THIS AGREEMENT made and executed

Between

REALTIME TAXSUTRA SERVICES PRIVATE LIMITED, a company registered under the provisions of the Companies Act, 1956, having its corporate office at # 2-5, First Floor, Lokmanya House, Lokmanya Colony, Paud Road, Kothrud, Pune-411038 Hereinafter referred to as "TAXSUTRA" (The Service provider) of the First Party (which expression shall, unless repugnant to the context hereof, mean and include its legal representative, executor, licensee, subsidiaries, successor in office and assigns)

AND

CUSTOMER is a User who visits, use, willing to use, purchase or avail of the online services available on the digital platform of TAXSUTRA at their own discretion Hereinafter referred to as “USER” (The Customer) of the Second Party (which expression shall, unless repugnant to the context hereof, mean and include its legal representative, executor, licensee, subsidiaries, successor and assigns) EXPERT ADVICE SERVICES provided by the TAXSUTRA, on their website/digital platform will be referred to as ONLINE SERVICES. WHEREAS,

1. TAXSUTRA is a digital portal that facilitates communication between tax professionals and potential users of tax services.
2. Upon request and any query, notice, or issue uploaded by the USER on the TAXSUTRA’s digital platform with an intention to avail ONLINE SERVICES, TAXSUTRA will recommend the designated Expert’s name and make available assistance by replying or answering or giving an expert opinion or advice from the expert in that field.
3. The USER can avail the facility by making online prescribed payment which may vary from Expert to Expert.
4. Once USER agrees with the prescribed payment terms and makes the successful payment to the TAXSUTRA, USER has to then provide the required information in templates format. TAXSUTRA shall then make available to the USER, approved Expert’s identity and further advisory.
5. If USER is disagreeing with the Expert option recommended by the TAXSUTRA for any specific reason provided by the USER, upon such request and under such exceptional circumstances only, TAXSUTRA will make available other Expert to the USER. In such event, the fees may differ and USER shall agree to change with fee structure and would also be bound to pay the difference amount if any. TAXSUTRA reserves the right to refuse to provide the Expert option to the USER for any reason.
6. The information, communication, or opinion received by the USER through this platform is intended to be a substitute for any other professional services and shall not be deemed to a primary or final advisory.
7. TAXSUTRA seeks to assist the litigant/ Assesses looking to find an expert in a particular field, best suited to the requirement. TAXSUTRA is not intended to be a source of advertising or solicitation and the contents of the website/digital platform should not be construed as legal advice.

BY ACCESSING AND USING THE ONLINE SERVICES, THE USER HAS READ, UNDERSTOOD, AND HEREBY AGREES TO BE BOUND BY ALL THE TERMS AND CONDITIONS, INCLUDING THE LIMITATIONS ON LIABILITY SET FORTH HEREIN.

IF USER DO NOT AGREE WITH ALL OF THE TERMS AND CONDITIONS SET FORTH HEREIN, USER IS EXPRESSLY PROHIBITED FROM ACCESS AND USE OF SERVICES.

NOW THEREFORE IN CONSIDERATION OF MUTUAL OBLIGATIONS, THE LEGAL VALIDITY, AND ADEQUACY OF WHICH IS ACCEPTED BY THE PARTIES, THE PARTIES AGREED TO TERMS AND CONDITIONS AS CONTAINED HEREIN:

1. REGISTRATION ACCESS AND USE:

   1. TAXSUTRA welcomes the USER to register on its digital platform for the ONLINE SERVICES. TAXSUTRA offers the below-mentioned Services which may be subject to change in the future:
      1. Downloading of free templates for standardized queries
      2. Expert Service

   Upon registration, services will be offered to the individual subscribers. Subscription rates are subject to change.

