TERMS AND CONDITIONS OF USE
These Terms and Conditions of Use (the “Terms”) govern the use of or access to the website https://lander.cleartax.in/health-benefit-plan (hereinafter the “Platform”) and the Services, by the User (hereinafter “you” or “your”). The Platform is provided by Defmacro Software Private Limited (hereinafter “Company” or “our” or “we” or “us”) a company incorporated under the Companies Act 2013, having its registered office at B-3 Lower Ground Floor, School Lane, Naraina Vihar, New Delhi 110028 and Corporate Office at AMR Tech park First Floor, Block-2A, 87/1, Hosur Main Road, Bangalore 560068.
User and Company are each a “Party” and collectively the “Parties”.
These Terms are an electronic record in terms of Indian Information Technology Act, 2000 and rules there under as applicable and the amended provisions pertaining to electronic records in various statutes as amended by the Indian Information Technology Act, 2000. This electronic record is generated by a computer system and does not require any physical or digital signatures.
These Terms are published in accordance with the provisions of Rule 3 (1) of the Indian Information Technology (Intermediaries guidelines) Rules, 2011 and Rule 4 of the Information Technology (Reasonable security practices and procedures and sensitive personal data or information) Rules, 2011 of Information Technology Act, 2000 amended through Information Technology Amendment Act, 2008 that require publishing the Terms of Services and practices for access or usage of Platform and Services. These Terms constitute a binding and legally enforceable contract between the Company and User (as defined below).
By registering or using the Platform you agree to be bound by the Terms. If you are using the Platform on behalf of an organization, you are agreeing to the Terms on behalf of that organization (in which event, “you”, “your” or “User” will refer to that organization). You represent that you are at least 18 years of age and have not been previously suspended or removed by the Company, or disqualified for any other reason, from availing the Services or using the Platform. In addition, you represent and warrant that you have the right, authority and capacity to enter into this agree to the Terms and to abide by them. You shall not impersonate any person or entity, or falsely state or otherwise misrepresent your identity, age or affiliation with any person or entity. In the event of any violation of the Terms, Company reserves the right to suspend or permanently prevent you from availing Services or using the Platform.
IF YOU DO NOT AGREE TO BE BOUND BY THESE TERMS, YOU MUST NOT USE THE PLATFORM.
We may modify the Terms via email or by posting notice on any part of the Platform or in any other manner. Accordingly, we encourage you to kindly continue to review the Terms whenever accessing or using the Platform to be continuously aware of the changes that we may be carrying out to these Terms.
If you have any comments or questions regarding the Terms, or wish to report any violation of the Terms, you may contact us at firstname.lastname@example.org.
Last Updated: 14/09/2020
The Platform interalia provides Users with
a) an option to purchase health benefit plans and other products or services from third party service providers.
b) Maintain a record of your information and transactions in a secure and confidential manner.
Except for providing the Platform, we do not offer any products or services directly. All the products or services including any health benefit plan is provided by a third party service provider and you shall purchase or avail the same in accordance with terms and conditions of such third party service providers. As we do not provide any such products or services we disclaim any liability on account of any loss or damage that you may incur by virtue of purchasing/using/availing such products or services.
We reserve the right to add, modify or discontinue, temporarily or permanently, the Services (or any part thereof) with or without cause. We shall not be liable for any such addition, modification, suspension or discontinuation of the Services.
2. Sign-Up and Consent
a) To avail the Services, you may have to provide us with necessary details including but not limited to name, email id, phone number, educational or professional qualification, photo, business name, business address, nature of business, GSTIN, PAN, TAN, bank account details, UPI ID, number of employees, and/or other payment related details, etc .
b) To avail the Services, you may further be required to provide details pertaining to your employees. The details including but not limited name, email id, phone number, age, date of birth, gender, parents’ name, spouse name, names of children, relationship, educational or professional qualification, address, and other credentials.
c) You agree to provide the above stated information or such other information as may be necessary to provide the Services, at the time of sign-up or at any subsequent stage.
