such transaction if the victim approaches the Company via proper channels including customer support number and firstname.lastname@example.org
- USER RESPONSIBILITIES
- The User hereby represents and warrants that all information that is provided by the User through or in relation to the Services is valid, complete, true, and correct on the date of agreeing to these Terms and shall continue to be valid, complete, true, and correct throughout the duration of the User’s use of the Platform. The Company does not accept any responsibility or liability for any loss or damage the User may suffer or incur if any information, documentation, material, or data provided to avail the Services is incorrect, incomplete, inaccurate, or misleading, or if the User fails to disclose any material fact.
- The User shall be solely responsible for ensuring compliance with applicable laws, and shall be solely liable for any liability that may arise due to a breach of its obligations in this regard.
- The User shall extend all cooperation to the Company in its defending of any proceedings that may be initiated against it due to a breach of the User’s obligations or covenants under these Terms.
- While the Company uses commercially reasonable efforts to provide Users with a daily backup of their Transaction Information, Users should regularly and independently save, backup, and archive such Transaction Information.
- The User shall not use the Services in any manner except as expressly permitted in these Terms. Without limiting the generality of the preceding sentence, the User may not:
- Infringe either directly or indirectly any third party proprietary rights, including but not limited to copyrights, patents, trademarks, or trade secrets, of any party;
- except as may be provided hereunder, use in any manner including copying, displaying, distributing, modifying, publishing, reproducing, storing, transmitting, posting, translating, creating any derivative works from, or license the Services;
- use the Services to transmit any data or send or upload any material that contains viruses, Trojan horses or any other harmful programmes or similar computer code designed to adversely affect the operation of any computer software or hardware;
- use any robot, spider, other automated device, or manual process to monitor or copy the Platform or Services or any portion thereof;
- engage in the systematic retrieval of content from the Platform or Services to create or compile, directly or indirectly, a collection, compilation, database or directory; or
- violate applicable laws in any manner.
- INTELLECTUAL PROPERTY
- All rights, title, and interest in and to the Platform and Services, including all intellectual property rights arising out of the Platform and Services, are owned by or otherwise lawfully licensed by the Company. Subject to compliance with these Terms, the Company grants the User a non-exclusive, non-transferable, non-sub licensable, royalty-free, revocable, and limited licence to use the Platform and Services in accordance with these Terms and its written instructions issued from time to time.
- The User should assume that everything the User sees or reads on the Platform is protected under the Indian Copyright Act, 1957 and other intellectual property laws of India and may not be used except with the prior written permission of the Company.
- The Company may freely use, copy, disclose, publish, display, distribute without any payment of royalty, acknowledgement, prior consent, or any other form of restriction arising out of the User’s intellectual property rights.
- Except as stated in these Terms, nothing in these Terms should be construed as conferring any right in or license to the Company’s or any third party’s intellectual rights.
- The contents of this Platform, including but not limited to the text and images herein and their arrangements, unless otherwise noted, are copyright-protected in the whole and every part of this Platform and the same belongs to the Company and may not be used, sold, licensed, copied or reproduced in whole or in part in any manner or form or in or on any media to any person without the prior written consent of the Company.
- TERM AND TERMINATION
- These Terms shall remain in effect unless terminated in accordance with the terms hereunder.
- The Company may terminate a User’s access to or use of the Services, or any portion thereof, immediately and at any point, at its sole discretion, if the User violates or breaches any of its obligations, responsibilities, or covenants under these Terms.
- Upon termination these Terms shall terminate, except for those clauses that expressly or are intended to survive termination or expiry.
- Notwithstanding anything to the contrary contained in the Terms, upon termination of a User’s access to or use of the Services, all amounts or outstanding monies due by you in relation to your use of or access to the Services shall become immediately payable.
- DISCLAIMERS AND WARRANTIES
- The use of the Services is at your sole risk.
- You acknowledge and agree that the Company is not engaged in the provision, grant, or disbursement of any financial product. Further the Company does not act as an intermediary and does not collect or facilitate the collection of monies. The Company is not and will not be responsible for any claim or for any damages suffered, whether by the Users, the customers of the Users or any other person or party, that are related, directly or indirectly, to or arise out of the same including any payments made by the User or by the customers of the User using the payment link generated using the Platform. The User further agrees and undertakes to retain proof of sale documentation (in electronic or physical form) in connection with each payment link it generates or sends to customers.
- The Company is only a technology platform service provider and:
- is not registered with the Reserve Bank of India;
- does not hold any license to engage in any activities relating to financial products;
- is not a financial institution under the Companies Act, 2013 or the Banking Regulation Act, 1949 or any other laws for the time being in force in India; and
- is not an intermediary under the applicable laws.
- To the extent permitted by applicable law, the Services are provided on an “as is” and “as available” basis. The Company does not warrant that operation of the Services will be uninterrupted or error free or that the functions contained in the Services will meet your requirements.
- To the fullest extent permissible under applicable law, the Company expressly disclaims all warranties of any kind, express or implied, arising out of the Services, including warranties of merchantability, fitness for a particular purpose, satisfactory quality, accuracy, title and non-infringement, compatibility, applicability, usability, appropriateness, and any warranty that may arise out of course of performance, course of dealing, or usage of trade.
