Privacy Policy

This Master Subscription and Services Agreement ("Agreement") governs your use of the services provided by Supreme Tax Tribute Private Limited hereinafter referred to as "Tax Tribute." By using our services you agree to comply with the terms outlined in this Agreement creating a binding contract between you (the "Customer") and Tax Tribute.

Acceptance of Terms

By performing any of the following actions you agree to be bound by the terms of this Agreement:

Executing an order form that references this Agreement;
Clicking a box indicating acceptance of this Agreement; or
Using the services provided by Tax Tribute.

If you accept this Agreement on behalf of a company or other legal entity, you represent that you have the authority to bind that entity and its affiliates to these terms and conditions. In this case, the term "Customer" will refer to the entity and its affiliates. If you do not have such authority or if you do not agree with these terms and conditions, you must not accept this Agreement and may not use the services.

Definitions

“Affiliate” shall mean in relation to any person:
1. If that person is an individual, any person who is a relative of such person; and
2. If that person (the “Subject Person”) is other than a natural person, any other person that either directly or indirectly through one or more intermediate persons controls, is controlled by, or is under common control with the Subject Person. “Control” means the power to direct the management or policies of a person, directly or indirectly, whether through the ownership of over fifty percent (50%) of the voting power of such person or through the power to appoint over half of the members of the board of directors or similar governing body of such person, or through any other arrangements. And the words “Controls” or “Controlled by” or “Controlling” shall be construed accordingly.
“Agreement” means this Master Subscription and Services Agreement, any Order Form, addenda, exhibits, and supplements thereto.
“Applicable Law” means any law, statute, rule, regulation, order, circular, decree, directive, judgment, decision, or other similar mandate of any applicable central, national, state, or local governmental authority having competent jurisdiction over or application to a party or subject matter in question.
“Assisted Services” means services in relation to tax filing, management, and assistance thereto.
“Customer Data” means any content, materials, documents, data, and information submitted by or for the Customer, including any data generated, derived, processed, stored, or transmitted thereof.
“Customer” means, in the case of an individual accepting this Agreement on his or her own behalf, such individual; or, in the case of an individual accepting this Agreement on behalf of a company or other legal entity, the company or other legal entity for which such individual is accepting this Agreement and Affiliates of that company or entity (for so long as they remain Affiliates). It includes users of the Services.
“Malicious Code” means code, files, scripts, agents, or programs intended to do harm, including, for example, viruses, worms, time bombs, and Trojan horses.
“Non-Tax Tribute Application” means a web-based, mobile, offline, or other software application functionality that interoperates with a Service that is provided by the Customer or a third party.
“Order Form” means an ordering document or online order specifying the Services to be provided hereunder that is entered into between the Customer and Tax Tribute, including any addenda, exhibits, and supplements thereto. By entering into an Order Form hereunder, an Affiliate agrees to be bound by the terms of this Agreement as if it were an original party hereto. For the instances where the Customer avails the Services of Tax Tribute through a Reseller, Order Form shall deem to mean a document entered into between a Reseller and Tax Tribute specifying the Services to be provided by Tax Tribute and the charges payable by the Reseller.
“Technical Services” means migration, implementation, integration, training, or consulting services made available by Tax Tribute under the applicable Order Form.
“Reseller/Distributor” means a third party authorized by Tax Tribute in writing to sell Services.
“Services” means Subscription Services, Assisted Services, and Technical Services, and exclude any Non-Tax Tribute Applications.
“Software” means Tax Tribute’s proprietary software including but not limited to Tax Tribute ASP, GSP, GST compliance software, Tax Tribute E-way bill software, and Tax Tribute E-Invoicing software as provided by Tax Tribute to the Customer pursuant to an Order Form.
“Subscription Services” means any services provided by Tax Tribute to the Customer, including the subscription to Software and related support made available by Tax Tribute to the Customer under the applicable Order Form.

Tax Tribute’s Responsibilities

Provision of Subscription Services. Subject to terms of this Agreement and payment of the charges, Tax Tribute will (a) make the Subscription Services available to the Customer pursuant to the applicable Order Form; (b) provide applicable Tax Tribute standard support for the Subscription Services to the Customer.
Protection of Customer Data. Tax Tribute will maintain appropriate administrative, physical, and technical safeguards for protection of the security, confidentiality, and integrity of Customer Data to prevent unauthorized access to Customer Data.

