Terms & Conditions
Platform: hisaabwala.org Operator: Simply Five Studio, a sole proprietorship of Mr. Mohamed Jamnagarwala Principal place of business: 22 Josier Street, Nungambakkam, Chennai 600034, Tamil Nadu, India GSTIN: 33DCGPM7210H1ZT Contact: [email protected]
Version: 1.0 Effective Date: 26 July 2026 Last Reviewed: 26 July 2026
PREAMBLE AND NOTICE TO THE USER
PLEASE READ THESE TERMS & CONDITIONS IN FULL AND WITH CARE BEFORE ACCESSING, BROWSING, REGISTERING FOR, SUBSCRIBING TO, PAYING FOR, INTEGRATING WITH, OR OTHERWISE USING THE PLATFORM OR ANY PART OF IT.
THESE TERMS CONTAIN, AMONG OTHER THINGS: (a) A COMPLETE DISCLAIMER OF WARRANTIES; (b) A COMPREHENSIVE EXCLUSION AND LIMITATION OF LIABILITY; (c) AN EXPRESS DECLARATION THAT THE PLATFORM IS NOT COMPLIANCE, REGULATORY, STATUTORY, TAXATION, ACCOUNTING, AUDIT OR GOVERNMENT-LINKED SOFTWARE; (d) A STRICTLY NO-REFUND COMMERCIAL POLICY; (e) AN INDEMNITY IN FAVOUR OF THE OPERATOR; (f) A MANDATORY PRE-ACTION NOTICE AND ARBITRATION MECHANISM; AND (g) A WAIVER OF CLASS, COLLECTIVE AND REPRESENTATIVE PROCEEDINGS.
IF YOU DO NOT AGREE TO ANY PART OF THESE TERMS, YOUR SOLE AND EXCLUSIVE REMEDY IS TO REFRAIN FROM CREATING AN ACCOUNT AND TO CEASE ALL ACCESS TO AND USE OF THE PLATFORM IMMEDIATELY.
By clicking "Sign Up", "I Agree", "Subscribe", "Pay", "Continue", or any functionally equivalent control, by completing a payment towards a subscription, by transmitting any instruction to the Platform through any interface, or by continuing to access or use the Platform in any manner or through any medium, You unconditionally, irrevocably and with full knowledge of consequence accept and agree to be legally bound by these Terms, and by every policy incorporated into them by reference, in their entirety and without reservation, qualification, amendment or counter-offer of any kind.
These Terms constitute an electronic record and a legally valid and binding electronic contract within the meaning of the Information Technology Act, 2000 and the rules made thereunder, read with the Indian Contract Act, 1872, and do not require any physical, digital, electronic or other signature to be enforceable against You.
1. DEFINITIONS AND INTERPRETATION
1.1 Definitions
In these Terms, unless the context otherwise requires, the following expressions bear the following meanings:
1.1.1 "Account" means the registered user account created on the Platform by a User through the self-service sign-up process, together with all credentials, configurations, Workspaces, Modules enabled, and User Content associated with it.
1.1.2 "Affiliates" means, in relation to the Operator, any person or entity that directly or indirectly controls, is controlled by, or is under common control with the Operator, and includes the proprietor thereof in his personal capacity.
1.1.3 "Applicable Law" means all applicable statutes, enactments, Acts of legislature or Parliament, ordinances, rules, bye-laws, regulations, notifications, guidelines, policies, directions, directives, circulars, clarifications, orders, decrees, judgments, awards, approvals or requirements of, or determinations by, any Governmental Authority or court of competent jurisdiction, whether in India or in any other jurisdiction, as in force from time to time.
1.1.4 "Confidential Information" means any non-public information of either Party disclosed to the other, whether orally, in writing, electronically or by inspection, that is designated as confidential or that would reasonably be understood to be confidential in the circumstances.
1.1.5 "Data Principal", "Data Fiduciary", "Data Processor" and "Personal Data" bear the meanings respectively assigned to them under the Digital Personal Data Protection Act, 2023, and, to the extent applicable, corresponding expressions under any other data protection law.
1.1.6 "Force Majeure Event" has the meaning given in Clause 21.
1.1.7 "Governmental Authority" means any national, state, provincial, municipal or local government, any political subdivision thereof, any statutory or regulatory authority, tribunal, board, commission, bureau, instrumentality, court, tax authority, judicial or quasi-judicial body, self-regulatory organisation, or any arbitral body, in India or elsewhere.
1.1.8 "Intellectual Property" means all intellectual property rights of every kind and description throughout the world, including patents, copyrights, trade marks, service marks, trade names, trade dress, designs, database rights, moral rights, rights in software and source code, know-how, trade secrets, domain names, goodwill, and all applications, registrations, renewals and extensions in respect of the foregoing.
1.1.9 "Module" means any distinct feature, tool, function, utility, view, report generator, template, workflow, calculator, integration, interface, data-entry form or other component of the Platform which a User may, at the User's sole election, enable, disable, configure or use.
1.1.10 "Operator", "We", "Us", "Our" means Simply Five Studio, a sole proprietorship concern of Mr. Mohamed Jamnagarwala having its principal place of business at 22 Josier Street, Nungambakkam, Chennai 600034, Tamil Nadu, India, and includes its proprietor, employees, contractors, consultants, agents, representatives, service providers, successors, assigns and Affiliates.
1.1.11 "Output" means any document, statement, summary, list, register, report, view, chart, computation, projection, export, file, print, image or other artefact generated, rendered, assembled, formatted, calculated, arranged or made available by the Platform on the basis of User Content or User instruction, in any format whatsoever.
1.1.12 "Party" means the Operator or the User, as the context requires, and "Parties" means both of them.
1.1.13 "Platform" means the software-as-a-service application made available at and through the domain hisaabwala.org and any of its subdomains, together with all associated web interfaces, progressive web applications, mobile or desktop applications, application programming interfaces, webhooks, e-mail interfaces, documentation, Modules, updates, patches, releases and successor versions thereof, howsoever accessed and through whatever medium or device.
1.1.14 "Subscription" means the paid right of access to the Platform for a Subscription Term voluntarily selected by the User at the time of sign-up or renewal, at the applicable Subscription Fee.
1.1.15 "Subscription Fee" means the amount payable by a User for a Subscription, exclusive or inclusive of Taxes as indicated at the point of purchase.
1.1.16 "Subscription Term" means the duration of access voluntarily chosen and paid for by the User.
1.1.17 "Taxes" means all goods and services tax, value added tax, sales tax, use tax, service tax, cess, surcharge, levy, duty, withholding, deduction at source, equalisation levy or other impost of any nature imposed by any Governmental Authority.
1.1.18 "Third-Party Data" means any data, information, record or Personal Data relating to any person other than the User, including without limitation the User's own customers, clients, buyers, sellers, suppliers, vendors, distributors, agents, brokers, employees, contractors, debtors, creditors, guarantors, borrowers, lenders, tenants, landlords, members, patients, students, correspondents, counterparties or any other natural or juristic person, which is entered into, uploaded to, transmitted through, stored in, referenced by or derived within the Platform by or at the instance of the User.
1.1.19 "User", "You", "Your" means any person, whether natural or juristic, who accesses, browses, registers on, subscribes to, uses, queries, integrates with or in any manner interacts with the Platform, whether or not such person has created an Account, and whether such access occurs through a human being, an employee, an agent, a browser, a mobile device, a tablet, a wearable device, an embedded device, an Internet-of-Things device, a script, a bot, an automation, an artificial intelligence agent, a personal assistant agent, a large language model, an autonomous software agent or any other means whatsoever.
1.1.20 "User Content" means all data, text, numbers, figures, names, addresses, identifiers, descriptions, narrations, particulars, attachments, images, files, documents, spreadsheets, notes, tags, metadata, configurations and other material of any kind entered, uploaded, imported, transmitted, submitted, stored, generated or caused to be generated by or on behalf of a User on or through the Platform, and includes Third-Party Data.
1.1.21 "Workspace" means a logically separated environment within an Account in which a User organises User Content.
1.2 Interpretation
1.2.1 The headings and sub-headings in these Terms are for convenience of reference only and shall not affect the construction or interpretation of any provision.
1.2.2 Words importing the singular include the plural and vice versa; words importing any gender include every gender; and references to persons include natural persons, firms, companies, limited liability partnerships, associations of persons, bodies of individuals, trusts, societies, Hindu undivided families, government bodies and any other legal entity, whether incorporated or unincorporated.
1.2.3 The expressions "including", "includes", "in particular", "for example" and "such as" are illustrative and not exhaustive, and shall be read as if followed by the words "without limitation", whether or not those words appear.
1.2.4 A reference to any statute, enactment, rule or regulation includes any amendment, modification, re-enactment, substitution or consolidation thereof, and any subordinate legislation made thereunder, as in force from time to time.
1.2.5 A reference to "writing" or "written" includes electronic communication, e-mail, in-application notification and any other electronic record within the meaning of the Information Technology Act, 2000.
1.2.6 No rule of construction requiring that ambiguity be resolved against the drafting Party, and no rule of contra proferentem, shall apply to the interpretation of these Terms, both Parties having had a full and fair opportunity to consider them.
1.2.7 If any provision of these Terms conflicts with any other document, the order of precedence shall be: (a) these Terms; (b) the Cancellations & Refund Policy; (c) the Privacy Policy; (d) the Cookies & Data notice; (e) any Module-specific notice, in-application help text or documentation.
1.3 Documents Incorporated by Reference
The following documents, as amended from time to time, are incorporated into and form an integral part of these Terms as though set out in full herein:
(a) the Privacy Policy; (b) the Cancellations & Refund Policy; (c) the Cookies & Data notice; (d) any acceptable-use notice, fair-use limit, rate limit, or security notice published on the Platform.
Acceptance of these Terms constitutes acceptance of each of the foregoing.
2. NATURE OF THE PLATFORM: FUNDAMENTAL AND NON-NEGOTIABLE DECLARATIONS
THIS CLAUSE 2 IS THE FOUNDATIONAL BASIS ON WHICH ACCESS TO THE PLATFORM IS OFFERED. THE OPERATOR WOULD NOT OFFER THE PLATFORM ON ANY OTHER BASIS. YOUR ACCEPTANCE OF THIS CLAUSE 2 IS A CONDITION PRECEDENT TO ANY RIGHT OF ACCESS.
2.1 The Platform Is a Data-Entry and Data-Processing Utility Only
2.1.1 The Platform is, and is only, a general-purpose commercial software utility that permits a User to enter, record, arrange, store, retrieve, sort, filter, format, compute upon and display data of the User's own choosing, in a manner and for purposes determined entirely by the User.
2.1.2 Every act performed by the Platform is a data-entry, data-storage, data-arrangement, data-formatting and data-processing operation performed mechanically at the instruction of the User. It is nothing more.
2.1.3 The Platform is a passive instrument. It does not know, verify, validate, audit, certify, attest, authenticate, corroborate, cross-check or vouch for the truth, accuracy, completeness, legality, adequacy, propriety, sufficiency, genuineness or real-world existence of any User Content or of any transaction, event, person, entity, obligation or state of affairs to which User Content may purport to relate.