d) You warrant to provide true, accurate, current and complete information about yourself and your employees and you agree to not misrepresent your identity or your account information. You agree to keep your account information up to date and accurate.
e) You may upload information relating to details of other third parties and your employees their bank account details, UPI ID, and/or other payment related details and such other information, on the Platform. You should ensure that any such information with respect to third parties and your employees is uploaded only after obtaining express consent from them for using their information on the Platform. Further you shall seek consent from such persons to receive communications from the Company regarding: information about us and the Services; promotional offers and services from us and our third party partners, and any other matter in relation to the Services. If such third parties including fail to provide consent, or withdraw consent, you shall immediately cease to use the Services in relation to them. You will be solely responsible for obtaining such consent from third parties and we assume that such consent is sought and received by you if you provide such information relating to any of such third parties any time during the use of the Platform.
f) If you provide any information that is false, inaccurate or outdated, or we have reasonable grounds to suspect that such information is false, inaccurate or outdated, we will be entitled to suspend or terminate your account and prohibit any and all current or future use of the Platform by you. You are responsible for maintaining the confidentiality of the account, and are fully responsible for all activities that occur under your account.
g) You agree to immediately notify the Company in writing at email@example.com of any disclosure or unauthorized use of your Profile or any other breach of security with respect to your Profile.
3. Use of and Access to The Platform
a) You agree to use the Platform only for lawful purposes and that you are responsible, liable and accountable for all activities that take place through your use of Service or otherwise. We exclude any liability arising out of use of the Platform.
b) You understand, accept and agree that the payment facility provided by us is neither a banking nor financial service but we merely act as a facilitator providing an electronic, automated online electronic payment, for the transactions on the Platform using the existing authorized banking infrastructure and payment gateway networks. Further, by providing payment facility, we are neither acting as trustees nor acting in a fiduciary capacity with respect to the transaction.
c) Service Level Terms: We will use commercially reasonable efforts to provide you the Platform. We will provide you with reasonable technical support services in accordance with our standard practices. We do not make any commitment that the Platform will be available at all times or during any down time (a) caused by outages to any public Internet backbones, networks or servers, (b) caused by any failures of your equipment, systems or local access services, (c) for previously scheduled maintenance, (d) caused by any third party vendor or service provider of the Company, or (e) relating to events beyond Our (or its licensors’ or service provider’s) control such as strikes, riots, insurrection, fires, floods, explosions, war, governmental action, labor conditions, earthquakes, natural disasters, or interruptions in Internet services to an area where the Company or its servers are located or co-located.
d) Updates.: From time to time, the we may provide upgrades, patches, enhancements, or fixes for the Platform or the Websites to its users generally without additional charge and such Updates will become part of the Platform and/or the Websites, and subject to the Terms and/or an Agreement. Notwithstanding the foregoing, we shall have no obligation under this the Terms or otherwise to provide any such updates. You understand that the Company may cease supporting old versions or releases of the Platform or the Websites at any time in its sole discretion.