Use of Subscription Services

Subscriptions. Subject to the terms of this Agreement and payment of charges, Tax Tribute grants the Customer a limited, non-exclusive, non-transferable right to access the Subscription Services. Subscription Services are purchased as subscriptions for the term stated in the applicable Order Form.
Usage Limits. Subscription Services are subject to usage limits specified in Order Forms. If the Customer exceeds a contractual usage limit or if the Customer uses the Subscription Services beyond the term of the Order Form and/or this Agreement, the Customer will execute an Order Form for additional quantities of the applicable Subscription Services promptly upon Tax Tribute’s request and/or pay additional amounts for excess usage in accordance with the “Invoicing and Payment” section below, regardless of whether such excess usage is beyond the term of the Order Form and/or this Agreement. For instances where the Customer has availed the Services through a Reseller, Reseller shall request for additional quantities of the applicable Subscription Services for the Customer and pay applicable charges as agreed between Reseller and Tax Tribute.
Customer Responsibilities. The Customer shall (a) be responsible for compliance with this Agreement and Order Forms; (b) be responsible for the accuracy, quality, and legality of the Customer Data, the means by which the Customer acquired the Customer Data, the Customer’s use of the Customer Data with the Services, and the interoperation of any Non-Tax Tribute Applications with which the Customer uses Subscription Services; (c) prevent unauthorized access to or use of Subscription Services and notify Tax Tribute promptly of any such unauthorized access or use; and (d) be responsible for all activities that occur under its usernames, passwords, or accounts, or as a result of the Customer’s access to the Services and agrees that Tax Tribute is not responsible for any harm caused by users, including individuals who were not authorized to have access to the Services but who were able to gain access from the Customer’s user credentials.
Usage Restrictions. The Customer shall not (a) make any Subscription Service available to anyone other than the Customer or users, or use any Subscription Service for the benefit of anyone other than the Customer or its Affiliates, unless expressly stated otherwise in an Order Form; (b) sell, resell, rent, license, sublicense, distribute, make available any Subscription Service or include any Subscription Service in a service bureau or outsourcing offering; (e) interfere with or disrupt the integrity or performance of any Subscription Service or third-party data contained therein; (f) attempt to gain unauthorized access to any Subscription Service or its related systems or networks; (g) permit direct or indirect access to or use of any Subscription Services in a way that circumvents a contractual usage limit, or use any Subscription Services to access or use any of Tax Tribute intellectual property except as permitted under this Agreement or Order Form; (h) modify, copy, or create derivative works based on a Subscription Service or any part, feature, function, or user interface thereof; (i) disassemble, reverse engineer, reproduce, distribute, republish, or decompile a Subscription Service; (j) remove or modify any program markings or any notice of Tax Tribute’s or its licensors’ proprietary rights; (k) perform or disclose any benchmark or performance tests of the Services; (l) access Subscription Services to (1) build a competitive product or service, (2) build a product or service using similar ideas, features, functions, or graphics of the Service, (3) assist a third party in building or supporting products or Services competitive to Tax Tribute, or (4) copy any ideas, features, functions, or graphics of the Service.
The Customer’s use of Services shall be subject to terms and conditions of use and privacy policy as updated from time to time by Tax Tribute.

Non-Tax Tribute Applications

Any acquisition or use by the Customer of Non-Tax Tribute Application and any exchange of data between the Customer and any Non-Tax Tribute Application is solely between the Customer and the applicable Non-Tax Tribute Application provider. Tax Tribute does not warrant or support Non-Tax Tribute Applications or other Non-Tax Tribute products or services, whether or not they are designated by Tax Tribute as “certified” or otherwise. Tax Tribute is not responsible for any disclosure, modification, or deletion of the Customer Data resulting from access by such Non-Tax Tribute Application or its provider. Tax Tribute assumes no responsibility in relation to any services availed by the Customer from a Non-Tax Tribute Application, and the Customer agrees and undertakes to indemnify and hold Tax Tribute harmless from any claim, loss, liability arising out of or in connection with or in relation to any such services being availed by the Customer.