2.2 Output Is Not a Record of Any Business Transaction
2.2.1 No Output is, or shall at any time be treated, construed, held out, relied upon, tendered, produced, filed, submitted or represented as, an official, statutory, regulatory, legal, evidentiary, fiscal or authoritative record of any business transaction.
2.2.2 Without limiting the generality of Clause 2.2.1, no Output constitutes or shall be treated as:
(a) an invoice, tax invoice, bill of supply, credit note, debit note, delivery challan, receipt voucher, payment voucher, refund voucher or any other document prescribed under any tax statute; (b) an electronic invoice, e-invoice, Invoice Reference Number, QR-coded invoice, e-way bill, or any document generated on or authenticated by any Invoice Registration Portal or any government invoice registration mechanism; (c) a book of account, book, ledger, general ledger, subsidiary ledger, day book, cash book, journal, trial balance, register or other record required to be maintained under any Applicable Law; (d) a balance sheet, profit and loss account, income and expenditure statement, cash flow statement, statement of changes in equity, note to accounts, or any financial statement within the meaning of any accounting standard, company law or taxation law; (e) an audit report, audit trail for statutory purposes, audit working paper, certificate, attestation, opinion, review report, compilation report or assurance of any nature; (f) a return, statement, form, annexure, challan, declaration, undertaking, intimation, reconciliation or filing of any kind under any taxation, corporate, labour, foreign exchange, customs, excise or other statute; (g) a stock register, inventory record, production record, excise record, weighbridge record or record of movement of goods for the purpose of any Applicable Law; (h) a valuation, appraisal, actuarial report, fairness opinion, solvency certificate or net-worth certificate; (i) a document of title, negotiable instrument, guarantee, indemnity, security interest, charge, hypothecation, pledge or lien; (j) a contract, agreement, offer, acceptance, memorandum, confirmation or binding commitment between the User and any third party, unless independently executed by the parties thereto outside the Platform; (k) a compliance record, compliance certificate, statutory register, minute book, filing acknowledgement or evidence of compliance with any Applicable Law; (l) evidence within the meaning of the Bharatiya Sakshya Adhiniyam, 2023 or any predecessor or successor law of evidence, whether as a business record, an electronic record, a record kept in the ordinary course of business, or otherwise; (m) advice or opinion of any nature, financial, accounting, taxation, legal, statutory, secretarial, actuarial, valuation, investment, insurance or otherwise.
2.2.3 Any resemblance, in appearance, nomenclature, layout, arrangement, terminology, column heading, field label, template or format, between any Output and any statutory, official, prescribed, regulatory or industry-standard document or form is purely incidental, cosmetic and for the User's own internal convenience of comprehension only, and shall never be construed as conferring upon such Output any official, statutory, evidentiary or authoritative character whatsoever.
2.2.4 The use of common commercial vocabulary anywhere in the Platform, in its Modules, in its field labels, in its help text, or in its marketing material, including but not limited to words such as "invoice", "bill", "ledger", "account", "accounts", "statement", "balance", "receipt", "payment", "credit", "debit", "tax", "rate", "voucher", "entry", "book", "journal", "audit", "report", "party", "customer", "supplier", "vendor", "purchase", "sale", "stock", "inventory", "expense", "income", "profit", "loss", "hisaab" or any vernacular, transliterated or translated equivalent, is used only in its ordinary, colloquial, descriptive, everyday commercial sense as a convenient label for a data field or a data view, and carries no technical, statutory, accounting, auditing, fiscal, regulatory or legal meaning, connotation, warranty or implication of any kind.
2.3 Not Compliance, Regulatory or Government-Linked Software
2.3.1 The Platform is not, and does not purport, hold itself out, represent itself, claim, imply or suggest itself to be:
(a) a compliance tool, compliance solution, compliance management system, regulatory technology product, or software designed, built, tested, certified or fit for meeting any statutory, regulatory or compliance obligation of any person; (b) accounting software, book-keeping software, financial reporting software, enterprise resource planning software, audit software, audit-trail software, taxation software, return-filing software, or software conforming to any accounting standard, auditing standard, financial reporting framework or statutory record-keeping requirement; (c) associated with, affiliated to, connected with, sponsored by, endorsed by, licensed by, empanelled by, registered with, authorised by, appointed by, accredited by, certified by, recognised by, approved by, integrated with, or in any manner linked to: (i) the Goods and Services Tax regime, the GST Network, the GST Council, any GST Suvidha Provider, any Application Suvidha Provider, any Invoice Registration Portal, any e-invoice or e-way bill system, or the GST common portal; (ii) the Income Tax Department, the Central Board of Direct Taxes, the Central Board of Indirect Taxes and Customs, the TRACES portal, or any tax administration; (iii) the Ministry of Corporate Affairs, the Registrar of Companies, the MCA21 or V3 portals, the Institute of Chartered Accountants of India, the Institute of Company Secretaries of India, the Institute of Cost Accountants of India, the National Financial Reporting Authority, or the Comptroller and Auditor General of India; (iv) the Reserve Bank of India, the Securities and Exchange Board of India, the Insurance Regulatory and Development Authority of India, the Pension Fund Regulatory and Development Authority, the National Payments Corporation of India, or any bank, non-banking financial company or payment system operator in a regulatory capacity; (v) the Unique Identification Authority of India, the Digital India programme, the Open Network for Digital Commerce, the Startup India programme, the Ministry of Micro, Small and Medium Enterprises, the Udyam registration system, or any government scheme, mission, portal, seal, mark, emblem or programme; (vi) any State or Union Territory commercial tax, sales tax, professional tax, labour, provident fund, employees' state insurance, shops and establishments, municipal, or other department or authority; (vii) any Governmental Authority, statutory body, regulator, self-regulatory organisation, professional institute or standard-setting body whatsoever, in India or in any other jurisdiction.
2.3.2 The Operator holds a Goods and Services Tax registration bearing GSTIN 33DCGPM7210H1ZT solely in its own capacity as a taxable person for the purpose of discharging its own tax obligations on the supply of its own services. Such registration is a routine tax registration held by lakhs of businesses. It does not, and shall never be represented, understood or relied upon as, a government approval, licence, endorsement, empanelment, certification, recognition or accreditation of the Platform, of its Modules, of its Output, or of its fitness for any compliance or statutory purpose.
2.3.3 No Output produced by the Platform will discharge, satisfy, fulfil, mitigate, defer, substitute for, or in any manner affect any statutory, regulatory, contractual, fiduciary or other obligation of the User to any Governmental Authority or to any other person. All such obligations remain, at all times and in all respects, exclusively those of the User.
2.3.4 You must independently engage qualified professionals including, as applicable, chartered accountants, cost accountants, company secretaries, tax practitioners, advocates, auditors and licensed advisors, and must independently maintain such books, records, registers and filings as Applicable Law requires of You, in a manner and on systems wholly independent of the Platform. The Platform is not, and must never be treated as, the User's system of record for any statutory purpose.
2.4 No Professional Relationship
2.4.1 Nothing in the Platform, in any Output, in any help text, in any communication from the Operator, in any support response, or in any content published by the Operator constitutes or creates:
(a) accounting, auditing, taxation, financial, investment, insurance, actuarial, valuation, secretarial, legal or any other professional advice; (b) a solicitation, recommendation, inducement or offer in respect of any transaction, security, product or course of action; (c) any relationship of advocate-client, auditor-client, accountant-client, adviser-client, fiduciary, trustee, agent, partner, joint venturer, employer-employee, principal-agent, or any relationship of trust, confidence or dependence beyond that of a bare provider and consumer of software access.
2.4.2 The Operator is not a chartered accountant, cost accountant, company secretary, advocate, tax practitioner, registered valuer, insolvency professional, investment adviser, financial adviser or member of any regulated profession, and does not act in any such capacity.
2.5 Every Module Is Used at the User's Own Volition
2.5.1 The Platform makes available various Modules. No Module is required, recommended, prescribed, advised, mandated or urged by the Operator.
2.5.2 The enabling, configuration, adoption, deployment, sequencing, combination, retention, reliance upon, and use of each and every Module, and of every field, option, setting, template, rate, formula, tag, category and label within it, is entirely and exclusively at the User's own free volition, unfettered discretion, independent judgment, informed election and sole risk, and the User assumes complete and exclusive responsibility for the consequences thereof.
2.5.3 The mere availability, visibility, prominence, default-enabled state, naming, ordering or grouping of a Module shall not be construed as any representation, recommendation, warranty, endorsement, certification or advice by the Operator as to its suitability, legality, accuracy, adequacy or fitness for any purpose whatsoever.
2.5.4 The User acknowledges that different Modules may be added, altered, renamed, re-grouped, restricted, deprecated or withdrawn at the Operator's sole discretion in accordance with Clause 8, and that no Module is guaranteed to remain available.
2.6 Sole Purpose and Non-Reliance
2.6.1 The User expressly acknowledges, represents, warrants and agrees that:
(a) the User has entered into these Terms solely on the basis of the User's own independent evaluation, inquiry, testing and judgment, and not in reliance on any statement, representation, warranty, assurance, demonstration, screenshot, video, advertisement, review, testimonial, comparison, or communication made by or on behalf of the Operator, whether before or after acceptance of these Terms, other than the express provisions of these Terms; (b) the User places, and shall place, no reliance whatsoever on the Platform or on any Output for any purpose that is statutory, regulatory, fiscal, evidentiary, legal, financial, contractual or otherwise consequential; (c) the User shall at all times maintain independent, complete, accurate and verified records, back-ups and controls outside the Platform, and shall independently verify every figure, computation, arrangement and item of Output before acting upon it in any manner; (d) the User's use of the Platform is for the User's own internal convenience of data entry, data organisation and data retrieval only.
2.6.2 All statements of non-reliance, disclaimer, exclusion, limitation and acknowledgement in these Terms are of the essence of the bargain between the Parties, and the Subscription Fee has been determined on the express footing that they apply in full.
3. ELIGIBILITY, CAPACITY AND AUTHORITY
3.1 Eligibility
3.1.1 The Platform is available only to persons who are competent to contract within the meaning of Section 11 of the Indian Contract Act, 1872, being persons who: (a) have attained the age of eighteen (18) years; (b) are of sound mind; and (c) are not disqualified from contracting by any Applicable Law.
3.1.2 Where the User is a juristic person, the natural person accepting these Terms represents and warrants that such person is duly and validly authorised to bind that juristic person, and that such juristic person is validly constituted, in good standing, and competent to enter into and perform these Terms.
3.1.3 The Platform is not intended for and shall not be used by minors. The Operator does not knowingly permit the creation of an Account by, or the processing of Personal Data of, a child or a person with a disability having a lawful guardian, within the meaning of the Digital Personal Data Protection Act, 2023. Any Account discovered to belong to such a person may be suspended and terminated forthwith without notice, refund, or liability.
3.1.4 If You accept these Terms on behalf of another person, entity, employer, client or principal, You represent and warrant that You have full and lawful authority to do so, and You and such person shall be jointly and severally bound by, and liable under, these Terms.
3.2 Sanctions, Restrictions and Territorial Matters
3.2.1 You represent and warrant that You are not: (a) resident, located, organised or ordinarily doing business in any jurisdiction subject to comprehensive sanctions, embargo or trade restriction; (b) a person designated on any sanctions, denied-party, debarred-party, watch, terrorist, proliferation or restricted-party list maintained by any Governmental Authority; (c) owned or controlled by, or acting on behalf of, any such person.
