TERMS OF USE
PART A: GENERAL TERMS AND CONDITIONS
This document/agreement/understanding is a computer-generated electronic record published in terms of Rule 3 of the Information Technology (Intermediary Guidelines and Digital Media Ethics Code) Rules, 2021 (amended from time to time) read with Information Technology Act, 2000 (amended from time to time) and does not require any physical or digital signatures.
These Terms of Use (the “Terms”) govern the relationship between Financera Advisors Private Limited, a company incorporated under the Companies Act, 2013 (hereinafter “Financera”, the “Company”, “we”, “us” or “our”), and the person or entity that accesses or uses the Company’s websites, portals, professional services, applications, software, telephonic or electronic support channels, offline services, or otherwise engages with the Company for provision of professional accounting, tax filing, Incorporation, Registration under various Acts, compliance, advisory, bookkeeping, tax audit, or related services (hereinafter “Client”, “you”, or “your”). These Terms, together with the Privacy Policy, any engagement letter, order id confirmation, product page, price list, annexure, add-on terms, purchase flow terms, or any supplemental terms made available on the Platform (each a “Supplemental Term”), form the complete agreement governing access to and use of the Company’s services (collectively, the “Services”). By accessing or using the Platform or Services you acknowledge that you have read and understood these Terms and agree to be bound by them. If you do not agree with these Terms, you must immediately discontinue use of the Platform and Services.
The Company may modify, supplement or replace these Terms from time to time for operational, regulatory, compliance or commercial reasons. Any revised Terms will be posted on the Company’s Platform and will be effective as specified; your continued use of the Platform or Services after posting shall constitute your assent to the modifications. Where there is any conflict between these Terms and a Supplemental Term specific to a Service, the Supplemental Term shall prevail only in relation to that particular Service. Certain Services or add-ons may be provided by the Company’s affiliates, authorised partners or third-party service providers and, where so provided, the terms applicable to those Services (including claims and remedies) may be subject to additional terms identified in the relevant Supplemental Term.
1. PROPRIETARY RIGHTS
The Client acknowledges that the Company (and its licensors) is and shall remain the exclusive owner of all right, title and interest in and to the Platform, the Services, the Company’s methodologies, templates, reports, models, software, code, algorithms, analytical outputs, trademarks, trade names, service marks, logos and other intellectual property rights (collectively, “Company IP”). Subject to timely payment of all fees and strict compliance with these Terms, the Company grants the Client a limited, non-exclusive, non-transferable, revocable licence to access and use the Platform and deliverables solely for the Client’s internal compliance and business purposes and only to the extent expressly permitted in writing. The Client shall not copy, reproduce, distribute, sublicense, adapt, modify, create derivative works, reverse engineer, decompile, disassemble or otherwise attempt to discover any source code, nor shall the Client remove or obscure any proprietary notices. The Company shall retain ownership of aggregated, anonymised analytics, benchmarking, trends, and any derivative outputs created through processing Client data and may use such aggregated information for product development, analytics, marketing and other lawful business purposes provided that the Company shall not disclose Client-identifiable confidential information in such outputs except as permitted by these Terms or required by law. The Client hereby grants the Company a royalty-free licence to use the Client’s materials, data and content to the extent reasonably necessary to provide the Services including for storage, processing, transmission, internal analytics and quality assurance, and to pre-fill registration or filing forms where such functionality is offered, subject to the Company’s Privacy Policy.
2. ELIGIBILITY, REGISTRATION, CREDENTIALS AND CLIENT OBLIGATIONS
Clients shall access and use the Platform and Services only if they have legal capacity to enter into binding contracts and comply with applicable law. The Client shall maintain the confidentiality of all credentials, passwords, access tokens and authentication mechanisms used to access the Platform (“Credentials”) and shall be fully responsible for all activity occurring under their account. The Client agrees to notify the Company immediately upon any suspicion or knowledge of unauthorised access.