Technical Services

Subject to payment of applicable charges, Tax Tribute may make available for Customer Technical Services as set forth in the applicable Order Form. Customer shall render necessary assistance to Tax Tribute in order for Tax Tribute to fulfil its responsibilities as set forth in this Agreement and the applicable Order Form. Unless otherwise stated in the applicable Order Form, all Technical Services under this Agreement are deemed accepted by Customer upon delivery.

Assisted Services

The Customer shall ensure that all the information provided for availing Assisted Services is (a) provided promptly; (b) true; (c) accurate; and (d) complete.
The Customer acknowledges and agrees that (a) the scope of services set out in the Order Form is comprehensive and complete; (b) the Assisted Services, including deliverables, if any, are provided solely for the benefit of the Customer; (c) it shall not disclose the deliverables or extend the benefit of the Assisted Services to anyone else; (d) it shall be solely responsible for maintenance, custody, and archival of the statutory books of accounts, other registers, and records; (e) it shall assist with error summary generated after validation checks; (f) it shall notify Tax Tribute promptly of any change in the nature of its business or any information provided to Tax Tribute; (g) it shall assign competent personnel to coordinate with and provide requisite information to Tax Tribute; (h) Tax Tribute shall follow the positions and rates adopted by the Customer, however, such adoption shall not be considered as Tax Tribute’s acceptance or validation or correctness of the positions adopted by the Customer; (i) Tax Tribute will rely on the information, documents, or data provided by the Customer and the Customer shall be solely responsible for any consequences that may arise from delay in provision of such information or any incompleteness or inaccuracy in the information provided; (j) Tax Tribute does not provide tax, legal, or accounting advice, and Tax Tribute’s services are not intended to provide and should not be relied on for tax, legal, or accounting advice, and Tax Tribute disclaims all liabilities that may arise thereof.
The Customer acknowledges and agrees that Assisted Services rendered by Tax Tribute, directly by itself or through any of its employees or third parties, shall specifically exclude (a) deposit or payment of tax liability payable by the Customer or engage in offsetting of liability on the Customer’s behalf; (b) verifying the authenticity, accuracy, or completeness of the information provided by the Customer; (c) issuance of any chartered accountant’s certificate with respect to tax or other related returns, audits, or information; (d) any services prohibited to be provided by a company under Applicable Law, including the Chartered Accountants Act, or under the applicable rules, regulations, guidelines, and code of ethics of the Institute of Chartered Accountants of India; (e) providing any audit, assurance, or certification services, including that are required to be provided exclusively by a chartered accountant or cost accountant; (f) representing the Customer or rendering any dispute resolution or litigation services before any statutory, tax, or regulatory authorities, or in any form or manner; (g) expression of any opinion or views as to the manner in which any regulatory, government, or judicial authority in India or elsewhere in the world interprets or addresses any issues in relation to the Assisted Services; (h) identification of matters that need consultation or advice or recommendation from a professional consultant or counsel; (i) attestation, including digital attestation of any document on behalf of the Customer; (j) verification of harmonized system of nomenclature codes or similar codes provided by the Customer; (k) determining any ineligible input tax credit under the relevant legislation; (l) filing of any tax returns using the Customer’s digital signing certificate; and (m) obtaining regulatory or GSTN approvals on the Customer’s behalf.
Nothing herein shall be construed to mean that Tax Tribute warrants or undertakes that the statutory, government authorities, judicial or quasi-judicial bodies will concede or ratify the Assisted Services. Tax Tribute will not be responsible for any notices, claims, queries, clarifications, inconsistencies that may be notified by any authority or otherwise. Tax Tribute will not be responsible to address any legal matters or questions of law.
Tax Tribute may use external consultants, each of which is a separate and independent legal entity, to provide Assisted Services.