3.2.2 The Platform is operated from India and is intended primarily for Users in India. The Operator makes no representation whatsoever that the Platform, its Modules or its Output are appropriate, available, lawful, permissible, compliant or suitable for use in any other jurisdiction. Access from outside India is entirely at the User's own risk and initiative, and the User alone bears full responsibility for compliance with the laws of the jurisdiction from which access occurs, including all data localisation, export control, taxation, licensing, consumer protection and record-keeping requirements.
3.2.3 The Operator reserves the absolute right to restrict, geo-block, throttle, refuse or terminate access from any jurisdiction, network, address range, device class, automated agent or User, at any time, for any reason or for no stated reason, without notice, refund or liability.
3.3 Right to Refuse
The Operator reserves the unqualified right to refuse registration, decline a Subscription, reject a payment, refuse to activate any Module, and refuse service to any person, at its sole and absolute discretion, without assigning any reason and without incurring any liability whatsoever.
4. ACCOUNT REGISTRATION, CREDENTIALS AND SECURITY
4.1 Self-Service Sign-Up
4.1.1 The Platform is a self-sign-up, self-service portal. Accounts are created by the User of the User's own initiative, without any solicitation, canvassing, onboarding assistance, needs assessment, suitability assessment, consultation, demonstration or advice by the Operator, and without the Operator making any determination whatsoever as to whether the Platform is suitable, adequate, appropriate or fit for the User's requirements.
4.1.2 The User alone determines whether to sign up, which plan to select, which Subscription Term to choose, which Modules to enable, what data to enter, and how to use the Platform. The Operator performs no gatekeeping, vetting, suitability, adequacy or fitness function of any kind.
4.2 Accuracy of Registration Information
4.2.1 You shall provide information that is true, accurate, current, complete and lawfully Yours to provide, and shall keep it updated at all times. You shall not impersonate any person, misstate Your identity, use a false or misleading name, or misrepresent Your affiliation with any person or entity.
4.2.2 The Operator may, but is under no obligation to, verify any information provided. The Operator's failure to detect any inaccuracy, falsity or impersonation shall not constitute a waiver of any right nor create any liability.
4.3 Credentials and Account Security
4.3.1 You are solely, entirely and exclusively responsible for maintaining the confidentiality and security of Your credentials, including passwords, passphrases, personal identification numbers, one-time passwords, recovery codes, backup codes, session tokens, API keys, secrets, webhook signing keys, authentication applications, registered devices, registered e-mail accounts, registered mobile numbers and any second-factor mechanism.
4.3.2 You are solely, entirely and exclusively responsible for all activity, access, instruction, transaction, configuration change, data entry, data modification, data deletion, data export and consequence occurring under, through or by means of Your Account, whether or not authorised by You, whether or not known to You, and whether effected by You, by any person to whom You have granted access, by any person who has obtained Your credentials by any means, by any employee, agent, contractor or family member, by any device, or by any browser, script, bot, automation, integration, artificial intelligence agent, personal assistant agent, autonomous agent, or any other means.
4.3.3 Any instruction, action or communication received by the Platform through valid credentials shall be conclusively deemed, for all purposes and against You, to have been given by You with full authority, and the Operator shall be fully entitled and protected in acting upon it without further inquiry, verification, confirmation or authentication of any kind.
4.3.4 You shall notify the Operator at [email protected] immediately upon becoming aware of any actual or suspected unauthorised access, credential compromise, misuse or security incident affecting Your Account. Such notification does not transfer any liability to the Operator, does not create any obligation of restitution, restoration, reconstruction, compensation or indemnity, and does not affect Your responsibility for all activity occurring prior to the Operator's actual implementation of any protective measure.
4.3.5 You shall not: (a) share, sell, lease, licence, sub-licence, transfer, disclose or permit the use of Your credentials or Account by any other person except as expressly permitted by the Platform's own multi-user features, if any; (b) permit concurrent use of a single-user Account by multiple persons; (c) circumvent, disable, defeat or interfere with any authentication, session, rate-limiting or security mechanism.
4.4 Users You Invite
4.4.1 Where the Platform permits You to invite, add, provision or grant access to additional users within Your Account, You are fully and exclusively responsible for: (a) their identification, authorisation, permission levels, conduct, acts and omissions; (b) ensuring they are bound by obligations no less protective of the Operator than these Terms; (c) promptly revoking access when it should no longer subsist; and (d) all consequences of their access, including any export, copying, disclosure, alteration or deletion of User Content by them.
4.4.2 All acts and omissions of such users shall be deemed to be Your own acts and omissions for all purposes under these Terms.
4.5 Communications
4.5.1 By registering, You consent to receive service, transactional, security, billing, administrative, operational and policy communications by e-mail, in-application notification, short message service, push notification or other electronic means. These are integral to the service and cannot be opted out of while an Account subsists.
4.5.2 You consent to such communications notwithstanding any registration on any "Do Not Disturb", "Do Not Call" or similar registry, and You waive any claim in respect of such communications under any telecom, unsolicited-communication or privacy regulation.
4.5.3 Communications sent to Your registered contact details are deemed received: (a) if by e-mail or in-application notification, at the time of transmission or posting; (b) if by short message service, on despatch. The Operator is not responsible for non-receipt caused by spam filters, mailbox quotas, blocked senders, network failure, incorrect contact details, or Your own configuration.
5. SUBSCRIPTIONS, FEES, PAYMENT AND TAXES
5.1 Voluntary Selection of Subscription Term
5.1.1 Access to the Platform is granted upon receipt of the Subscription Fee for a Subscription Term which the User has voluntarily, freely, knowingly and of the User's own choosing selected at the time of sign-up or renewal, from among the options then displayed.
5.1.2 The User acknowledges and agrees that: (a) the selection of a longer Subscription Term is a deliberate commercial election made by the User in exchange for the pricing applicable to that Term; (b) no representation was made that a Subscription Term could be shortened, cancelled mid-term with refund, converted, paused, exchanged, transferred or pro-rated; and (c) the Operator has priced and provisioned resources on the faith of the full chosen Term.
5.2 Fees
5.2.1 Subscription Fees, plan inclusions, usage limits, fair-use thresholds and Module availability are as displayed on the Platform at the time of purchase, and are subject to change prospectively at the Operator's sole discretion. Any change in Fees shall not affect an already-paid and running Subscription Term but shall apply to any subsequent renewal or purchase.
5.2.2 All Fees are quoted in Indian Rupees (INR) unless expressly stated otherwise. Where any other currency is displayed, it is indicative only and the actual charge may differ on account of conversion rates, card-network mark-ups and issuer charges, for none of which the Operator bears any responsibility.
5.2.3 Introductory, promotional, discounted, trial, beta, referral, coupon or bundled pricing is temporary, conditional, non-transferable, non-encashable, subject to withdrawal without notice, and applies only for the specific period and on the specific conditions stated.
5.3 Payment
5.3.1 Payments are collected through third-party payment gateways, aggregators, processors, card networks, banks, wallets and unified payments interface providers. The Operator is not a payment system, payment aggregator, payment gateway, banking entity or financial institution, and does not itself store complete card numbers, card verification values or banking credentials.
5.3.2 Your use of any payment channel is additionally governed by the terms and privacy policies of the relevant payment service provider, over whom the Operator exercises no control and for whose acts, omissions, failures, outages, declines, chargebacks, holds, reversals, data practices or security incidents the Operator bears no liability whatsoever.
5.3.3 A Subscription is activated only upon the Operator's receipt of confirmed and cleared funds. Failed, reversed, disputed, charged-back, insufficient, held or subsequently recalled payments may result in immediate suspension or termination of access without notice.
5.3.4 You represent and warrant that any payment instrument used is lawfully Yours or is used with the full authority of its holder, and You shall fully indemnify the Operator in respect of any claim, chargeback, reversal, penalty, investigation or loss arising from unauthorised, fraudulent or disputed use of any payment instrument in connection with Your Account.
5.4 Auto-Renewal and Standing Instructions
5.4.1 Where auto-renewal, recurring mandate, e-mandate or standing instruction is offered and elected by You, the Subscription shall renew automatically for successive Terms of the same duration at the then-prevailing Fee, unless cancelled by You in accordance with the Cancellations & Refund Policy before the renewal date.
5.4.2 It is entirely Your responsibility to cancel auto-renewal in time if You do not wish to renew. Renewal charges duly collected are non-refundable in accordance with Clause 6 and the Cancellations & Refund Policy, notwithstanding non-use, forgetfulness, oversight, absence, illness, or failure to receive any reminder.
5.4.3 The Operator may, but is not obliged to, send renewal reminders. Non-receipt of a reminder for any reason whatsoever shall not entitle You to any refund, credit, adjustment, reversal or claim.
5.5 Taxes
5.5.1 All Fees are exclusive of Taxes unless expressly stated to be inclusive. You shall bear and pay all Taxes applicable to the supply, in addition to the Fee, at the rates prevailing at the time of supply.
5.5.2 You shall provide accurate tax particulars including, where applicable, GSTIN, legal name, registered address, place of supply and state code. You are solely responsible for the accuracy of such particulars. The Operator shall bear no liability, and You shall have no claim, in respect of any denied, delayed, reversed, blocked or unavailable input tax credit, mismatch, notice, interest, penalty or proceeding arising from particulars supplied by You or from Your own compliance position, filings, reconciliations or defaults.
5.5.3 Where Applicable Law requires You to withhold or deduct any amount from a payment, You shall nonetheless pay such additional sums as ensure that the Operator receives the full net amount it would have received absent such withholding, and shall promptly furnish valid certificates of deduction.
5.5.4 The Operator's invoices for its own Fees are issued in the Operator's own capacity as a supplier of services. Such invoices relate solely to the Operator's supply and have no bearing on, and confer no character upon, any Output of the Platform.
5.6 Non-Payment
Upon non-payment, part-payment, late payment, expiry without renewal, or reversal of payment, the Operator may, at its sole discretion and without liability: (a) suspend or restrict access in whole or in part; (b) disable Modules; (c) render User Content inaccessible; (d) terminate the Account; and (e) delete User Content in accordance with Clause 12, in each case without any obligation of prior notice beyond that which Applicable Law mandatorily requires.
5.7 No Set-Off
You shall pay all amounts due in full without any set-off, counterclaim, deduction, retention, withholding or abatement of any kind, whether on account of any alleged deficiency, dispute, claim or otherwise.
6. STRICTLY NO REFUNDS
6.1 ALL PAYMENTS MADE TOWARDS ANY SUBSCRIPTION, RENEWAL, ADD-ON, MODULE, UPGRADE, SEAT, OVERAGE OR ANY OTHER CHARGE ARE FINAL, ABSOLUTE, NON-REFUNDABLE, NON-CANCELLABLE, NON-PRO-RATABLE, NON-ADJUSTABLE, NON-TRANSFERABLE, NON-ASSIGNABLE, NON-ENCASHABLE AND NON-CREDITABLE, IN WHOLE OR IN PART, UNDER ANY CIRCUMSTANCE WHATSOEVER.