- You hereby accept full responsibility for any consequences that may arise from your use of the Services, and expressly agree and acknowledge that the Company shall have absolutely no liability with respect to the same.
- To the fullest extent permissible by law, the Company, its affiliates, and its related parties each disclaim all liability to you for any loss or damage arising out of or due to:
- your use of, inability to use, or availability or unavailability of the Services, including any Third Party Services;
- the occurrence or existence of any defect, interruption, or delays in the operation or transmission of information to, from, or through the Services, communications failure, theft, destruction or unauthorised access to the Company’s records, programmes, services, server, or other infrastructure relating to the Services; or
- the failure of the Services to remain operational for any period of time.
- Notwithstanding anything to the contrary contained herein, neither the Company nor any of its affiliates or related parties shall have any liability to you or any third party for any indirect, incidental, special or consequential damages or any loss of revenue or profits arising under, directly or indirectly, or relating, in any manner whatsoever, to these Terms or the Services. To the maximum extent permitted by law, you agree to waive, release, discharge, and hold harmless the Company, its affiliated and subsidiary companies, its parent companies, and each of their directors, officers, employees, and agents, from any and all claims, losses, damages, liabilities, expenses and causes of action arising out of the Services.
You shall indemnify, defend at the Company’s option, and hold the Company, its parent companies, subsidiaries, affiliates, and their officers, associates successors, assigns, licensors, employees, directors, agents, and representatives, harmless from and against any claim, demand, lawsuits, judicial proceeding, losses, liabilities, damages and costs (including, without limitation, from all damages, liabilities, settlements, costs and attorneys’ fees) due to or arising out of your access to the Services, use of the Services, violation of these Terms or any infringement by any third party who may use your account with the Company, of these Terms.
- CONSENT TO USE DATA
- The Company may use information and data pertaining to your use of the Services for analytics, trends’ identification, and purposes of statistics to further enhance the effectiveness and efficiency of the Platform.
- Subject to applicable laws, the Company may be directed by law enforcement agencies or the government and related bodies to disclose data in relation to Users in connection with criminal proceedings. You understand and agree that in such instances, the Company shall have the right to share such data with relevant agencies or bodies.
- MAINTENANCE OF RECORDS
You shall maintain the records of all payment transactions on the Platform independently of the Platform (by way physical copies et cetera) and the Company reserves the right to seek copies of such records for their own use including record keeping.
The Company reserves the right to charge convenience fee for the Services and non-payment may result in denial of Services.
The Company reserves the right at any time to add, modify or discontinue, temporarily or permanently, the Services (or any part thereof) with or without cause. The Company shall not be liable for any such addition, modification, suspension or discontinuation of the Services.
- JURISDICTION, GOVERNING LAWS, AND DISPUTE RESOLUTION
These Terms shall be governed by and construed and enforced in accordance with the laws of India. Subject to other provisions in this Clause, courts in [Bangalore] shall have exclusive jurisdiction over all issues arising out of these Terms or the use of the Services.
Any controversies, conflicts, disputes, or differences arising out of these Terms shall be resolved by arbitration in [Bangalore] in accordance with the Arbitration and Conciliation Act, 1996 for the time being in force, which is deemed to be incorporated by reference in this Clause. The tribunal shall consist of 1 (one) arbitrator appointed by the Company. The language of the arbitration shall be English.
The parties to the arbitration shall keep the arbitration confidential and not disclose to any person, other than on a need to basis or to legal advisors, unless required to do so by law. The decision of the arbitrator shall be final and binding on all the Parties hereto.
Each party to the arbitration shall bear its own costs with respect to any dispute.
- MISCELLANEOUS PROVISIONS
- Modification – The Company reserves the right at any time to modify these Terms and to add new or additional terms or conditions on use of the Services. Such modifications and additional terms and conditions will be communicated to you and, unless expressly rejected (in which these Terms shall terminate), will be effective immediately and will be incorporated into these Terms. In the event you refuse to accept such changes, these Terms will terminate.
- Severability - If any provision of these Terms is determined by any court or other competent authority to be unlawful or unenforceable, the other provisions of these Terms will continue in effect. If any unlawful or unenforceable provision would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the provision will continue in effect (unless that would contradict the clear intention of the clause, in which case the entirety of the relevant provision will be deemed to be deleted).
- Assignment - You shall not licence, sell, transfer or assign your rights, obligations, or covenants under these Terms in any manner without the Company’s prior written consent. The Company may grant or withhold this consent in its sole discretion and subject to any conditions it deems appropriate. The Company may assign its rights to any of its affiliates, subsidiaries, or parent companies, or to any successor in interest of any business associated with the Services without any prior notice to you.
- Notices - All notices, requests, demands, and determinations for the Company under these Terms (other than routine operational communications) shall be sent to email@example.com
- Third Party Rights - No third party shall have any rights to enforce any terms contained herein.
- Translations –The Company may provide you with translated versions of these Terms solely to assist you with understanding these Terms in greater detail. The English version of these Terms shall be controlling in all respects. In the event of any inconsistency between the English version of these Terms and any translated version, the terms of the English version shall prevail.