Charges and Payment

Charges. The Customer shall pay the charges specified in Order Forms. Except as otherwise specified herein or in an Order Form (a) charges are based on the Services and subscriptions purchased and not on actual usage; and (b) payment obligations are non-cancellable and charges paid are non-refundable.
Invoicing and Payment. Unless otherwise stated in the Order Form, all charges will be invoiced in advance and are payable within seven (7) days from the invoice date. The Customer shall be responsible for providing complete and accurate billing and contact information to Tax Tribute and notifying Tax Tribute of any changes to such information.
Unless otherwise stated in the Order Form, all invoices will be sent via email to the Customer’s email address registered with Tax Tribute.
If any invoiced amount is not received by Tax Tribute within the due date, then without limiting Tax Tribute’s rights or remedies, Tax Tribute may levy interest at the rate of 2% of the outstanding balance per month.
Suspension of Service. If any invoiced amount owed by the Customer under this or any other agreement for Services is thirty (30) days or more overdue, Tax Tribute may suspend Services until such amounts are paid in full, provided that Tax Tribute will give the Customer at least ten (10) days prior notice that its account is overdue before suspending services to the Customer.
Taxes. Tax Tribute’s charges do not include any taxes. The Customer shall be responsible for paying all taxes associated with its purchases hereunder.
If a Customer avails or purchases any Services through a Reseller, then such the Customer shall be liable to pay for such Services to the Reseller. However, the Customer shall continue to be liable to pay for Services purchased directly from Tax Tribute.
If a the Customer avails or purchases any Services through a Reseller and (a) such Reseller notifies Tax Tribute of such Customer’s failure to pay amounts due to Reseller with respect to a Service; or (b) such Reseller fails to pay any amounts due to Tax Tribute; then Tax Tribute at its sole and absolute discretion may suspend or terminate the Services or terminate the Services being provided to the Customer. The Customer consents to such suspension and termination rights and acknowledge and agrees that Tax Tribute shall not be liable to the Customer to provide any Services to the Customer. The Customer’s sole recourse with respect to any such suspension or termination shall be against the Reseller.

Proprietary Rights

As between Tax Tribute and the Customer, the Customer owns all of Customer’s Data and all intellectual property related to Customer’s Data. Notwithstanding anything to the contrary contained herein, the Customer hereby agrees, covenants, consents, and grants Tax Tribute, its Affiliates, and its third-party service providers all the rights to host, use, process, analyse, derive, store, display, and transmit Customer Data, including for providing the Services in accordance with this Agreement. Customer represents that it has and warrants that it shall maintain all rights as required to allow Tax Tribute, its Affiliates, and its third-party service providers to compile, use, store, process, analyse, derive, and retain Customer Data, including without limitation in combination with other Tax Tribute customers’ data.
Subject to the limited rights expressly granted hereunder, Tax Tribute shall retain all right, title, and interest in and to the Services and all technology utilized by Tax Tribute to provide the Services, including any and all patents, copyrights, trademarks, trade names, trade secrets, and other intellectual property rights relating to, embodied by, or incorporated in any of the foregoing, including any updates, upgrades, enhancements, modifications, or improvements made to or derivatives of the Services. If the Customer provides Tax Tribute with any feedback regarding any Services, Tax Tribute may use all such feedback without restriction. No rights are granted to the Customer hereunder other than as expressly set forth herein.

Confidentiality

The Parties shall endeavour to protect Confidential Information. In the context of the relationship under this Agreement, each party (“Disclosing Party”) may disclose to the other party (“Receiving Party”) certain confidential information that has been marked “confidential” or with words of similar meaning at the time of disclosure by such party (“Confidential Information”). Tax Tribute’s Confidential Information shall deem to include, without limitation, the pricing of Services, business proposals, technical documentation, integration methodologies, technical data, methods, processes, know-how, and inventions. Confidential Information shall not include information that Receiving Party can show: (a) was already lawfully known to or independently developed by Receiving Party without access to or use of Confidential Information; (b) was received by Receiving Party from any third party without restrictions; (c) is publicly and generally available free of confidentiality restrictions; or (d) is required to be disclosed by law, regulation, or is requested in the context of a law enforcement investigation.