The Client shall provide full, true, accurate and up-to-date information as requested during onboarding, registration or at any time during the provision of Services, including KYC documents, tax identifiers (PAN, GSTIN where applicable), bank account details, statutory forms, ledgers, invoices, vouchers, salary statements, Form-16, Form-26AS, portal access information where expressly authorised, and such other records as may be necessary for statutory compliance. The Company may verify or re-verify such information at any time and may request supplementary documentation; failure to provide requested documentation promptly and to the Company’s satisfaction may result in suspension or termination of Services, withholding of filing or settlement activities, and the Client shall remain liable for any fees and charges due.
The Client is responsible for obtaining and maintaining any consents, authorisations and licences required for the Company to process any personal data or third-party information provided by the Client. The Client represents and warrants that they have rights to share any third-party data and that such sharing does not infringe any third-party proprietary or privacy right. The Client shall retain original records and supporting documentation for statutory periods and shall cooperate with the Company in any statutory, regulatory, internal or external audit processes, including by providing access to records when required. The Client shall not use the Platform or Services for unlawful purposes and shall not upload or transmit any content that is false, fraudulent, misleading, infringing, obscene, defamatory, harmful to minors, or otherwise unlawful; submission of false, forged or fabricated documents or evidence shall constitute a material breach entitling the Company to terminate Services and claim damages.
3. SCOPE OF SERVICES
Services are professional accounting, tax compliance, Incorporation/Registration under various acts and advisory services rendered on the basis of information supplied by the Client and in accordance with applicable statute, rules, notifications, circulars and judicial pronouncements. The Scope of Work for any given engagement shall be limited to the services expressly ordered by the client and confirmed by the Company in its order confirmation, engagement letter, invoice or the applicable Supplemental Term; absent an express written agreement to the contrary, the Company’s Services explicitly do not include audit and assurance, legal representation in court, appellate advocacy, criminal defence, detailed forensic investigations, external counsel engagement, contested tribunal representation, company secretarial escrow services, valuations, management consulting deliverables beyond tax filing or incorporation, or other specialist services which must be procured under separate written engagement and corresponding fees.
Where the Client’s books of account are not properly maintained or records are incomplete, the Company may, if client has opted for add-on, prepare financial statements, reconciliations or working papers on the basis of the records supplied by the Client; such preparations shall not constitute audit or assurance and the Client shall be solely responsible for the accuracy, completeness and sufficiency of the underlying records. The Company may propose add-on services (bookkeeping, tax audit, tax litigation support, representation, forensic review, comprehensive advisory) which shall be subject to separate acceptance and fees; where a Client does not elect an add-on that the Company reasonably deems necessary for statutory compliance (for example, tax audit where applicable), proceeding without the add-on shall be at the Client’s own risk and the Company shall not be responsible for consequences arising therefrom.
Support provided as part of base Services is limited to the communication channels specified (typically email, portal tickets and scheduled phone calls with support team) and to the scope purchased. Dedicated expert consultations, priority handling, representation at hearings, drafting of legal pleadings, attendance at assessments or adjudications, liaison with authorities beyond clarifications for Defective Return Notices, or hands-on audit defence are not included unless contracted as separate Services. The Company will extend Services in relation to statutory notices only in those cases and to the extent expressly described in these Terms under the heading “SCOPE, WARRANTY AND LIMITATIONS THEREON”.
4. TIMELINES AND CLIENT DATA RESPONSIBILITY
Given the time-sensitive nature of many statutory obligations, it is imperative that Clients provide complete and accurate data within the timelines specified by the Company or otherwise dictated by statute. It is the Client’s sole responsibility to ensure timely submission of all required documents, information and authorisations. Where a booking or order is made but the requisite information is not provided by the Client prior to a statutory due date or by the deadline specified in an order confirmation, the Company’s capacity to perform the Services in a due-date compliant manner will be limited. In such events the Company’s responsibilities may be limited to administrative activities such as providing reminders and basic guidance; the Company shall not be liable for any missed filing, late fee, penalty, interest, disallowance, loss of refund, denial of exemption, or any other adverse consequence arising from the Client’s delay or failure to supply required inputs.