By accessing or using the Platform or by availing Services, you agree not to:
a) violate the Terms;
b) impersonate any person or entity, falsely claim or otherwise misrepresent your affiliation with any person or entity, or access the accounts of others without permission, forge another person’s digital signature, misrepresent the source, identity, or content of information transmitted via the Services, perform any other similar fraudulent activity
c) infringe our or any third party’s intellectual property rights, rights of publicity or privacy;
use the Services if you are under the age of 18 years without a parental sponsor or, in any event, use the Services if you are under the age of 13 years old even with a parental sponsor and in accordance with applicable law;
d) post or transmit any message which is libellous, defamatory or which discloses private or personal matters concerning any person;
e) post or transmit any message, data, image or program which is pornographic, vulgar or offensive in nature;
f) refuse to cooperate in an investigation or provide confirmation of your identity or any other information provide by you to us;
g) remove, circumvent, disable, damage or otherwise interfere with security-related features of the Platform and Services or features that enforce limitations on the use of the Services or the Platform;
reverse engineer, decompile, disassemble or otherwise attempt to discover the source code of as regards Services or Platform or any part thereof, except and only to the extent this is expressly permissible by applicable law;
h) use the Services or the Platform in any manner that could damage, disable, overburden, or impair it, including, without limitation, using the Services or the Platform in an automated manner;
modify, adapt, translate or create derivative works based upon the Services and Platform or any part thereof, except and only to the extent that that this is permissible by applicable law;
i) intentionally interfere with or damage operation of the Services or the Platform or any other user’s enjoyment of it, by any means, including uploading or otherwise disseminating viruses, adware, spyware, worms, or other malicious code or file with contaminating or destructive features;
use any robot, spider, other automatic device, or manual process to monitor or copy the Platform without prior written permission;
j) take any action that imposes an unreasonably or disproportionately large load on our infrastructure/network;
k) use the facilities and capabilities of the Platform to conduct any activity or solicit the performance of any illegal activity or other activity which infringes the rights of others;
l) use the Platform to collect or obtain personal information, including without limitation, financial information, about other users of the Platform, except and only as expressly provided in the T&Cs;
use the Services in a manner that results in or may result in complaints, disputes, reversals, chargebacks, fees, fines, penalties and other liability to us, a third party or you.
4. Intellectual Property Rights and Ownership
a) We own everything we’ve put into our Services unless otherwise stated. This includes rights in the design, compilation, and look and feel of our services. It also includes rights in all copyrighted works, trademarks, designs, inventions, and other intellectual property. Subject to compliance with these Terms, we grant you 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. If any intellectual property rights of third parties are provided on the Platform such as trademarks of third party service providers then the same shall belong to such third parties.
b) You agree not to copy, distribute, modify or make derivative works of any of our content or use any of our intellectual property rights in any way not expressly permitted by us.
d) Data loss: Data loss is an unavoidable risk when using any technology. You are responsible for maintaining copies of your data entered into our services.
e) No compensation: Whatever the cause of any downtime, access issues or data loss, your only recourse is to discontinue using our services.
5. Know your Customer
We may, as and when deemed necessary, require you to provide certain information and documents that may be necessary to ascertain your eligibility or your employee’s to use Services including but not limited to their identification documents (“KYC Documents”). The KYC documents may be sought either during Sign-up or at any stage later. You agree and warrants to provide valid, true, complete, and up-to-date KYC Documents. You acknowledge that any incorrect or misleading information provided shall constitute a material breach of these Terms.
6. Communication Policy
a) You agree to receive communications from the Company regarding: (i) information relating to use of the Platform or services; (ii) 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. You acknowledge and agree that we are permitted to send any or all of the above to your Customers or other third parties whose information you have made available on the Platform.
b) We may send alerts to the mobile phone numbers provided by you, either of your self or your Customers or any third parties, via e-mail, SMS, Whatsapp messages or push notifications or any other means.
c) We shall not be under any obligation to confirm the authenticity of the person(s) receiving the alert. You cannot hold the Company liable for non-availability of the SMS/email alert/push notifications service in any manner whatsoever.
d) The SMS/e-mail alert/push notification service provided by us is an additional facility provided for your convenience and that it may be susceptible to error, omission and/or inaccuracy. you shall not hold the Company liable for any loss, damages, claim, expense including legal cost that may be incurred/suffered by you on account of the SMS/e-mail alert/push notification facility.
e) The clarity, readability, accuracy and promptness of providing the SMS/e-mail alert/push notification service depend on many factors including the infrastructure and connectivity of the service provider. We shall not be responsible for any non-delivery, delayed delivery or distortion of the alert in any way whatsoever.
f) You understand that the Company cannot and does not guarantee or warrant that files available for download through the Platform will be free of viruses, worms or other code that may be damaging. You are responsible for implementing procedures to satisfy your particular requirements of Internet security and for accuracy of data input and output.