   2. In order to respond to the queries raised by the USER and to provide advice about tax matters, USER will need to provide information about their income, notices received, ITR, deductions, etc. as applicable, this information is known as REQUIRED INFORMATION. USER hereby agrees that any information USER gives to TAXSUTRA will always be accurate, correct, and up to date.
   3. TAXSUTRA will allow conducting online consultation, advisory, opinion, resolution from the Experts/ professionals. On TAXSUTRA’s digital platform, an expert may provide virtual consultation, replies, suggestions, recommendations as appropriate based on information and documentation provided by the USER.
   4. However, usage of ONLINE SERVICES or result therefrom in any form is not substituted for any legal advice, professional advice, or primary or concluding advisory. USER is at full discretion, whether to rely upon or not on the same.
   5. TAXSUTRA’s revolutionized digital platform is to make available and to connect the Experts in the field to its USER for obtaining opinions, advice, submissions relating to the notices, issues, queries, etc. faced by the USER.
   6. The Digital Platform does not take any responsibility or consequential liability arising out of any advice, opinion, or communication given by the expert.

2. ACCOUNT AND PASSWORD SECURITY:

   1. USER is required to register himself before availing the ONLINE SERVICES on TAXSUTRA’s digital platform.
   2. USER then needs to fill-up all the required information like name, contact no. email id etc. After successful registration, USER can log in with the help of USER ID and Password provided by the Digital platform to manage their account.
   3. USER hereby agrees and understands that USER is responsible for maintaining the confidentiality of passwords associated with the account which USER uses to access the ONLINE SERVICES.
   4. Accordingly, the USER agrees that he/she will be solely responsible to TAXSUTRA for all activities that occur under USER’s account.
   5. If the USER becomes aware of any unauthorized use of his/her password or his/her account, the USER agrees to notify to the same to the TAXSUTRA immediately.

3. DISCLAIMER OF EXPERT- CLIENT RELATIONSHIP:

   1. Taxsutra makes available digital platform for its USER and Expert. TAXSUTRA neither creates nor responsible for Expert-client fiduciary relationship.
   2. During USERs use of ONLINE SERVICE, USER may come across and/or receive content - text, data, graphics, images, information, suggestions, guidance, opinions, reply notices, or other material – including information provided in response to USER’s particular query. However, the provision or exchange of such information does not create a licensed Expert-Client or any legal relationship, between that TAXSUTRA and USER.
   3. TAXSUTRA does not have an agency relationship with any expert. It only facilitates the communication between the expert and the USERS. Any electronic communication sent to TAXSUTRA alone will not create an expert-client relationship between the USER and TAXSUTRA, such being expressly denied.

4. EXPERT PROVIDER ON TAXSUTRA:

   1. TAXSUTRA takes every step to verify the Expert’s qualification and experience. however expert opinion, advisory, or any kind of services, TAXSUTRA makes no guarantees, representations, or warranties, whether expressed or implied, with respect to professional qualifications, quality of work, expertise, or other information provided by the Expert.
   2. In no event will TAXSUTRA be liable to the USER or anyone else for any decision made or action taken by the USER or anyone else on basis of the information, advisory, opinion, or recommendation provided on this digital platform or by using this ONLINE SERVICES. USER is hereby advised not to take financial, legal or any other decision based solely on the information, recommendation provided through this digital platform.

5. CONSULTATION FEES:

   1. TAXSUTRA’s ONLINE SERVICE is a platform that allows the USER to connect and consult with Experts. These Experts have prescribed fee while associating with TAXSUTRA for consultations to be provided to the USERs on Taxsutra’s platform. The TAXSUTRA provides a payment service to collect the consultation fees from the USER on behalf of the Expert. USER’s payment is processed through secure third-party payment gateway services.
   2. When USER uses ONLINE SERVICES or other paid services provided on TAXSUTRA’s digital platform, USER understands that TAXSUTRA will collect payment from such services from the USER on behalf of the expert providing the respective services. USER herewith acknowledges that TAXSUTRA is not liable for the treatment, advice, or opinion given during the consultation, advisory, response, etc. (or other paid service) and cannot be held liable.