If the Client supplies the required data after the statutory due date such that the Company can no longer meet the required statutory timeline, the engagement may be deemed to have been terminated by operation of these Terms, without liability on the part of the Company, and the Client shall remain liable to pay for Services performed or commenced, including any cancellation or administrative charges. The Company’s determination as to whether the Client’s delay results in inability to perform in accordance with statutory timelines shall be final and conclusive for operational purposes, subject to the grievance procedure. Clients are encouraged to engage early and to review timelines carefully.
5. PROFESSIONAL ADVICE, WARRANTY AND BREACH OF WARRANTY
The Client acknowledges that tax, regulatory and compliance Services are professional in nature and involve interpretation of statute, rules, notifications and judicial precedents which may themselves be subject to change, differing interpretations or challenges. The Company will use reasonable professional skill and care in providing Services in accordance with applicable professional standards. The Company may offer notice-support in respect of only certain statutory notices that are solely attributable to an error in a return prepared and filed by the Company (hereinafter “Defective Return Notice”), and the Client’s entitlement to such notice-support shall be subject to the cumulative and non-waivable conditions described in these Terms.
The Company’s notice support, where offered, is a limited remedial service intended to assist in rectification of errors in the return filed by the Company and shall not be construed as an unconditional warranty, guarantee of outcome, indemnity, or unlimited undertaking. The Client’s entitlement to notice support will be conditional upon (i) the return having been prepared and filed by the Company acting within the agreed Scope of Work, (ii) the Client having furnished all information and documentation in a timely, truthful and complete manner as required by the Company at the relevant times, (iii) the Client having followed, and not subsequently acted contrary to, the professional advice and directions reasonably given by the Company in relation to the filing, and (iv) payment of all fees due to the Company for the Service concerned. If the Client elects to provide false, incomplete or misleading documents, elects not to follow professional guidance, submits amended returns or otherwise alters the factual matrix without prior consultation, or fails to provide required assistance to facilitate response to a notice, the Company’s obligations to provide notice support shall be extinguished and the matter shall be treated as excluded from the Scope of Work. Where the Company does provide notice support in accordance with these Terms, such support shall be limited to advisory assistance, preparation of clarifications, liaison with authorities at initial stages, and preparation of factual replies as required to address a Defective Return Notice. Attendance at contested hearings, appellate representation, external counsel fees, prosecutions, contested adjudications or forensic investigations are not included in such support and will require separate engagement and fees.
The Client expressly understands that scrutiny selection by tax authorities, re-assessment, audit selection and other post-filing actions are in many instances algorithmic, statistical or triggered by criteria which are beyond the control of the Company. Filing an ITR with the Company does not increase or decrease the probability of selection for scrutiny; therefore, selection for scrutiny, the outcome or quantum of any assessment or the issuance of statutory notices shall not be regarded as grounds for refund, termination for default, or any claim against the Company except where the Company has manifestly and demonstrably acted negligently in preparing the return in a manner that would be the proximate cause of the notice and where all conditions for notice support under these Terms have been satisfied.
6. PAYMENTS, INVOICING, SUSPENSION FOR NON-PAYMENT
Fees for Services are as set out in the Platform, the order confirmation, the invoice or an engagement letter and are exclusive of all taxes, duties and statutory levies. The Company may revise its fee schedules from time to time however such changes will take effect for future orders by the client for future services; any change shall be communicated and will apply to subsequent bookings or as specified. The Client shall pay invoices in accordance with the payment terms set forth; failure to pay any amount when due shall entitle the Company, at its option, to suspend provision of Services, delay filings, withhold deliverables, refuse to accept further instructions, set off amounts due, or terminate the engagement. Late payments may attract interest at a rate specified on the invoice or permitted by law. The Client shall be liable for any costs and expenses (including legal costs on a solicitor and client basis) incurred by the Company in recovering unpaid fees or enforcing these Terms.