6.2 No refund, credit, pro-rata adjustment, extension, carry-forward, set-off or compensation of any nature shall be claimable or payable, including on account of: non-use or under-use; dissatisfaction; change of mind; change of business circumstances; cessation, closure, sale or insolvency of the User's business; loss of interest; a Module not meeting the User's expectations, assumptions or requirements; the Platform or any Output being unsuitable for any compliance, statutory, taxation, accounting, audit or evidentiary purpose (which is in any event expressly disclaimed under Clause 2); duplicate or erroneous purchase; wrong plan or wrong Subscription Term selected by the User; forgotten auto-renewal; unused Subscription Term; voluntary cancellation; suspension or termination by the Operator for breach; unavailability, downtime, degradation, interruption, defect, error or bug; loss, corruption or deletion of User Content; a Force Majeure Event; or any other reason at all.
6.3 The complete terms relating to cancellation and refunds are set out in the Cancellations & Refund Policy, which forms an integral part of these Terms. In the event of any inconsistency, the provision more protective of the Operator shall prevail.
6.4 The Subscription Fee has been fixed on the express and material footing that it is non-refundable. Had the Fee been refundable, the price would have been materially different. The User expressly acknowledges that this no-refund term is a material and bargained-for element of the consideration and is not a penalty, forfeiture or unfair term.
6.5 You shall not initiate any chargeback, payment dispute, reversal request or complaint to any payment provider, card network, bank or ombudsman in respect of any charge validly and correctly levied. Any such action shall constitute a material breach of these Terms, entitling the Operator to immediate termination without refund, to recovery of all resulting fees, charges, penalties, administrative costs and legal expenses from You, and to pursue all available remedies.
7. USER CONTENT, THIRD-PARTY DATA AND USER OBLIGATIONS
7.1 Ownership and Responsibility
7.1.1 As between the Parties, You retain all right, title and interest in and to User Content that You lawfully own. The Operator claims no ownership of User Content.
7.1.2 You are solely, exclusively, absolutely and unconditionally responsible and liable for all User Content, including its content, source, accuracy, completeness, truthfulness, legality, propriety, currency, quality, integrity, sensitivity, classification, retention, disclosure, export, deletion and every consequence flowing from any of the foregoing.
7.2 Licence to the Operator
7.2.1 You grant the Operator a worldwide, non-exclusive, royalty-free, fully paid-up, sub-licensable (to the Operator's hosting, storage, infrastructure, communication, security, backup and support service providers only) licence to host, store, transmit, copy, cache, replicate, back up, index, encrypt, reformat, render, display, transform and otherwise process User Content, solely and strictly to the extent necessary to: (a) provide, operate, maintain, secure and support the Platform and the Modules You have enabled; (b) prevent, detect and address fraud, abuse, security incidents and technical problems; and (c) comply with Applicable Law or a lawful direction of a Governmental Authority.
7.2.2 This licence subsists for so long as the User Content resides on the Platform, and thereafter only for the period reasonably necessary for backup expiry, log retention, dispute defence and legal compliance.
7.2.3 The Operator may generate and use aggregated, de-identified and anonymised statistical and technical information derived from use of the Platform, from which no User, Data Principal or Third-Party Data subject can be identified or re-identified, for the purposes of operating, securing, benchmarking, debugging, analysing and improving the Platform. Such aggregated information is and shall remain the Operator's property.
7.3 Third-Party Data: Roles and Allocation of Responsibility
7.3.1 Where User Content comprises Third-Party Data, the User is the Data Fiduciary (and, where applicable, the data controller) in respect of that data, and the Operator acts merely as a Data Processor processing such data on the User's instructions and on the User's behalf.
7.3.2 The User alone, and never the Operator, is responsible for and warrants that:
(a) the User has a valid, lawful, specific, informed, free, unconditional, unambiguous and demonstrable basis, including where required a valid consent or a lawful legitimate use, for the collection, entry, upload, storage, processing, transfer, retention, disclosure and any other handling of every item of Third-Party Data; (b) every notice required by Applicable Law, including under the Digital Personal Data Protection Act, 2023 and its rules, has been given to every Data Principal, in the required form, language and manner; (c) all rights of Data Principals, including rights of access, correction, completion, updation, erasure, grievance redressal and nomination, are honoured by the User, and the User has a functioning mechanism to receive and address such requests; (d) the Third-Party Data is accurate, lawfully obtained, not excessive, and not retained beyond the period permitted by Applicable Law; (e) the entry of such data into the Platform, and its processing by the Operator as instructed, does not and will not breach any Applicable Law, contract, non-disclosure obligation, fiduciary duty, professional privilege, confidentiality undertaking, sectoral regulation or third-party right; (f) no Third-Party Data is entered which the User is prohibited from disclosing or from having processed by a third-party processor.
7.3.3 The User acknowledges that the Operator has no relationship of any kind with, no notice to, no communication with, and no means of contacting, verifying or obtaining consent from, any Third-Party Data subject, and that the entire burden of lawfulness in respect of Third-Party Data rests on the User.
7.3.4 The User shall fully indemnify, defend and hold harmless the Operator in respect of any and all claims, notices, complaints, proceedings, inquiries, penalties, compensation, orders and costs arising from or relating to Third-Party Data, including any proceeding before the Data Protection Board of India, any consumer forum, any court, or any Governmental Authority, howsoever arising.
7.4 Sensitive and Restricted Data
7.4.1 The Platform is a general-purpose data-entry utility and is not designed, hardened, certified, audited or represented as suitable for the processing of data attracting heightened or sectoral regulatory requirements.
7.4.2 You shall not enter, upload, store or process on the Platform, and the Operator disclaims all liability if You nonetheless do:
(a) full payment card numbers, card verification values, magnetic stripe or chip data, or any data within the scope of the Payment Card Industry Data Security Standard; (b) bank account credentials, internet banking passwords, transaction PINs, or authentication factors of any person; (c) Aadhaar numbers, Aadhaar authentication data, virtual identifiers, biometric information, core biometric data, or any data governed by the Aadhaar (Targeted Delivery of Financial and Other Subsidies, Benefits and Services) Act, 2016; (d) health records, medical history, diagnoses, treatment records, prescriptions, genetic data, or data governed by any health information regulation; (e) data of children or of persons with disabilities having lawful guardians; (f) data classified as secret, confidential or restricted by any Governmental Authority, defence, strategic or critical-infrastructure data, or data whose disclosure is an offence; (g) credit information within the meaning of the Credit Information Companies (Regulation) Act, 2005; (h) data whose processing requires a specific licence, registration, empanelment or authorisation that the Operator does not hold; (i) any data the export, transfer or offshore processing of which is restricted by Applicable Law; (j) passwords, keys, secrets or credentials of any third-party system.
7.4.3 Any entry of such data is at Your sole, exclusive and unlimited risk and liability, is a material breach of these Terms, and shall not give rise to any obligation, duty of enhanced care, warranty, liability or claim against the Operator of any nature whatsoever.
7.5 Accuracy Is Yours Alone
7.5.1 The Platform performs arithmetic, arrangement, formatting and presentation operations mechanically upon the values, rates, dates, formulae, categories, tags and configurations that You supply or select. Garbage in, garbage out.
7.5.2 The Operator does not and cannot verify any value, rate, percentage, date, opening balance, classification, code, description, quantity, unit, tax rate, exchange rate or configuration entered or selected by You, and bears no responsibility whatsoever for any incorrect, incomplete, duplicated, omitted, mis-dated, mis-classified, mis-rated, mis-typed or fabricated data or for any Output, consequence, decision, filing, dispute, penalty, loss or damage arising therefrom.
7.5.3 You shall independently verify, reconcile and validate all Output before placing any reliance on it, and shall never treat any Output as verified, audited, certified or authoritative.
7.6 Your Records, Your Backups
7.6.1 You are solely responsible for maintaining Your own independent, complete, current, verified and separately-stored backups and records of all User Content and of all data of importance to You, outside the Platform.
7.6.2 The Platform's storage, backup, replication, export and retention features, where offered, are provided as a convenience only and constitute no undertaking, warranty, guarantee or assurance of preservation, availability, integrity, recoverability, completeness, retention period, or fitness as an archival, disaster-recovery or record-keeping system. The Platform is not a backup service and must never be relied upon as one.
8. THE PLATFORM: AVAILABILITY, CHANGES AND NO SERVICE LEVELS
8.1 The Platform is provided on a best-efforts, as-is, as-available, where-is basis, without any service level agreement, uptime commitment, availability guarantee, performance guarantee, response-time undertaking, restoration-time undertaking or support obligation of any kind, express or implied.
8.2 The Operator may at any time, at its sole and absolute discretion, without prior notice, without consultation, without consent and without any liability, refund, credit, compensation or obligation whatsoever:
(a) modify, update, patch, redesign, re-architect, re-brand, re-price or re-package the Platform; (b) add, alter, rename, re-group, re-order, restrict, gate, meter, throttle, limit, deprecate, suspend or permanently withdraw any Module, feature, function, field, template, report, integration, interface or capability; (c) change data structures, field definitions, calculation methods, rounding conventions, formats, limits, quotas or export formats; (d) impose, change or enforce fair-use limits, rate limits, storage limits, record limits, seat limits or API limits; (e) perform scheduled or emergency maintenance, migration, upgrade or reconfiguration; (f) suspend or discontinue the Platform in whole or in part, temporarily or permanently, in any territory or globally.
8.3 The Operator does not warrant that the Platform will be uninterrupted, timely, secure, error-free, virus-free, defect-free, continuously available, backward-compatible, forward-compatible, or that any defect will be corrected.
8.4 Availability necessarily depends on factors entirely outside the Operator's control, including the internet, domain name resolution, undersea cables, transit and peering, content delivery networks, hosting providers, data centres, power supply, cooling, hardware, operating systems, browsers, mobile platforms, application stores, device firmware, network operators, firewalls, antivirus software, corporate proxies, government-mandated blocks or shutdowns, and third-party services. The Operator bears no liability in respect of any of the foregoing.
8.5 Where a Module, feature or interface is designated as beta, preview, trial, experimental, early access, labs or similar, it is provided purely for evaluation, may be withdrawn or changed at any moment, may be materially defective, and is used entirely at Your own risk with no warranty, support or liability of any kind.
9. ACCEPTABLE USE AND PROHIBITED CONDUCT
9.1 General Obligation
You shall use the Platform only for lawful purposes, in accordance with these Terms and all Applicable Law, and in a manner that does not harm, burden, endanger, degrade or bring into disrepute the Platform, the Operator or any other person.