6. CANCELLATIONS AND REFUNDS:

   1. Under certain circumstances, USER may be able to cancel a transaction and be eligible for a full and/or certain percentage refund of the payment made as mutually decided between Taxsutra and USER, including when:
      1. USER submitted a request to avail advice or consultation from a specific expert or request to change the Expert, and that expert is unable or unwilling or not yet answered or failed to respond to the query within the stipulated time for any reason,
      2. The expert declined to consult, resolve, answer or give an opinion on any specific issue or notice for any reason. (excluding due to unavoidable circumstances, technical glitch, and/or due to some prohibited laws or order or rules, etc.)
      3. When there is a delay in the services offered from TAXSUTRA’s side, beyond the time frame which is intimated to the USER, due to human error i.e., factors for which TAXSUTRA is solely responsible.
      4. If there has been duplication of payment in error.
   2. In either or all above situations only, USER required to send an e-mail to support@greentick.com email id along with the details of complaint. Upon receiving mail, the Senior Management at TAXSUTRA shall decide on whether the request for a refund should be processed, contingent on the reasons for such a request. TAXSUTRA reserves the right to take the final and binding decision concerning requests for a refund.
   3. If TAXSUTRA confirms USER's request for a refund, subject to the terms and conditions mentioned herein or elsewhere, TAXSUTRA will send an e-mail seeking the details required to refund the amount which may include USERS Bank Account details such as the account number and the IFS code of the branch in question. USER shall note that it will take a minimum of about 4-7 business days from the receipt of all such information to process the refund and initiate the transfer.
   4. TAXSUTRA reiterate once again that only the professional fees paid for ONLINE SERVICE shall be refunded (in certain percentage only after deduction), subject to the discretion of the Senior Management of TAXSUTRA.
   5. USER herewith agrees and confirms that the refund of any payment made to the TAXSUTRA shall not be proceed in case of non-satisfaction with the opinion, recommendation, advisory received from the expert or not meeting with the expectations of the USER on the TAXSUTRA’s digital platform in any form.

7. RECOMMENDATION FROM TAXSUTRA:

   TAXSUTRA hereby suggested/ requested to the USER that,

   1. Wherever required in order to fulfil USER’s needs, TAXSUTRA will facilitate a connection with a suitable professional such as chartered accountants or company secretaries, or lawyers. USER shall bear in mind that such professionals are not TAXSUTRA’s representatives, agents, or employees. TAXSUTRA’s digital platform and services are only one source of information among the many sources that are available to the USER. USER may wish to consider multiple sources in order to make an informed decision.
   2. USER shall not depend or rely upon or take any forward steps based on information or advisory received on this digital platform from any expert.
   3. USERS are urged to make their own independent investigation and evaluation of the expert being considered. USER shall take a second opinion to confirm the validity and recommendation received and after examination and satisfaction to himself then only proceed to take further steps at their own risk.
   4. USER shall not proceed to pay any liability or penalty or any dues advised in the reply, recommendation, or any advisory received through this platform from any expert.
   5. TAXSUTRA advised that sometimes, the law, legal requirements, tax slabs, deduction percentage, rules, and regulations are location specific and may differ from location to location. The general information or other material that would be available on a digital platform may not fit every situation or circumstance. TAXSUTRA in no way endorses the content or legality of any offers, statements, or promises made by experts on or off this platform.
   6. USERS are encouraged to use caution when reviewing any information submitted by experts. Although TAXSUTRA requires experts to comply with all regulations governing professional conduct, it is impossible for TAXSUTRA to monitor experts' integrity.
   7. Use of any information, suggestions, or recommendation appearing on this platform or received by using ONLINE SERVICE is solely at the user's own risk.

8. INTELLECTUAL PROPERTY RIGHT:

   1. Intellectual Property Rights means intellectual property owned by TAXSUTRA, of every sort, whether or not registered or registrable in India or any country, including intellectual property of kinds coming into existence after today; and including, among others, patents, trademarks, unregistered marks, designs, etc.
   2. Unless otherwise indicated, the ONLINE SERVICE is TAXSUTRA’s proprietary property and all source code, databases, functionality, software, website designs, audio, video, text, photographs, and graphics on the website or Digital platform (collectively, the “CONTENT”) and the trademarks, service marks, and logos contained therein (the “MARKS”) are owned or controlled by TAXSUTRA or licensed to TAXSUTRA and are protected by Copyright and Trademark laws and various other intellectual property rights.