7. Third party Services
a) Our platform may contain links to the websites of third parties. The links to such websites are provided only for your convenience and accessing such websites will be at your own risk. We do not control operate or influence any such third party websites and hence we disclaim all liability arising thereof.
b) Our Platform includes apps and other products and services made available by third party service providers. These third party service providers may have additional terms that apply to you. You agree to be bound by such other additional terms. Third-party products and services are subject to terms and conditions and privacy policies set by their providers. These include how the provider will use your data that you make available to them. The descriptions of third-party products and services that we publish, and any associated links, have been provided to us by the providers. The providers are solely responsible for any representations contained in those descriptions. We don’t endorse or assume any responsibility for third-party products or services.
c) We make no representations and hereby expressly excludes all warranties and liabilities arising out of or pertaining to such Third Party Services or websites, including their accuracy or completeness. Further, all intellectual property rights in and to Third Party Services or websites are the property of the respective third parties.
We may terminate or suspend your access to Platform or access to all or any of data at our discretion. you agree that our right to terminate does not depend on whether you breach these Terms or not.
9. Warranties and Disclaimers
a) We are a technology platform service provider. We are not and will not be responsible for any claim or for any damages suffered, whether by the Users, the third parties of the Users whose information is recorded on the Platform, 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 any third parties of the User using the payment link generated using the Platform.
b) YOUR USE OF THE PLATFORM AND THE SERVICES IS AT YOUR SOLE RISK. THE PLATFORM, THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THESE TERMS, THE COMPANY AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS AND OTHER REPRESENTATIVES, EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, THE COMPANY MAKES NO WARRANTY THAT: (I) THE PLATFORM OR THE SERVICES WILL MEET YOUR REQUIREMENTS; (II) THE PLATFORM OR THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (III) INFORMATION THAT MAY BE OBTAINED VIA THE PLATFORM OR THE SERVICES WILL BE ACCURATE OR RELIABLE; (IV) THE QUALITY OF ANY AND ALL PRODUCTS, SERVICES, INFORMATION OR OTHER MATERIAL, INCLUDING ALL MERCHANDISE, GOODS AND SERVICES, OBTAINED OR PURCHASED BY YOU DIRECTLY OR INDIRECTLY THROUGH THE PLATFORM OR THE WEBSITES WILL MEET YOUR EXPECTATIONS OR NEEDS; AND (V) ANY ERRORS IN THE PLATFORM OR THE WEBSITES WILL BE CORRECTED.
10. Exclusion of Damages.
WE SHALL NOT UNDER ANY CIRCUMSTANCES BE LIABLE FOR ANY DAMAGES OF ANY KIND ARISING OUT OF, IN CONNECTION WITH OR RELATING TO THE USE OF OR INABILITY TO USE THE PLATFORM, INCLUDING ANY LIABILITY: (I) AS A PUBLISHER OF INFORMATION; (II) FOR ANY INCORRECT OR INACCURATE INFORMATION OR ANY ‘BUG’ OF THE PLATFORM OR THE SERVICES; (III) FOR ANY UNAUTHORIZED ACCESS TO OR DISCLOSURE OF YOUR TRANSMISSIONS OR DATA; (IV) FOR STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON OR VIA THE PLATFORM; (V) FOR ANY DISPUTES BETWEEN USERS OF THE PLATFORM OR THE SERVICES, OR BETWEEN A USER OF THE PLATFORM OR THE SERVICES AND A THIRD PARTY; OR (VI) FOR ANY OTHER MATTER RELATING TO THE PLATFORM OR THE SERVICES, OR ANY THIRD PARTY. THIS IS A COMPREHENSIVE LIMITATION OF LIABILITY THAT APPLIES TO ALL DAMAGES OF ANY KIND, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, WHETHER BASED ON BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, EVEN IF AN INDIVIDUAL ADVISES US OF THE POSSIBILITY OF SUCH DAMAGES. THE LIMITATIONS OF LIABILITY SET FORTH HEREIN ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN THE COMPANY AND YOU. THE PRODUCTS, INFORMATION AND SERVICES OFFERED ON AND THROUGH THE PLATFORM OR THE SERVICES WOULD NOT BE PROVIDED TO YOU WITHOUT SUCH LIMITATIONS.