9.2 Prohibited Conduct
You shall not, and shall not attempt to, permit, assist, procure, facilitate, encourage or enable any person or automated agent to:
(A) Legal and content violations
(a) host, display, upload, modify, publish, transmit, store, update, share or otherwise deal with any information which is unlawful, false, defamatory, libellous, slanderous, obscene, pornographic, paedophilic, invasive of privacy, insulting, harassing, hateful, racially or ethnically objectionable, disparaging, relating to or encouraging money laundering or gambling, harmful to a child, or otherwise prohibited by or unlawful under any Applicable Law, including under the Information Technology (Intermediary Guidelines and Digital Media Ethics Code) Rules, 2021; (b) infringe or misappropriate any Intellectual Property, privacy, publicity, confidentiality, contractual or other right of any person; (c) impersonate any person or entity, or misrepresent any affiliation, identity, authority or origin; (d) use the Platform in furtherance of, or in connection with, any fraud, forgery, falsification, fabrication of records, tax evasion, benami transaction, money laundering, terror financing, round-tripping, hawala, circular trading, fake invoicing, bogus billing, undisclosed income, smuggling, counterfeiting, cheating, criminal breach of trust, or any other offence or unlawful activity under the Bharatiya Nyaya Sanhita, 2023, the Prevention of Money-Laundering Act, 2002, the Black Money (Undisclosed Foreign Income and Assets) and Imposition of Tax Act, 2015, the Prohibition of Benami Property Transactions Act, 1988, the Foreign Exchange Management Act, 1999, the Unlawful Activities (Prevention) Act, 1967, any tax statute, or any other Applicable Law; (e) create, back-date, alter, manipulate, fabricate or destroy any record with intent to mislead, evade, deceive or defraud any person or Governmental Authority; (f) threaten the unity, integrity, defence, security or sovereignty of India, friendly relations with foreign States, public order, or cause incitement to any cognisable offence;
(B) Technical and security violations
(g) access, attempt to access, probe, scan, enumerate, fingerprint, or test the vulnerability of any part of the Platform, its infrastructure, its network, its APIs or any account other than Your own, without express prior written authorisation; (h) conduct or attempt any brute-force, credential-stuffing, password-spraying, dictionary, rainbow-table, session-hijacking, token-replay, cross-site scripting, cross-site request forgery, injection, deserialisation, path-traversal, server-side request forgery, privilege-escalation, enumeration, timing, side-channel or other attack; (i) conduct or attempt any denial-of-service, distributed denial-of-service, amplification, flooding, resource-exhaustion, slowloris or availability attack; (j) introduce, transmit or store any virus, worm, trojan, ransomware, spyware, keylogger, rootkit, backdoor, logic bomb, cryptominer, malicious code, corrupted file or harmful component; (k) circumvent, disable, bypass, tamper with, or interfere with any authentication, authorisation, encryption, rate-limiting, quota, metering, licensing, watermarking, audit-logging, digital rights management or security feature; (l) reverse engineer, decompile, disassemble, decrypt, extract, derive or attempt to discover any source code, object code, algorithm, model, architecture, schema, data structure or underlying idea of the Platform, except and only to the extent such restriction is expressly unenforceable under Applicable Law; (m) copy, modify, adapt, translate, create derivative works of, frame, mirror, republish, distribute, sell, resell, sub-licence, lease, rent, lend, time-share, white-label, or provide the Platform or any part of it to any third party as a service, bureau, agency, outsourcing or otherwise; (n) use any robot, spider, crawler, scraper, headless browser, automation framework, script, bot, agent, artificial intelligence agent or other automated means to access, index, harvest, scrape, mine or extract the Platform, its data, its interfaces or its content, except through an API expressly made available to You and strictly in accordance with its published limits; (o) use the Platform or any data obtained from it to train, fine-tune, evaluate, benchmark, distil or develop any machine learning model, artificial intelligence system, competing product or derivative dataset; (p) exceed any published or communicated rate limit, quota, fair-use threshold or capacity limit, or place an unreasonable, disproportionate or excessive load on the infrastructure; (q) remove, obscure, alter or falsify any proprietary notice, trade mark, watermark, copyright notice or attribution;
(C) Commercial and misrepresentation violations
(r) represent, state, imply, market, advertise, suggest or allow any person to believe that the Platform or any Output is government-approved, government-linked, government-backed, statutory, official, compliant, certified, audited, GST-integrated, e-invoice-enabled, or issued by or on behalf of any Governmental Authority, professional institute or regulator; (s) tender, produce, file, submit or rely upon any Output before any Governmental Authority, court, tribunal, auditor, lender, investor, insurer or counterparty as an official, statutory, audited, certified or authoritative record; (t) use the Platform as a system of record for any statutory, tax, audit, regulatory or evidentiary purpose; (u) resell, redistribute or provide access to the Platform to third parties, or use a single Account for the businesses of multiple unrelated persons, without an express written arrangement with the Operator; (v) use the Platform for benchmarking, competitive analysis, or with the object of developing a competing product.
9.3 Consequences of Prohibited Conduct
9.3.1 Any breach or suspected breach of Clause 9 entitles the Operator, at its sole discretion, immediately and without prior notice, to: (a) suspend, restrict, throttle or terminate Your Account and access; (b) disable Modules; (c) remove, quarantine, block or delete User Content; (d) preserve and disclose logs, records and User Content to law enforcement or any Governmental Authority; (e) report the matter to any Governmental Authority, law enforcement agency or affected third party; (f) forfeit all Fees paid, without refund; and (g) pursue all civil and criminal remedies available in law and equity.
9.3.2 The Operator's exercise or non-exercise of any of the above, and any monitoring or non-monitoring of use, shall never be construed as an assumption of any duty, obligation, warranty or liability, nor as a waiver of any right.
9.3.3 You shall fully indemnify the Operator in respect of all consequences of any breach of Clause 9 by You or by any person using Your Account.
10. INTELLECTUAL PROPERTY
10.1 The Platform, and all Intellectual Property in and to the Platform, including its software, source code, object code, architecture, algorithms, database schemas, data models, workflows, user interfaces, user experience, layouts, designs, look and feel, graphics, icons, illustrations, animations, colour schemes, typography, templates, text, help content, documentation, audio-visual elements, "Hisaabwala", "hisaabwala.org", "Simply Five Studio", all logos, word marks, device marks, taglines and all variants thereof, is and shall at all times remain the exclusive property of the Operator or its licensors, and is protected by the Copyright Act, 1957, the Trade Marks Act, 1999, the Designs Act, 2000, the Patents Act, 1970, the law of confidence and passing off, and all corresponding laws and international conventions worldwide.
10.2 Subject to Your full and continuing compliance with these Terms and payment of all Fees, the Operator grants You a limited, revocable, non-exclusive, non-transferable, non-sub-licensable, non-assignable personal right to access and use the Platform, in object-code and hosted form only, solely for Your own internal business or personal data-entry purposes, for the duration of a paid and subsisting Subscription Term. This is a licence of access only. No sale, assignment, transfer or grant of any proprietary right occurs.
10.3 All rights not expressly granted are reserved to the Operator. No right, title, interest, licence or immunity is granted by implication, estoppel, acquiescence, course of dealing, exhaustion or otherwise.
10.4 You shall not use, register, apply for, adopt or claim any right in respect of any trade mark, service mark, domain name, business name, trade name, social media handle, application name or logo that is identical with, deceptively similar to, confusingly similar to, or a translation, transliteration or phonetic equivalent of, "Hisaabwala", "Simply Five Studio" or any Operator mark, in any class, in any script, in any language, in any jurisdiction.
10.5 Feedback. Any suggestion, idea, enhancement request, feedback, recommendation, bug report, feature request, comment or other input You provide regarding the Platform is provided voluntarily, gratuitously and non-confidentially, and You hereby irrevocably assign to the Operator all right, title and interest therein worldwide in perpetuity, and waive all moral rights in respect thereof, without any obligation of attribution, consideration, compensation, royalty or accounting to You.
10.6 Output belongs to You to the extent it consists of Your own User Content. All templates, formats, layouts, arrangements, formulae, presentation, styling and generative logic by which Output is produced remain the Operator's Intellectual Property, and You acquire no right to extract, replicate, reuse or commercialise the same independently of the Platform.
11. THIRD PARTIES, INTEGRATIONS AND LINKS
11.1 The Platform may interoperate with, link to, embed, or permit You to connect third-party services, applications, APIs, gateways, storage providers, messaging providers, e-mail providers, communication channels, browser extensions, artificial intelligence services, automation platforms or devices ("Third-Party Services").
11.2 All Third-Party Services are used entirely at Your own election, discretion and risk. They are governed exclusively by their own terms and privacy policies, which You must read and accept independently. The Operator: (a) does not control, own, operate, endorse, certify, audit, verify or guarantee any Third-Party Service; (b) makes no representation or warranty as to their availability, security, accuracy, legality, data practices, continuity or fitness; and (c) bears no liability whatsoever for any act, omission, defect, outage, change, discontinuation, breach, data loss, data misuse, unauthorised disclosure, charge, penalty or damage arising from or relating to any Third-Party Service.
11.3 Where You authorise a Third-Party Service, an artificial intelligence agent, a personal assistant agent, an autonomous agent, a browser extension or any automation to access Your Account or User Content, You do so entirely at Your own risk, and every consequence of such access, including any transmission, disclosure, reproduction, retention, training upon, alteration, deletion or exfiltration of User Content by such third party or agent, is Your sole responsibility and liability. Such authorisation is deemed to be Your instruction under Clause 4.3.3.
11.4 The Operator may change, restrict or discontinue any integration at any time without notice or liability.
12. SUSPENSION, TERMINATION AND CONSEQUENCES
12.1 By You
12.1.1 You may cease using the Platform at any time and may request closure of Your Account in accordance with the Cancellations & Refund Policy. Such cessation or closure gives rise to no refund, credit or adjustment whatsoever.
12.1.2 Cessation of use does not relieve You of any accrued obligation, including payment of any amounts due.
12.2 By the Operator
12.2.1 The Operator may, at its sole and absolute discretion, with or without cause, with or without notice, and without any liability, refund, credit, compensation or obligation to state reasons: (a) suspend, restrict or limit Your access in whole or in part; (b) disable any Module; (c) terminate Your Account and these Terms; and (d) delete User Content in accordance with Clause 12.3.
12.2.2 Grounds on which the Operator may act include, without limitation: breach or suspected breach of these Terms; non-payment or payment reversal; chargeback initiation; suspected fraud, abuse, misuse or unlawful activity; conduct that endangers the Platform, the Operator, other Users or third parties; abusive, threatening, harassing or vexatious conduct towards the Operator or its personnel; a direction, order, notice or requirement of any Governmental Authority; a risk of legal, regulatory, reputational or security exposure to the Operator; prolonged inactivity; expiry of the Subscription Term; discontinuation of the Platform or of any Module; or the Operator's own business, technical or commercial judgment.
12.3 Consequences of Termination or Expiry
12.3.1 Upon expiry, suspension or termination: (a) all rights and licences granted to You cease immediately; (b) Your access to the Platform, Modules and User Content shall cease or be restricted; (c) all amounts due become immediately payable; (d) no Fee shall be refunded, credited or adjusted.
12.3.2 It is entirely and exclusively Your responsibility to export, download and retain Your User Content before expiry or termination. Where the Platform offers an export facility, You should use it well in advance. The Operator may, but is under no obligation whatsoever to, retain User Content or provide any grace period, export window, reactivation, restoration or data-retrieval assistance after expiry or termination.
12.3.3 The Operator may permanently and irreversibly delete, purge or render unrecoverable all User Content at any time after expiry, suspension or termination, subject only to such minimum retention as Applicable Law mandatorily requires or as is reasonably necessary for the Operator's own legal defence, security, audit, fraud prevention or backup-cycle purposes. The Operator shall bear no liability whatsoever for any such deletion or for any inability to recover any User Content, and You expressly waive all claims in that regard.