7. CANCELLATIONS, REFUNDS AND RESOURCE ALLOCATION
The Company incurs immediate operational commitments on confirmation of a Client’s booking including allocation of expert time, assignment of reviewers, scheduling of filing timelines, subscription of software and reservation of other resources. To reflect these operational realities, refund and cancellation entitlements are strictly limited and conditional as set out below so that Clients may fully understand the operational and commercial underpinnings to the Company’s stance:
Refunds and Cancellations. Refund requests shall be made only via the Company’s refund portal at https://filetaxonline.in/support and must include the booking reference, contact details and reasons supported by documentation as may be reasonably required. The Company will consider refund requests only in accordance with the following principles:
(a) A refund request shall be valid only where the Company has materially failed to assign an expert or resource to a due-date sensitive engagement such that the Client’s statutory compliance cannot be achieved and where such failure is attributable solely to the Company’s operational lapse. In such event, and subject to confirmation by the Company’s operations team, the Company may, at its discretion, grant a refund limited to fees received for the affected Service after deduction of reasonable administrative charges and any non-recoverable third-party costs.
(b) All refund requests must be lodged within twenty-four (24) hours of the booking confirmation. Any request received after the expiry of the 24-hour window shall be considered untimely and will be rejected. The 24-hour window is a fundamental condition which reflects the Company’s immediate allocation of time, expert resources and technological slots upon confirmation of a booking.
(c) A refund will not be granted where the Company has initiated or carried out any material work in respect of the Service, which shall include but not be limited to the assignment of an expert, ingestion or validation of data, drafting of preliminary returns or reports, internal review cycles, electronic preparation of documents for filing, generation of draft ITR or deliverable and any other activity that the Company’s operations workflow treats as commencement of work. The sharing of draft files or draft ITRs with the Client shall be deemed conclusive proof that the Company has commenced work and that the Service has been provided for the purposes of the terms of use, refer ANX-1 schedule of requests and their qualification.
(d) Refunds are not available for reasons related to outcomes that are the consequence of law, statutory procedure or the Client’s own financial position or factual matrix. Specifically, dissatisfaction because of taxes payable, lesser refunds than expected, selection for scrutiny, initiation of reassessment, imposition of penalties, interest or other outcomes arising out of statutory processing by governmental authorities are not grounds for refund. The Company’s obligation is to carry out the agreed tasks in accordance with law and professional standards, and the quantum of tax or final outcome determined by authorities is not an index of the Company’s performance warranting refund.
(e) Requests based on a change of mind, change in the Client’s financial circumstances, a change in family situation, mood, preference or other purely subjective or personal reasons shall not constitute valid grounds for refund and non-qualified request as per schedule of qualification ANX-I. Where a Client wishes to defer the Service voluntarily,
(f) Upon genuine reasons finding the
Company may, at its sole discretion, retain the fees as credit for future use
subject to administrative rules, or permit cancellation with refund subject to
deduction of administrative costs of 30%-80% cancellation-fee only if the
refund request is placed within on the same day of order placement before
closing of business hours during such time period Company have time to
reallocate it’s resources after deducting administrative charges.
Non-Qualifying grounds of refund
request
ANX-I Schedule of requests and their remarks,
Particulars | Remark |
Requests such as change in mood or condition or appointment of other firm / professional or change in financial situation of client | Non-Qualified |
Request placed after commencement of work and sharing of Draft ITR or dissatisfaction due to tax due or less amount of tax refund or any professional restrictor matters where expert has completed his/her part or reasons related to outcomes that are the consequence of law, statutory procedure or the Client’s own financial position or factual matrix. | Non-Qualified |
(f) Where a refund is permitted under these Terms, the Company will process refunds in a commercially reasonable time after validation. Refunds shall be paid using the same payment method where feasible and the Company shall not be liable for any delays caused by banks, payment processors, or other intermediaries.