9. EXCLUSION OF LIABILITY:

   1. TAXSUTRA shall not be liable in contract, tort, or otherwise for any damages, loss of revenue, business, anticipated savings or profits, loss of goodwill or data private/business or for any direct or indirect or consequential loss whatsoever, howsoever arising suffered in connection with any Service or outcome therefrom.
   2. Neither TAXSUTRA nor Expert make any guarantee and/or warranty that access to any Service or outcome therefrom will be uninterrupted, secure, complete, or error-free.
   3. TAXSUTRA shall not be liable for any penalties, interest, or fines assessed against USER by any government or regulatory authority by accessing, using the ONLINE SERVICES or resulting therefrom.
   4. TAXSUTRA’s total aggregate liability to the USER for any claim in contract, tort, negligence, or otherwise arising out of or in connection with the provision of the ONLINE SERVICES will be limited to the charges paid by USER for that particular opinion, advice, recommendation etc.
   5. TAXSUTRA’s total aggregate liability towards the subscriber for any claim in respect of the Services, contract, or otherwise shall be limited to the subscription fees paid by that USER for that particular period and service which is subject of any such claim.
   6. TAXSUTRA’s shall be liable only if any claim notified to the TAXSUTRA within 3 months of it arising.

10. USER REPRESENTATIONS:

    The USER hereby represents and warrants that,

    1. USER's usage, access to the ONLINE SERVICE or digital platform will not violate any applicable law or regulations.
    2. All registration, documents, and information that USER will submit shall be true, accurate, correct, uncut, non-fictitious, and complete; USER will maintain the accuracy of such information and promptly update such information as necessary.
    3. USER shall not misuse, defraud, mislead the information received on TAXSUTRA’s digital platform or from the Expert or through ONLINE SERVICE. USER debarred from the use of ONLINE SERVICE for any illegal, forbidden, or unauthorized purpose.
    4. If USER provides any information that is untrue, inaccurate, manipulated, wrong, not current, or incomplete, with deceitful intention, or misrepresented TAXSUTRA reserves the right- to refuse to respond or to suspend or to terminate USERs subscription and/or refuse to deliver any or all current or further services.
    5. USER shall be liable under appropriate law and order for making improper use of our support services or for submitting false reports, fake documents, edited photocopy’s/scan copies, misrepresentation, information or abuse, or misconduct.
    6. If USER provides information for another individual or person or body corporate (whether registered or not), USER should be doing so with the consensus of that individual after fully understanding the implications of this action. TAXSUTRA will not be held responsible if the USER is doing this without the knowledge/consensus of that person concerned.
    7. USER warrants that they are fully entitled under law to upload any or all contents, notices, issues, information as part of a profile or to avail services or otherwise on the TAXSUTRA’s digital platform while using any of ONLINE SERVICE. USER confirms that no such content breaches any third-party rights, including intellectual property rights.
    8. After receiving any response from the designated expert on the digital platform, USER agrees that the document received may only be used by that particular USER for his personal or business use or used by USER in connection with his client and may not be sold or redistributed or circulated with any third party without the express written consent of TAXSUTRA. Reselling or distributing without permission of TAXSUTRA amounts to violation of TAXSUTRA’s exclusive copyright and is liable to prosecution and/or any other appropriate legal consequences.
    9. USER agrees to use the ONLINE SERVICES only to post, send and receive messages and material that are proper and related to the particular Service. By way of example, and not as a limitation, USER agrees that while using ONLINE SERVICEs, USER shall not:
       1. Publish, post, upload, distribute or disseminate any inappropriate, profane, defamatory, infringing, obscene, indecent, or unlawful topic, name, material, or information. Upload files that contain software or other material protected by intellectual property laws (or by rights of privacy of publicity) unless you own or control the rights thereto or have received all necessary consents.
       2. Defame, abuse, harass, stalk, threaten, or otherwise violate the legal rights (such as rights of privacy) or others.
       3. Upload files that contain viruses, corrupted files, or any other similar software or programs that may damage the operation of another’s computer.

11. LIMITED RIGHTS:

    Subject to the terms and conditions of the Agreement, TAXSUTRA hereby grants to the USER a limited, revocable, non-exclusive, non-transferable right to use and access the ONLINE SERVICE via the TAXSUTRA during the term solely for the internal business purposes and any other limitations, as applicable, set forth. TAXSUTRA hereby reserves all rights not expressly granted to the USER in the Agreement.