12.3.4 Where an Account is terminated for breach, the Operator may refuse to provide any export, copy or extract of User Content, and may retain such content as evidence for legal, regulatory or defensive purposes.
12.4 Survival
Clauses 1, 2, 4.3, 5.5, 6, 7.1, 7.3, 7.4, 9, 10, 11, 12.3, 13, 14, 15, 16, 17, 18, 19, 20, 21, 22 and 23, and every other provision which by its nature is intended to survive, shall survive the expiry or termination of these Terms for any reason, and shall continue in full force and effect indefinitely.
13. COMPREHENSIVE DISCLAIMER OF WARRANTIES
13.1 THE PLATFORM, ALL MODULES, ALL OUTPUT, ALL DOCUMENTATION AND EVERYTHING MADE AVAILABLE BY OR THROUGH THE OPERATOR ARE PROVIDED STRICTLY ON AN "AS IS", "AS AVAILABLE", "WITH ALL FAULTS" AND "WHERE-IS" BASIS, WITHOUT ANY WARRANTY, CONDITION, REPRESENTATION, GUARANTEE, ASSURANCE, UNDERTAKING OR TERM OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, COLLATERAL, CUSTOMARY, ARISING FROM COURSE OF DEALING OR TRADE USAGE, OR OTHERWISE.
13.2 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE OPERATOR EXPRESSLY EXCLUDES AND DISCLAIMS ALL WARRANTIES, CONDITIONS AND TERMS, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OR CONDITION OF:
(a) merchantability, satisfactory quality, or acceptable quality; (b) fitness for any particular, general, ordinary, intended or disclosed purpose; (c) accuracy, correctness, precision, exactness, reliability, adequacy, sufficiency, completeness, currency, timeliness or truthfulness of any Output, computation, arrangement, total, balance, summary or data; (d) compliance, conformity, adequacy, sufficiency or acceptability for any statutory, regulatory, taxation, accounting, auditing, financial-reporting, evidentiary, record-keeping, disclosure or filing purpose; (e) uninterrupted, continuous, timely, secure or error-free operation; (f) freedom from defect, bug, error, vulnerability, virus, malicious code or harmful component; (g) security, confidentiality, invulnerability, or immunity from unauthorised access, interception, breach, attack, compromise or exfiltration; (h) preservation, retention, integrity, recoverability, restorability or non-corruption of any data; (i) non-infringement, quiet enjoyment, or title; (j) that any defect, error or non-conformity will be found, reported, acknowledged, prioritised or corrected; (k) that the Platform will meet Your requirements, expectations, assumptions, business needs or regulatory needs; (l) that results, calculations, savings, efficiencies, benefits or outcomes of any kind will be achieved; (m) that the Platform, any Module or any Output is or will remain lawful, permissible or usable in any jurisdiction, for any use case, or under any regulation.
13.3 No advice, information, statement, communication, help-text, tutorial, screenshot, demonstration, support response, marketing material, testimonial or representation, whether oral or written, obtained from the Operator or through the Platform, shall create any warranty, condition, representation or obligation not expressly stated in these Terms, nor shall it enlarge the scope of any obligation of the Operator.
13.4 The Operator specifically and emphatically disclaims all responsibility, liability and warranty in respect of: any statutory or regulatory consequence to You; any tax demand, assessment, reassessment, scrutiny, audit, survey, search, seizure, summons, show-cause notice, penalty, interest, prosecution, disallowance, denial of input tax credit, or adverse order; any accounting or audit qualification, adverse remark, or disclaimer of opinion; any dispute with any customer, supplier, vendor, debtor, creditor, employee, bank, lender, insurer, investor or counterparty; any commercial decision made by You or any person; any loss of business, profit, revenue, opportunity, goodwill or reputation; and any consequence of Your own data, Your own configurations, Your own choices, or Your own reliance.
13.5 Where any Applicable Law confers a warranty, guarantee, condition or right that cannot lawfully be excluded, the Operator's liability for breach thereof shall, to the maximum extent permitted, be limited to the minimum extent permitted by such law, and in any event shall not exceed the cap in Clause 14.
14. EXCLUSION AND LIMITATION OF LIABILITY
14.1 Complete Exclusion
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER hisaabwala.org NOR SIMPLY FIVE STUDIO NOR ITS PROPRIETOR NOR ANY OF ITS AFFILIATES, EMPLOYEES, CONTRACTORS, CONSULTANTS, AGENTS, OFFICERS, REPRESENTATIVES, LICENSORS OR SERVICE PROVIDERS (COLLECTIVELY, THE "PROTECTED PERSONS") SHALL BE LIABLE, RESPONSIBLE OR ACCOUNTABLE, UNDER ANY THEORY OF LIABILITY WHATSOEVER, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, ABSOLUTE LIABILITY, VICARIOUS LIABILITY, PRODUCT LIABILITY, RESTITUTION, EQUITY, STATUTE, DELICT, QUASI-CONTRACT, MISREPRESENTATION, BREACH OF STATUTORY DUTY OR OTHERWISE, FOR ANY LOSS, DAMAGE, HARM, INJURY, COST, EXPENSE, LIABILITY, PENALTY, CLAIM, DEMAND, RISK, DISADVANTAGE, DETRIMENT, PREJUDICE OR CONSEQUENCE OF ANY NATURE WHATSOEVER, DIRECT OR INDIRECT, ARISING OUT OF, RELATING TO, IN CONNECTION WITH, OR IN ANY MANNER TOUCHING UPON THE PLATFORM, ITS AVAILABILITY OR UNAVAILABILITY, ANY MODULE, ANY OUTPUT, ANY USER CONTENT, ANY THIRD-PARTY DATA, THESE TERMS, OR THE USE, MISUSE, INABILITY TO USE, OR RELIANCE UPON ANY OF THE FOREGOING, BY ANY MEANS AND THROUGH ANY MEDIUM, INCLUDING WITHOUT LIMITATION VIA THE WEB, ANY WEBSITE, ANY BROWSER OR BROWSER EXTENSION, ANY DESKTOP OR LAPTOP COMPUTER, ANY MOBILE DEVICE, TABLET, PHABLET, WEARABLE OR SMART DEVICE, ANY EMBEDDED OR INTERNET-OF-THINGS DEVICE, ANY KIOSK OR TERMINAL, ANY API OR WEBHOOK, ANY AUTOMATION OR SCRIPT, ANY ARTIFICIAL INTELLIGENCE AGENT, ANY PERSONAL ASSISTANT AGENT, ANY AUTONOMOUS AGENT, ANY LARGE LANGUAGE MODEL, OR ANY OTHER MEANS, TECHNOLOGY OR MEDIUM NOW KNOWN OR HEREAFTER DEVISED.
14.2 Excluded Heads of Loss
Without limiting Clause 14.1, the Protected Persons shall in no event be liable for any:
(a) indirect, incidental, special, punitive, exemplary, aggravated, vindictive, consequential, remote or contingent loss or damage; (b) loss of profit, revenue, turnover, income, margin, savings (anticipated or actual), business, contract, order, customer, supplier, market, or economic opportunity; (c) loss of or damage to goodwill, reputation, brand, credit rating, credit score, standing, image, trust or business relationship; (d) loss, corruption, deletion, alteration, unavailability, inaccessibility, mis-delivery, disclosure or inability to recover any data, User Content, Output, record, file, backup or configuration; (e) business interruption, downtime, delay, loss of use, wasted expenditure, wasted management or staff time, or cost of procuring substitute services; (f) tax, duty, cess, interest, penalty, fine, late fee, prosecution, compounding charge, disallowance, denial or reversal of input tax credit, demand, assessment, reassessment, or any consequence of any proceeding before any Governmental Authority; (g) audit qualification, adverse audit remark, adverse observation, disclaimer of opinion, restatement, or professional or regulatory consequence; (h) regulatory action, investigation, inquiry, notice, order, direction, penalty, suspension, cancellation of registration or licence, blacklisting, or debarment; (i) claim, dispute, litigation, arbitration or proceeding brought by or against any third party, including any customer, supplier, vendor, debtor, creditor, bank, employee or Data Principal of the User; (j) mental agony, distress, anxiety, inconvenience, harassment, deficiency in service, unfair trade practice claim, or loss of amenity; (k) personal injury or death, save and except to the extent that Applicable Law prohibits the exclusion thereof; (l) any loss arising from Your own act, omission, negligence, error, misconfiguration, data entry, choice of Module, choice of Subscription Term, failure to back up, failure to verify, failure to secure credentials, or failure to obtain professional advice,
in each case whether or not the Protected Persons were advised of, knew of, or ought reasonably to have foreseen the possibility of such loss, and whether or not such loss was reasonably foreseeable.
14.3 Aggregate Financial Cap
IF, NOTWITHSTANDING CLAUSES 13, 14.1 AND 14.2, ANY PROTECTED PERSON IS HELD LIABLE BY A COURT, TRIBUNAL, ARBITRAL AUTHORITY, FORUM OR AUTHORITY OF COMPETENT JURISDICTION, THEN THE TOTAL, AGGREGATE AND CUMULATIVE LIABILITY OF ALL PROTECTED PERSONS TAKEN TOGETHER, FOR ALL CLAIMS, CAUSES OF ACTION, DEMANDS AND PROCEEDINGS OF EVERY KIND ARISING OUT OF OR RELATING TO THE PLATFORM AND THESE TERMS, WHETHER SINGLY OR IN AGGREGATE, SHALL NOT IN ANY CIRCUMSTANCE EXCEED THE LOWER OF:
(a) THE TOTAL SUBSCRIPTION FEES ACTUALLY RECEIVED BY THE OPERATOR FROM YOU IN RESPECT OF THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE DATE ON WHICH THE FIRST EVENT GIVING RISE TO THE CLAIM OCCURRED; AND
(b) INDIAN RUPEES FIVE THOUSAND (INR 5,000).
14.3.1 This cap is a single, aggregate, cumulative cap. Multiple claims, whether by You or by any person claiming through, under or on behalf of You, shall not enlarge it. It applies irrespective of the number of incidents, claimants, causes of action or heads of loss.
14.3.2 Where no Fee has been received from You, the aggregate liability of the Protected Persons shall be nil.
14.3.3 The Parties expressly agree that this cap is a fair, reasonable, negotiated and proportionate allocation of risk, having regard to the low Subscription Fee, the non-critical and non-statutory nature of the Platform as declared in Clause 2, the User's complete control over User Content, and the User's obligation to maintain independent records and professional advice. The Subscription Fee would be materially higher but for this cap.
14.4 Basis of the Bargain and Independence
14.4.1 The disclaimers, exclusions and limitations in Clauses 13 and 14 are fundamental elements of the basis on which the Parties have contracted, apply even if any remedy is found to have failed of its essential purpose, and shall survive and remain fully effective notwithstanding any fundamental breach, repudiation, termination or frustration of these Terms.
14.4.2 Each disclaimer, exclusion and limitation is severable and independent. If any is held unenforceable in whole or in part, the remainder shall continue to apply to the fullest extent permitted, and the unenforceable part shall be read down, and not struck out, to the minimum extent necessary to render it enforceable.