(g) The Company reserves the right to refuse a refund where fraud, manipulation of system, deliberate mis-representation, repeated or abusive refund requests, collusion or misuse of the refund process are suspected.
(h) Chargebacks. Clients shall not initiate chargebacks or payment reversals in respect of fees without first engaging the Company’s grievance redressal process. If a chargeback is initiated by a Client or a Client’s payment provider, the Company reserves the right to recover the chargeback sum, associated banking fees, penalties and costs of defending such chargeback and may suspend further Services pending resolution.
(i) The Company may, in exceptional circumstances and at its discretion, provide partial refunds or other remedies where the Company considers that a service failure has occurred notwithstanding the foregoing conditions; any such remediation shall be without prejudice to the Company’s right to apply costs and shall be the Company’s sole financial liability with respect to such claim.
These refund and cancellation provisions are intentionally exhaustive and narrowly framed to reflect the commercial and operational model of professional compliance services. Clients are urged to ensure timely provision of all required inputs and to make use of the Company’s support channels to address pre-booking queries.
8. LIMITATION OF LIABILITY
To the fullest extent permitted by applicable law, the aggregate liability of the Company and the Company Parties to the Client arising from or in connection with these Terms, the Platform, Services or any deliverable, whether in contract, tort (including negligence), breach of statutory duty or otherwise, shall be limited to the total fees actually paid by the Client to the Company for the specific Service giving rise to the claim in the twelve months preceding the event giving rise to the claim. In no event shall the Company be liable for any indirect, incidental, consequential, special or punitive damages, including but not limited to lost profits, loss of business, loss of opportunity, loss of data, reputational loss, or any similar damages, even if the Company has been advised of the possibility of such damages. The Client acknowledges that the limitation of liability and exclusions are an essential basis for the Company’s fee structure and that the Company would not have provided the Services on the same terms absent these limitations.
Nothing in these Terms shall exclude or limit liability for: (i) death or personal injury caused by the Company’s gross negligence; (ii) fraud or fraudulent misrepresentation; or (iii) any liability that cannot be limited or excluded by applicable law.
9. INDEMNITY
The Client shall indemnify, defend and hold harmless the Company Parties from and against all losses, liabilities, claims, damages, costs and expenses (including reasonable legal fees) arising out of or resulting from: (a) any inaccurate, false, incomplete or misleading information, documents or records provided by the Client; (b) the Client’s failure to comply with statutory obligations (including but not limited to KYC, withholding, record retention and audit obligations); (c) any claim by third parties arising from the Client’s business activities, products or services; (d) breach by the Client of these Terms; or (e) use of the deliverables or outputs in a manner not authorised by these Terms. The indemnity obligations shall survive termination of the engagement.
10. FORCE MAJEURE
Neither Party shall be liable for any failure or delay in performance of its obligations under these Terms to the extent caused by a Force Majeure Event, including but not limited to acts of God, flood, fire, earthquake, epidemic, pandemic, labour strikes, power failures, cyber incidents, denial of service attacks, outages of governmental portals, telecommunications service failures, civil unrest, war, governmental action, injunctions or any cause beyond its reasonable control. The affected Party shall notify the other Party as soon as reasonably practicable and use reasonable efforts to mitigate the effects of the Force Majeure Event. If a Force Majeure Event continues for a period in excess of ninety (90) calendar days, either Party may terminate the affected Services without liability other than for fees accrued to the date of termination.