Representations, Warranties, and Disclaimers

Each party represents and warrants that: (a) it is duly organized under Applicable Law and has sufficient authority to enter into this Agreement; (b) the person entering into this Agreement is authorized to sign this Agreement on behalf of such party; and (c) the execution and performance under this Agreement does not conflict with any contractual obligations such party has to any third party.
The Customer represents and warrants that: (a) all information which has been given by the Customer or on behalf of the Customer by the Reseller to Tax Tribute with respect to the Customer is true, accurate, and complete in all respects; (b) it shall maintain all rights, privileges, and licenses as required to allow Tax Tribute, its Affiliates, and its third-party service providers to compile, use, store, process, analyse, derive, and retain the Customer Data; (c) it has obtained all governmental authorizations, consents, and approvals, and corporate approval and other consents as required under Applicable Law for the execution and performance of this Agreement have been obtained and continue in force; (d) it shall pay the charges set out under applicable Order Form in a timely manner and in accordance with the terms of this Agreement; (e) it has reviewed the Services of Tax Tribute and that its purchase and use of the Services shall not be in breach of Applicable Laws; (f) it is duly authorised to conduct its business under Applicable Laws; (g) the execution, delivery, and performance of this Agreement by the Customer shall not (i) violate or conflict with its organizational or constitutional documents, and (ii) constitute a violation of Applicable Law; (h) there are no legal, quasi-legal, administrative, or other proceedings, claims, actions, or governmental investigations of any nature pending against the Customer or to which the Customer’s assets or properties are subject, and the Customer has not received any notice or intimation of any such proceeding, claim, action, or governmental investigation against it, in each case which relates in any manner to this Agreement or which could otherwise adversely impact its ability to undertake its obligations under this Agreement; and (i) the Customer has not, and nor any Associated Persons or former Associated Persons has directly or indirectly:
1. Violated or is in violation of Money Laundering Laws, Anti-Bribery Laws, or rules, regulations, guidelines of the OFAC (“OFAC Regulations”) and other applicable anti-corruption Laws; or
2. Made, offered, or promised to make, or authorized the payment or giving of money or anything else of value to any (i) executive, official, employee, or person acting in an official capacity for or on behalf of a government department, government agency, or a government-controlled entity, or a public international organization (e.g. the International Monetary Fund or the World Bank); or (ii) political party or official thereof, or candidate for political office (each of the foregoing a “Government Official”); or (iii) any other person while knowing that all or some portion of the money or value will be offered, given, or promised to a government official for the purposes of obtaining or retaining business or securing any improper advantage, or in other circumstances when such offer, payment, or promise would be unlawful; or been subject to any investigation by any Governmental Authorities or regulators with regard to any actual or alleged breach of any relevant anti-corruption law. Provided that in the case of former Associated Persons, such action took place whilst the former Associated Person was an Associated Person.
Neither the Customer nor any of its current or former Associated Persons is or has been the subject of any investigation, inquiry, or litigation, administrative or enforcement proceedings by any Governmental Authority or any customer regarding any offence or alleged offence under Anti-Bribery Laws or Money Laundering Laws, and no notice has been received that such investigation, inquiry, or proceedings have been threatened or are pending, and there are no circumstances likely to give rise to any such investigation, inquiry, or proceedings.
The Customer is not (i) currently identified on the Specially Designated Nationals and Blocked Persons List maintained by the OFAC and/or on any other similar list maintained by OFAC or any other U.S. governmental agency pursuant to any authorising statute, executive order, or regulation; and (ii) a Person with whom a citizen of the United States is prohibited to engage in transactions by any trade embargo, economic sanction, or other prohibition of United States law, regulation, or executive order of the President of the United States.

Indemnification

Notwithstanding anything contained in this Agreement, the Customer shall defend, indemnify, and hold harmless Tax Tribute (and its affiliates, officers, directors, and employees) upon demand from and against any and all damages, actions, proceedings, claims, demands, costs, losses, liabilities, diminution in value, loss of earnings, profits and revenue, opportunity costs, expenses (including court costs and reasonable attorneys’ legal fees) in connection with, arising out of, or in relation to (i) breach or non-compliance of its obligations, consents, grants, undertakings, representations, or warranties; and (ii) misrepresentation, negligence, fraud, wilful concealment, and misconduct; (iii) misuse of the Services and products of Tax Tribute for any illegal or unauthorised purposes; (iv) any injuries to persons or damage to property, body, business, character, reputation, including theft resulting from the acts or omissions of the Customer; (v) any claims by a third party on Tax Tribute for the acts committed or omitted by the Customer; (vi) any violation of municipal, state, or central laws governing the Services and products or their sale that may result from such act or omission by the Customer.