14.5 Statutory Savings
Nothing in these Terms purports to exclude or restrict any liability which cannot lawfully be excluded or restricted under Applicable Law, including liability for fraud, fraudulent misrepresentation or wilful misconduct on the Operator's part, or any liability the exclusion of which is void under any consumer protection statute. Every exclusion and limitation herein applies only to the maximum extent that Applicable Law permits.
14.6 Sole Remedy
14.6.1 Your sole and exclusive remedy in respect of any dissatisfaction with, defect in, or grievance concerning the Platform is to cease using it and to allow Your Subscription to lapse, without refund.
14.6.2 You shall not be entitled to specific performance, mandatory injunction, restitution, rescission, rectification, reinstatement, restoration of data, or any equitable relief compelling the Operator to provide, restore, continue or reinstate the Platform, any Module, any Account or any User Content.
14.7 Time Bar
Any claim arising out of or relating to the Platform or these Terms must be notified in writing to the Operator within thirty (30) days of the date on which the User first became aware, or with reasonable diligence ought to have become aware, of the facts giving rise to it, and any proceeding in respect thereof must be commenced within six (6) months of that date, failing which such claim shall be absolutely and irrevocably waived, released, extinguished and barred, to the maximum extent permitted by Applicable Law, notwithstanding any longer period of limitation that might otherwise apply.
15. SECURITY, DATA BREACH AND ATTRIBUTION OF RISK
15.1 The Operator implements and maintains reasonable technical, organisational and administrative security measures appropriate to the nature, scale and sensitivity of its operations, consistent with the standard of reasonable security practices and procedures contemplated by the Information Technology Act, 2000 and the rules thereunder. Details are set out in the Privacy Policy.
15.2 The User expressly acknowledges, accepts and agrees that:
(a) no system, network, protocol, cryptographic scheme, control, hosting arrangement, device or human process is or can be made absolutely secure, impenetrable or invulnerable, and that the Operator gives no warranty, guarantee or assurance of absolute security; (b) the internet and all public networks are inherently insecure, and transmission over them is at the User's own risk; (c) the security of the User's own devices, browsers, extensions, operating systems, networks, e-mail accounts, SIM cards, physical premises and personnel is entirely the User's own responsibility, and the Operator has no visibility of, control over, or responsibility for the same.
15.3 The Operator shall bear no liability whatsoever, and the User shall have no claim of any kind, in respect of any unauthorised access to, or acquisition, disclosure, alteration, destruction, exfiltration or misuse of, User Content or Personal Data arising from or in connection with:
(a) any brute-force, credential-stuffing, dictionary, password-spraying or similar attack on any server, service, account or credential; (b) any hacking, cracking, intrusion, penetration, exploitation of a vulnerability (whether known, unknown, zero-day, or in any third-party dependency, library, operating system, hypervisor, firmware or hardware), malware, ransomware, supply-chain compromise, denial-of-service attack, side-channel attack, or any other cyber attack, whether by a criminal, an insider, a competitor, an activist, an organised group, or a state or state-sponsored actor; (c) any phishing, vishing, smishing, social engineering, business e-mail compromise, SIM swap, session hijacking, man-in-the-middle attack, or interception directed at the User or any of the User's personnel; (d) any compromise, loss, theft, sharing, weakness, reuse or negligent handling of credentials by the User or any person to whom the User granted access; (e) any compromise, infection, theft, loss or misconfiguration of the User's own devices, browsers, extensions, networks, routers, e-mail accounts, cloud accounts, integrations, automations or artificial intelligence agents; (f) any act, omission, breach, outage or failure of any third-party hosting provider, data centre, cloud provider, network operator, content delivery network, payment gateway, e-mail provider, storage provider or other service provider; (g) any willful, deliberate, negligent, inadvertent, unauthorised or mistaken export, download, print, screenshot, screen recording, photograph, copy, transcription, forwarding, transmission, publication, sharing, sale, leak, disclosure or onward circulation of any User Content or Third-Party Data, in any form or medium, by the User, by any person authorised or permitted by the User, by any employee, agent, contractor, consultant, family member or former personnel of the User, by any person who obtains access through the User's credentials or devices, or by any third party, agent, automation or artificial intelligence agent connected by the User ("User-Side Exfiltration"); (h) any republication, aggregation, indexing, resale, scraping, dark-web circulation, or other downstream dissemination of data following any User-Side Exfiltration or any incident described in this Clause 15.3; (i) any act of God, Force Majeure Event, government-mandated access, lawful interception, or compelled disclosure.
15.4 The Operator's responsibility in respect of data security is limited strictly to maintaining reasonable security practices in respect of infrastructure and systems directly and exclusively within the Operator's own operational control. It extends to nothing beyond that, and specifically does not extend to any data once it has left the Operator's systems by any means, howsoever occasioned.
15.5 Where a personal data breach occurs within the Operator's own systems, the Operator shall give such intimation to the Data Protection Board of India, to affected Data Principals and to other Governmental Authorities as Applicable Law mandatorily requires. The making of any such intimation is a statutory compliance measure only, and shall never constitute, be construed as, or be tendered as an admission of fault, negligence, deficiency, breach or liability on the Operator's part, in any forum, for any purpose.
15.6 The User shall promptly notify the Operator of any breach, compromise or suspected incident affecting the User's Account, shall cooperate fully with the Operator's investigation and remediation, and shall bear its own costs of doing so. The User shall not make any public statement, media disclosure, social media post, or communication to any third party attributing any incident to the Operator without the Operator's prior written consent, except where mandatorily required by Applicable Law.
15.7 The Operator welcomes good-faith reports of suspected vulnerabilities at [email protected]. However, no person is authorised to conduct any security testing, scanning, probing or exploitation against the Platform without the Operator's express prior written authorisation. Unauthorised testing is a prohibited act under Clause 9.2 and an offence under Applicable Law, and shall be pursued accordingly. The Operator operates no bug bounty programme and offers no reward, immunity, safe harbour or indemnity in respect of any report.
16. INDEMNITY
16.1 You shall, at Your own cost and expense, defend, indemnify, save and hold harmless each of the Protected Persons from, against and in respect of any and all claims, demands, notices, actions, suits, proceedings, investigations, inquiries, prosecutions, complaints, liabilities, obligations, losses, damages, compensation, awards, decrees, orders, judgments, settlements, penalties, fines, interest, taxes, cesses, levies, costs, charges and expenses of every kind (including reasonable and actual advocates' fees on a full-indemnity basis, expert fees, court fees, arbitration costs, investigation costs, forensic costs, notification costs and internal management time), whether or not resulting in liability, arising out of, relating to, or in connection with:
(a) any User Content, including its accuracy, legality, ownership, source, sensitivity, disclosure or retention; (b) any Third-Party Data, including any absence, invalidity or withdrawal of consent or lawful basis, any failure of notice, or any grievance, complaint, request or claim by any Data Principal or third party; (c) Your use, misuse or manner of use of the Platform, any Module or any Output, or any reliance placed on any of them by You or by any person; (d) any breach or alleged breach by You of these Terms, of any incorporated policy, of any representation or warranty herein, or of any Applicable Law; (e) any breach or alleged breach of the Intellectual Property, privacy, publicity, confidentiality, contractual or other rights of any person; (f) any statutory, taxation, regulatory, accounting, auditing, compliance, filing, disclosure or record-keeping obligation of Yours, howsoever arising, and any proceeding, notice, demand, assessment or penalty in respect thereof; (g) any representation, statement or holding-out by You, whether express or implied, that the Platform or any Output is official, statutory, compliant, certified, audited, government-approved, government-linked or authoritative; (h) any tendering, production, filing or submission by You of any Output before any Governmental Authority, court, tribunal, auditor, lender, insurer, investor or counterparty; (i) any dispute between You and any of Your customers, suppliers, vendors, debtors, creditors, employees, partners, shareholders, bankers, insurers, investors, advisors or any other person; (j) any activity occurring under Your Account, whether authorised by You or not, including by any person, device, integration, automation or artificial intelligence agent; (k) any User-Side Exfiltration as defined in Clause 15.3(g), and any downstream consequence thereof; (l) any unauthorised, fraudulent or disputed payment, chargeback or reversal in connection with Your Account; (m) any prohibited conduct under Clause 9; (n) any claim brought against any Protected Person by any third party by reason of, or in any manner connected with, Your acts, omissions or use of the Platform.
16.2 The Operator may, at its sole option and at Your cost, assume exclusive control of the defence and settlement of any indemnified claim. You shall not settle, compromise, admit liability in respect of, or consent to any judgment or order concerning, any indemnified claim in a manner that imposes any obligation, admission, restriction or payment upon any Protected Person, without the Operator's prior written consent.
16.3 You shall promptly notify the Operator of any claim or potential claim that may attract this indemnity, shall provide full cooperation, information, documents and assistance, and shall not prejudice the defence of any such claim.
16.4 This indemnity is a continuing indemnity, is independent of and in addition to every other right and remedy of the Protected Persons, is not subject to any cap or limitation whatsoever (including the cap in Clause 14.3, which applies only to the Operator's liability and not to Your indemnity), and shall survive termination indefinitely.
17. REPRESENTATIONS AND WARRANTIES OF THE USER
You represent, warrant, undertake and covenant, on a continuing basis for so long as You use the Platform, that:
17.1 You have full legal capacity, right, power and authority to enter into and perform these Terms, and these Terms constitute a valid, binding and enforceable obligation upon You.
17.2 You have read, understood and accepted these Terms and every incorporated policy in full, in a language You comprehend, and have had a full and unhindered opportunity to seek independent legal, accounting, taxation and professional advice before doing so.
17.3 You understand and accept, without reservation, the declarations in Clause 2, including that the Platform is a data-entry and processing utility only, is not compliance, accounting, audit, taxation or government-linked software, and that no Output is an official or statutory record of any business transaction.
17.4 You are not relying on the Platform or any Output for any statutory, regulatory, taxation, audit, accounting, evidentiary or legal purpose, and shall not do so.
17.5 All User Content is lawfully Yours to enter, is entered with all necessary rights, consents, authorisations and lawful bases, and does not and will not infringe any right of any person or contravene any Applicable Law.
17.6 You shall comply with all Applicable Law in Your use of the Platform, and shall independently discharge all of Your own statutory, regulatory, taxation, accounting, audit, disclosure and record-keeping obligations through appropriate independent means and qualified professionals.
17.7 You shall maintain Your own independent, complete and verified records and backups outside the Platform.
17.8 You shall not use the Platform for any purpose prohibited by Clause 9.
17.9 The funds used to pay Fees are from lawful sources and are not the proceeds of any crime or unlawful activity.
17.10 All information provided by You to the Operator is true, accurate, complete and not misleading.
17.11 You are not the subject of any sanction, designation or restriction as described in Clause 3.2.
18. DISPUTE RESOLUTION
18.1 Good Faith Resolution: Mandatory First Step
18.1.1 The Parties agree that the vast majority of concerns can and should be resolved without formal proceedings. Accordingly, before initiating any arbitration, suit, complaint, petition, proceeding, claim or action of any nature whatsoever against any Protected Person, before any forum whatsoever, You shall:
(a) send a detailed written notice of dispute to [email protected], marked "Notice of Dispute", setting out: Your Account identifier, the complete factual basis of the dispute, every provision alleged to have been breached, the specific loss alleged with supporting computation and documentary proof, and the specific relief sought; (b) allow the Operator a period of sixty (60) days from the date of receipt of such notice to investigate, respond, and where appropriate cure or resolve the matter; and (c) during that period, negotiate in good faith and participate in at least one discussion (which may be conducted by telephone, video conference or exchange of correspondence) if the Operator so requests.