11. SUSPENSION FOR MISUSE, FRAUD OR NON-COOPERATION
The Company reserves the right, in its sole discretion, to suspend all or part of the Services without prior notice where it reasonably suspects misuse, fraudulent activity, provisioning of false documents, non-cooperation in connection with statutory enquiries, abusive conduct towards Company personnel, repeated violation of these Terms, or where continuing to provide Services would create regulatory, reputational or operational risk. Suspension will not affect the Client’s obligation to pay fees accrued to the date of suspension. The Company may provide conditions for reinstatement and may charge an administrative fee for reinstatement.
12. PRIVACY, DATA SECURITY AND DATA SHARING
The Company collects and processes Client personal data and business information in accordance with its Privacy Policy and applicable law. The Company will implement reasonable technical and organisational measures to protect data. The Client acknowledges that the Company may disclose information to statutory authorities, tribunals, courts, government portals (including but not limited to the Income Tax Department, GSTN and MCA) and law enforcement where required by law, or to third-party service providers engaged to perform the Services subject to confidentiality obligations. The Company will not sell Client personal data for marketing or commercial exploitation. The Client remains responsible for ensuring that any personal data of third parties provided to the Company has been collected and shared lawfully and with appropriate consent where necessary.
13. RECORDS RETENTION
The Company shall retain Client records and data in accordance with its internal retention policies and applicable statutory retention requirements. Subject to applicable law and the Company’s data retention schedule, the Company may archive or delete Client data after the retention period has expired; the Client shall retain original source records where statute requires retention and shall ensure that authenticated copies are available should they be required for statutory audits or inquiries.
14. ADVERTISING, TESTIMONIALS AND CLIENT REFERENCES
The Company may anonymise and use aggregated data for analytics, research, benchmarking and marketing. The Company may, with prior written consent, use Client logos, testimonials or case studies; consent may be withdrawn by the Client by written notice, provided that such withdrawal shall not retroactively affect materials already published by the Company in reliance on prior consent.
15. GRIEVANCE REDRESSAL
The Company maintains a grievance redressal mechanism to handle complaints related to Services, billing, privacy and other matters. Complaints should be submitted via the Company’s grievance official email address nodal@filetaxonline.in or the registered office address provided on the Platform. The Company’s Grievance Officer will acknowledge and endeavour to resolve complaints within the timeframes prescribed under applicable law. All disputes not resolved amicably shall be referred to arbitration under the Arbitration and Conciliation Act, 1996. The seat of arbitration shall be Vadodara, Gujarat and the arbitration shall be conducted in English. Each Party shall bear its own costs unless an arbitral tribunal orders otherwise. Subject to the arbitration clause, these Terms shall be governed by and construed in accordance with the laws of India and the courts at Vadodara, Telangana shall have jurisdiction.
16. MISCELLANEOUS
These Terms, together with all Supplemental Terms, engagement letters, order confirmations, invoices and the Privacy Policy, constitute the entire agreement between the Parties and supersede all prior communications and agreements relating to the subject matter. Any waiver of a provision must be in writing and signed by an authorised representative; no delay or omission in exercising any right shall operate as a waiver. If any provision is held invalid or unenforceable, the remainder of the Terms shall continue in full force. The Client shall not assign or transfer its rights or obligations under these Terms without the Company’s prior written consent; the Company may assign or transfer its rights and obligations to an affiliate or third party at any time.
17. DEFINITIONS, INTERPRETATION AND CONTACTS
Capitalised terms used but not defined in these Terms shall have the meanings given in any applicable Supplemental Term or the Policy documents on the Platform. For support, grievances or other communications, Clients should use the contact details and grievance portal specified on the Platform. The Company’s registered office and grievance officer details are published on the Platform and may be updated from time to time.
18. ACKNOWLEDGEMENT
By placing a booking, registering on the Platform, or otherwise using the Company’s Services, the Client acknowledges that they have read, understood and consented to these Terms, including the limitations, exclusions, and processes set forth herein, and accept that the Company’s role is to provide professional services strictly in accordance with the Scope of Work and these Terms.