12. ONLINE CONSULTATION:

    1. Experts are solely responsible for the interactions with USER via TAXSUTRA’s ONLINE SERVICE platform. As a professional service provider, expert agrees to perform their services and fulfill their obligations towards the USER to the best of their skills and ability.
    2. Any notice, issue, problem, document, information, message or communication, or content sent by a USER to the expert via TAXSUTRA’s ONLINE SERVICE platform is based solely on information uploaded by the USERS. TAXSUTRA is not responsible for any incompleteness or inaccuracy of such information, including if, as a result of the inaccuracy, a communication is sent to an unintended recipient.

13. CONFIDENTIALITY:

    1. TAXSUTRA makes every effort to maintain the confidentiality of any information, documentation submitted by USERS on the digital platform, and a database of the expert. The USER is however warned that the use of the internet or e-mail for confidential or sensitive information is susceptible to risks that inevitably arise on this medium.
    2. Additionally, because TAXSUTRA cannot control the conduct of others, cannot guarantee that this information will remain confidential. Please use caution in deciding what information to input into the System. Do not make any confessions or admissions. Subscribing experts using this service should refrain from asking any USER to reveal any specific or confidential information through the service. TAXSUTRA is not responsible for the release or improper use of such information by USERS or any release due to error or failure in the System.

14. INDEMNIFICATION:

    1. The USER agrees that TAXSUTRA is not responsible for any harm that his/her use of this service may cause. The USER agrees to indemnify, defend, and hold TAXSUTRA harmless from and against any or all liability and costs incurred in connection with any loss, liability, claim, demand, damage, and expenses arising from or in connection with the contents or use of the service.
    2. The USER agrees that this defense and indemnity shall also apply to any breach by the USER of the agreement or the foregoing representations, warranties, and covenants.
    3. The USER further agrees that this defense and indemnity shall include without limitation of expert’s fees and costs. The USER also agrees that this defense and indemnity shall apply to TAXSUTRA, its founders, officers, and employees.
    4. TAXSUTRA reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by the USER and the USER shall not, in any event, settle any matter without the written consent of TAXSUTRA.

15. CORRECTION AND MODIFICATION:

    1. There may be information on the TAXSUTRA’s ONLINE SERVICE platform that contains typographical errors, inaccuracies, or omissions, including descriptions, pricing availability, and various other information, TAXSUTRA reserves the right to correct any errors, inaccuracies, or omissions and to change or update the information on the site at any time without prior notice.
    2. TAXSUTRA reserves the right to change, modify or remove the contents, offers, name of an expert, kinds of services or refuse to answer to the query raised, at any time for any reason at TAXSUTRA’s own discretion without notice. TAXSUTRA also reserves the right to modify, change fees structure, refute to respond, remove expert’s option or discontinue all or part of the services without notice, at any time.
    3. TAXSUTRA shall not be liable to the USER or any third party for any modification, price change, expert change, suspension, or discontinuous of the service. It is the USER’s responsibility to periodically review these Terms and Conditions to stay informed of updates.

16. GOVERNING LAW AND JURISDICTION:

    Any controversy or claim arising out of or relating to this Agreement or TAXSUTRA’s ONLINE SERVICES shall be settled by binding arbitration in accordance with the laws of India. Any such controversy or claim shall be arbitrated on an individual basis, and shall not be consolidated in any arbitration with any claim or controversy of any other party. Any other dispute or disagreement of a legal nature will also be decided following the laws of India, and the Courts of PUNE shall have jurisdiction in all such cases.

17. FORCE MAJEURE:

    TAXSUTRA shall not be liable for any failure or unavailability of the ONLINE SERVICE or website as a result of the loss or destruction of data, the deletion or corruption of storage media, power failures, damages, unavailability of suppliers, or any other event beyond its control or occurs due to act of god or by an unnatural event.

18. INVALIDITY:

    If any one or more of the provisions contained in this T&C Agreement should be determined to be invalid, illegal, or unenforceable in any respect, the validity, legality, and enforceability of the remaining provisions of the Agreement shall not in any way be affected or impaired thereby.