You agree to indemnify, defend and hold us harmless against all claims, demands, causes of action, losses, expenses, damages and costs (including any reasonable attorneys’ fees), resulting or arising from or relating to your use of the Platform or the Services, any activity related to your account by you or any other person permitted by you, any information that you submit to, post on or transmit through the Platform , your breach of the Terms, your infringement or violation of any rights of another, or termination of your access to the Platform or the Services. We reserve the right to assume, at our sole expense, the exclusive defense and control of any such claim or action and all negotiations for settlement or compromise, and you agree to fully cooperate with us in the defense of any such claim, action, settlement or compromise negotiations, as requested by us.
a) Notice. All notices, requests, demands, approvals, requests for approvals or other communications under the Terms shall be in writing. Notice will be sufficiently given for all purposes as follows: (i) upon delivery when personally delivered to the recipient, (ii) upon receipt when mailed by certified mail (iii) upon delivery when delivered by recognized international overnight courier, and (iv) upon receipt when sent by fax with confirmation.
b) Merger/Modification: Each Party acknowledges that it has read the Terms, it understands it, and agrees to be bound by its terms, and further agrees that this is the complete and exclusive statement of the Terms between the Parties, which supersedes and merges all prior proposals, understandings and all other agreements, oral and written, between the Parties relating to the Terms.
c) Governing Law and Jurisdiction: 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 us. 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.
d) Severability: If any provision of the Terms is invalid under any applicable statute or rule of law, it is to that extent to be deemed omitted and all other terms and provisions of the Terms shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any Party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the Parties shall negotiate in good faith to modify the Terms so as to effectuate the original intent of the Parties as closely as possible in an acceptable manner in order that the transactions contemplated hereby are consummated as originally contemplated to the greatest extent possible.
e) Waiver: A waiver by either Party of any terms or conditions of the Terms in any instance shall not be deemed or construed to be a waiver of such term or condition for the future, or of any subsequent breach thereof. All remedies, rights, undertakings, obligations and agreements contained in the Terms shall be cumulative, and none of them shall be in limitation of any other remedy, right, undertaking, obligation or agreement of either Party.
f) Relationship of Parties: The Parties are not employees, agents, partners or joint venturers of each other. Neither Party shall have the right to enter into any agreement on behalf of the other.
g) Entire Terms: The entire understanding between the Parties hereto relating to the subject matter hereof is contained herein and the Parties make no warranties, representations or undertakings hereto except as expressly provided herein.
h) Survival: Notwithstanding any termination, cancellation or expiration of the Terms, the provisions hereof that are intended to continue and survive, shall continue and survive.
i) Expenses: Except as otherwise specified in the Terms, all costs and expenses, including fees and disbursements of counsel, financial advisors and accountants, incurred in connection with the Terms and the transactions contemplated in the Terms shall be paid by the Party incurring such costs and expenses.
j) Force Majeure: No party shall be liable for a failure or delay in performing any of its obligations under the Terms if, but only to the extent that, such failure or delay is due to causes beyond the reasonable control of the affected party, including, but not limited to (1) acts of God; (2) fire or explosion (except to the extent caused by the negligence or willful misconduct of the affected party); (3) unusually severe weather; (4) war, invasion, riot, or other civil unrest; (5) governmental laws, orders, restrictions, actions, embargoes, or blockages; (6) national or regional emergency; and (7) injunctions, strikes, lockouts, labor trouble, or other industrial disturbances; provided that the party affected shall promptly notify the other of the force majeure condition and shall exert reasonable efforts to eliminate, cure, or overcome any such causes and to resume performance of its obligations as soon as practicable.
k) Maintenance Of Records: You shall maintain the records 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.
Fees: The Company reserves the right to charge fee for the Services and non-payment may result in denial of Services.