Limitation of Liability

IN NO EVENT SHALL TAX TRIBUTE, ITS DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATES, OR AGENTS BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, DATA, OR DATA USE ARISING OUT OF OR RELATING TO THE SERVICES OR THE ARRANGEMENTS BETWEEN THE PARTIES. NOTWITHSTANDING ANYTHING CONTAINED IN THIS AGREEMENT, THE CUMULATIVE MAXIMUM LIABILITY OF TAX TRIBUTE, ITS DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATES, OR AGENTS, WHETHER IN CONTRACT OR TORT OR DAMAGES OR INDEMNIFICATION CLAIMS OR NEGLIGENCE, BY STATUTE OR OTHERWISE, INCLUDING ARISING OUT OF THE WORK OR DELIVERABLES OR SERVICES COVERED BY THIS AGREEMENT AND REGARDLESS OF THE THEORY OF LIABILITY, SHALL BE LIMITED TO PAYMENT OF INCURRED AND SUFFERED DIRECT DAMAGES ONLY AND SHALL IN NO EVENT EXCEED TWENTY-FIVE PERCENT OF THE CHARGES RECEIVED BY TAX TRIBUTE FROM THE CUSTOMER.

Term and Termination

Term: This Agreement commences on the date the Customer first accepts it and unless terminated earlier in accordance with the terms of this Agreement, shall continue until all the Subscription Services hereunder have expired or the Services have been rendered.
Term of Subscriptions: The term of each subscription shall be as specified in the applicable Order Form (“Initial Term”). The subscriptions will automatically renew for additional periods equal to the expiring subscription term (“Renewal Term”) unless (a) a renewed Order Form is executed with revised terms and charges; or (b) either party notifies the other party no less than thirty (30) days prior to the end of the Initial Term or any Renewal Term that it has elected not to renew the Order Form or the Agreement; or (c) Tax Tribute intimates revision in the terms and charges post the Initial Term. Unless otherwise stated in an Order Form, the renewal charge shall increase by ten (10) percent of the applicable charges in the immediately preceding Order Form.
Termination: Tax Tribute may terminate this Agreement (a) if the Customer commits a breach of any of the terms and conditions of this Agreement which if capable of cure or remedy is not cured or remedied by the Customer within a period of thirty (30) days from the date of issue of notice by Tax Tribute informing the Customer of such breach; or (b) by providing thirty (30) days prior written notice to the Customer. Non-payment of invoiced amount within the applicable due date shall constitute material breach of this Agreement. Tax Tribute may terminate this Agreement forthwith in the event (a) Tax Tribute or the Customer is restricted, prohibited, or constrained under Applicable Law from continuing to provide or avail Services respectively under this Agreement; (b) the Customer acts in violation of Applicable Law; (c) the Customer is adjudicated bankrupt, or if a receiver or a trustee is appointed for it or for a substantial portion of its assets, or if any assignment for the benefit of its creditors is made, and such adjudication, appointment, or assignment is not set aside within 90 (ninety) days; or (d) liquidation proceedings are initiated either voluntarily or compulsorily against the Customer.
Effects of Termination: Upon any termination or expiration of this Agreement, Tax Tribute will cease to provide the Services, and all outstanding charges due under an Order Form shall be required to be paid immediately. All charges due under an Order Form are non-cancellable and non-refundable.
Notwithstanding anything contained in Clauses 13.1 – 13.4, the term of Services purchased and or availed by the Customer through a Reseller shall be as specified in the document executed between Reseller and Tax Tribute.
The Customer agrees and consents that Tax Tribute may refer to it as a customer of Tax Tribute in its communications and marketing materials, including by displaying the Customer’s name and logo on Tax Tribute’s website and other marketing materials.

General Provisions

Tax Tribute may use third-party service providers, including application service providers, hosting service providers, and system integrators for rendering Services.
Tax Tribute shall be excused from performance hereunder without any liability to the extent that performance is prevented, delayed, or obstructed by circumstances beyond its reasonable control. Such circumstances may be including, but not limited to, an act of God, act of government, flood, fire, earthquake, civil unrest, act of terror, strike, or other labor problem, Internet service provider failure, delay, Non-Tax Tribute Application, denial of service attack, a virus attack on the Customer’s system leading to disruption, issues with FTP access from the Customer’s system, emergency maintenance, upgrades, or government restrictions (including the denial or cancellation of any licenses).
Tax Tribute shall have no responsibility or liability in relation to failure of any activity if such activity may have been initiated by a third party or by the Customer itself and that has failed or delayed on account of the process of authentication and acceptance of taxpayer/s data by GST System or otherwise, including but not limited to failure or delay as a result of network or connectivity failure, device or application failure, GST’s System’s failure, possible down time at GST System’s end, or any other technical or non-technical error of any nature, whether foreseen or unforeseen at the time of entering into this Agreement.
The Customer agrees and undertakes that during the Term and for a period of one year thereafter, it shall not directly or indirectly, either individually or otherwise, solicit or induce, attempt to solicit or induce, divert, hire, retain (including as a consultant), any employee, officer, agent, director, contractor, business partner, or such other persons of Tax Tribute (“Tax Tribute Personnel”) or any former Tax Tribute Personnel engaged with Tax Tribute in the preceding twelve months.
The Customer agrees and undertakes that during the Term and for a period of one year thereafter, it shall not directly or indirectly, either individually or otherwise, solicit or induce, attempt to solicit or induce, divert any customer of Tax Tribute for provision of services which are same, similar, or competes with (whole or in part) the Services.
Planned Downtime: Tax Tribute may shut down the Services to perform planned maintenance or to upgrade the Services. To the extent possible and reasonable, Tax Tribute may provide at least 48 hours of notice for such downtime. For the avoidance of doubt, planned downtime will exclude any emergency maintenance undertaken by Tax Tribute, which shall be endeavoured to be undertaken during the non-business hours during weekends.
Anti-Corruption. The Customer agrees and confirms that it has not received or been offered any illegal or improper bribe, kickback, payment, gift, or thing of value from an employee or agent of Tax Tribute in connection with this Agreement.
Entire Agreement and Order of Precedence. This Agreement, along with the Order Forms, represents the entire agreement between the Parties regarding the subject matter hereof and supersedes and prevails over any and all other agreements between the Parties, including any Customer's vendor registration form, policies, code of conducts, guidelines, whether written or oral, whether executed prior to or subsequent to this Agreement and/or Order Form, whether or not contrary to this Agreement and/or Order Form regarding the subject matter hereof. For clarity, the provisions of this Agreement supersedes and prevails over any earlier or incidental or any subsequent non-disclosure or confidentiality agreements, purchase orders, Customer's vendor registration form, policies, code of conducts, guidelines, or any other Customer documentation (excluding Order Forms). In the event of any conflict or inconsistency among the following documents, the order of precedence shall be: (1) the applicable Order Form; (2) this Agreement; and (3) Terms of Use and Privacy Policy.
Relationship. The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the parties.
Waiver. No failure or delay by either party in exercising any right under this Agreement will constitute a waiver of that right.
Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision will be deemed null and void, and the remaining provisions of this Agreement will remain in effect.
Assignment. The Customer shall not assign any of its rights and obligations under this Agreement without the prior written consent of Tax Tribute. Tax Tribute may in its sole and absolute discretion assign, novate, transfer, or otherwise dispose of any or all of its rights and obligations under this Agreement or any part thereof, including but not limited to the right to payments, to any of its Affiliates, successors, associates, or any other third parties or Persons, in order to exercise any of the rights or perform any of the obligations under this Agreement, and the Customer shall at Tax Tribute’s intimation enter into an appropriate agreement with such Affiliates, successors, associates, or any other third parties or Persons in such form as Tax Tribute may specify in order to enable Tax Tribute to exercise its rights pursuant to this Clause. A change in the legal status of Tax Tribute shall not affect the validity of this Agreement, and this Agreement shall be binding on any successor to Tax Tribute.
Governing Law and Jurisdiction. This Agreement shall be governed by and construed in accordance with the laws of India without regard to conflict of law principles. The courts, tribunals, councils, forums, and other dispute resolution bodies at New Delhi, India shall have the exclusive jurisdiction to adjudicate upon any or all disputes arising out of or in connection with this Agreement.
Notice: The Customer shall direct notices under this Agreement to the following address:
Supreme Tax Tribute Private Limited (aka Tax Tribute)
Registered office: 912, New Delhi House, Barakhamba Road
PIN- 110001
Email: info@taxtribute.com