18.1.2 Compliance with Clause 18.1.1 is a mandatory condition precedent to the initiation of any proceeding. Any proceeding initiated in breach of it is premature, and the Operator shall be entitled to seek its dismissal, stay or rejection, and to recover from You all costs occasioned thereby on a full-indemnity basis.
18.1.3 The limitation period for any claim shall stand extended, and not abridged, by the duration of the notice period, so that no prejudice is caused to either Party by compliance with this clause.
18.2 Arbitration
18.2.1 Any dispute, difference, controversy or claim arising out of, relating to, or in connection with these Terms or the Platform, including as to its existence, validity, interpretation, performance, breach or termination, which is not resolved under Clause 18.1, shall be referred to and finally resolved by arbitration under the Arbitration and Conciliation Act, 1996, as amended.
18.2.2 The arbitration shall be conducted by a sole arbitrator appointed by the Operator, provided that where You object in writing to such appointment within fifteen (15) days, the sole arbitrator shall be appointed by mutual consent, and failing consent within a further thirty (30) days, in accordance with the provisions of the said Act.
18.2.3 The seat and venue of arbitration shall be Chennai, Tamil Nadu, India. The language shall be English. The arbitration shall be conducted on a documents-only basis unless the arbitrator directs otherwise, and may be conducted by video conference.
18.2.4 The award shall be final and binding on the Parties. Each Party shall bear its own costs, and the arbitrator's fees and administrative costs shall be shared equally, unless the arbitrator directs otherwise, including where a claim is found to be frivolous or vexatious.
18.2.5 The arbitrator shall have no power or authority to: (a) award any relief in excess of the cap in Clause 14.3; (b) award punitive, exemplary or aggravated damages; (c) grant any relief on a class, collective, consolidated or representative basis; (d) disregard, rewrite, read down or refuse to give effect to any express provision of these Terms; or (e) award specific performance compelling continued provision of the Platform.
18.2.6 Notwithstanding this clause, either Party may apply to a court of competent jurisdiction at Chennai for interim, urgent or protective relief, including injunctions to restrain breach of Clause 9, Clause 10 or any confidentiality obligation, without thereby waiving arbitration.
18.3 Governing Law and Exclusive Jurisdiction
18.3.1 These Terms, and all matters arising out of or relating to them or to the Platform, shall be governed by, construed and interpreted in accordance with the laws of India, without regard to any conflict-of-laws principle that would direct the application of the law of any other jurisdiction.
18.3.2 Subject to Clause 18.2, the courts and tribunals at Chennai, Tamil Nadu, India shall have sole and exclusive jurisdiction over all disputes, and each Party irrevocably submits to that jurisdiction and irrevocably waives any objection on grounds of venue, forum non conveniens, inconvenience or otherwise.
18.3.3 You irrevocably agree not to commence, maintain, support, fund or participate in any proceeding against any Protected Person in any other forum or jurisdiction, and agree that the Operator shall be entitled to an anti-suit injunction and to recover all costs of resisting any such proceeding on a full-indemnity basis.
18.3.4 The United Nations Convention on Contracts for the International Sale of Goods and any conflict-of-law rules that would apply the law of any jurisdiction other than India are expressly excluded.
18.3.5 Where You are situated outside India, You additionally and irrevocably waive, to the maximum extent permitted by law, any right to invoke the law, courts, regulators, data protection authorities, consumer forums or dispute-resolution mechanisms of any other jurisdiction in respect of any matter arising out of the Platform.
18.4 No Class, Collective or Representative Proceedings
18.4.1 All disputes shall be resolved solely on an individual basis. You irrevocably waive, to the maximum extent permitted by Applicable Law, any right to bring, join, participate in, fund, support or benefit from any class action, collective action, representative action, consolidated action, group litigation, public interest litigation, mass claim, coordinated campaign or joint proceeding against any Protected Person.
18.4.2 Claims of multiple Users shall not be consolidated, joined or heard together without the Operator's express written consent.
18.5 Frivolous, Vexatious, Coercive and Retaliatory Claims
18.5.1 The Parties record their common intention that the dispute-resolution mechanism in this Clause 18 shall be the sole and exclusive route for the ventilation of any grievance, and that recourse to threats, coercion, publicity, harassment or pressure tactics is inconsistent with that intention and with good faith.
18.5.2 You shall not, and shall not procure, instigate, fund or assist any person to:
(a) issue or cause to be issued any threat, demand, communication or notice to any Protected Person, or to any customer, supplier, service provider, banker, payment provider, hosting provider, employee, family member or associate of any Protected Person, with the object or effect of coercing, intimidating, pressurising, extorting, blackmailing or harassing any Protected Person, or of extracting any refund, payment, concession or advantage not lawfully due; (b) make, publish, circulate, cause to be published, or amplify any false, misleading, malicious, disparaging or defamatory statement concerning any Protected Person, the Platform, or any of their services, whether on any website, application store, review platform, social media, messaging group, broadcast, print or other medium; (c) initiate or threaten any proceeding, complaint or notice which is frivolous, vexatious, speculative, malicious, an abuse of process, brought without reasonable cause, brought for a collateral purpose, or brought in breach of Clause 18.1, 18.2, 18.3 or 18.4; (d) file any false or malicious complaint, first information report, criminal complaint or regulatory complaint against any Protected Person; (e) interfere with, damage, disrupt or attempt to disrupt the Operator's business, infrastructure, reputation, banking arrangements, domain names, hosting arrangements, payment arrangements, personnel or commercial relationships by any means; (f) engage in any doxxing, stalking, surveillance, intimidation, physical or verbal abuse, or threat of harm directed at any Protected Person or any person associated with them.
18.5.3 Any breach of Clause 18.5.2 shall constitute a material breach of these Terms and shall entitle the Operator, in addition to and without prejudice to every other right and remedy, to:
(a) immediately suspend and terminate Your Account and all access, without notice and without refund; (b) recover from You all costs, charges and expenses incurred in dealing with, resisting or defending such conduct, including advocates' fees on a full-indemnity basis, and all consequent losses, under the indemnity in Clause 16; (c) seek and obtain injunctive and declaratory relief, including ex parte, interim, mandatory and permanent injunctions, and orders for takedown, retraction, apology and correction; (d) claim damages, including for defamation, injurious falsehood, malicious falsehood, slander of goods, tortious interference, breach of contract and loss of reputation; (e) initiate and pursue all lawful civil, criminal, regulatory and other proceedings and remedies available under Applicable Law, including proceedings for extortion, criminal intimidation, criminal breach of trust, cheating, forgery, defamation, mischief, criminal conspiracy and offences relating to computer resources, under the Bharatiya Nyaya Sanhita, 2023, the Information Technology Act, 2000, the Code of Civil Procedure, 1908, the Bharatiya Nagarik Suraksha Sanhita, 2023, and any other Applicable Law; (f) counter-claim in any proceeding instituted by You, including for malicious prosecution, abuse of process, compensatory costs for false or vexatious claims, and special costs.
18.5.4 The Operator's rights under this Clause 18.5 are cumulative, are without prejudice to any other right, and shall survive termination indefinitely. Forbearance in exercising them shall never constitute waiver.
18.5.5 For the avoidance of doubt and without in any way diluting the foregoing: nothing in these Terms is intended to, or shall be construed to, prevent any person from making a bona fide report, complaint or disclosure to any Governmental Authority where Applicable Law confers a non-waivable right or imposes a duty to do so, or from exercising any statutory right that Applicable Law expressly declares cannot be waived by contract. Clause 18.5 is directed solely at conduct that is coercive, malicious, false, frivolous, vexatious or an abuse of process, and at recourse taken in breach of the agreed dispute-resolution mechanism.
19. GRIEVANCE REDRESSAL
19.1 In compliance with the Information Technology Act, 2000, the Information Technology (Intermediary Guidelines and Digital Media Ethics Code) Rules, 2021, the Consumer Protection (E-Commerce) Rules, 2020, and the Digital Personal Data Protection Act, 2023, the Operator designates the following officer for the receipt and redressal of grievances:
Grievance Officer / Nodal Officer / Data Protection Contact Name: Mr. Mohamed Jamnagarwala Designation: Proprietor, Simply Five Studio Address: 22 Josier Street, Nungambakkam, Chennai 600034, Tamil Nadu, India E-mail: [email protected]
19.2 Grievances must be submitted in writing to the above e-mail address, must clearly identify the complainant and the Account, must state the grievance with particulars, and must enclose supporting material. The Operator shall acknowledge receipt within the period prescribed by Applicable Law and shall endeavour to dispose of the grievance within the period so prescribed.
19.3 Anonymous, incomplete, abusive, repetitive, vexatious or unsubstantiated communications may be closed without action.
19.4 Recourse to the grievance mechanism does not suspend, extend or excuse any obligation of the User, and does not create any admission or liability on the Operator's part.
20. NOTICES
20.1 Notices to the Operator shall be sent to [email protected] and, where a physical notice is required by law, to the address in Clause 19.1. E-mail is the preferred and sufficient mode.
20.2 Notices to You shall be sent to the e-mail address registered on Your Account, or delivered by in-application notification, or published on the Platform, and shall be deemed duly served upon despatch, posting or publication as the case may be, regardless of actual receipt or reading.
20.3 It is Your responsibility to keep Your registered contact details current and Your mailbox functional and monitored. Failure of a notice to reach You for any reason attributable to You, to Your service providers, to spam filtering, or to Your configuration, shall not invalidate the notice.
21. FORCE MAJEURE
21.1 The Operator shall not be liable for, and shall be excused from, any delay, interruption, degradation, suspension, failure or non-performance arising directly or indirectly from any event or circumstance beyond its reasonable control (a "Force Majeure Event"), including: act of God; earthquake, flood, cyclone, storm, fire, lightning, drought, landslide or other natural calamity; epidemic, pandemic, quarantine, lockdown or public health emergency; war, invasion, hostilities, armed conflict, terrorism, sabotage, insurgency, riot, civil commotion, mob violence, bandh or curfew; strike, lockout, labour dispute or industrial action; failure or shortage of power, fuel, water, cooling, telecommunications or internet connectivity; internet or network outage, routing failure, cable cut, peering dispute or DNS failure; failure, outage, breach, insolvency, discontinuation or withdrawal of any hosting provider, data centre, cloud provider, content delivery network, payment gateway, e-mail provider, certificate authority, registrar or other third-party service; cyber attack, distributed denial-of-service attack, ransomware, malware or zero-day exploit; hardware, firmware, hypervisor or software failure; any act, order, direction, notification, regulation, restriction, prohibition, blocking order, internet shutdown, licence condition, expropriation, requisition or intervention of any Governmental Authority; change in Applicable Law; embargo or sanction; or any other cause, whether similar or dissimilar, beyond the Operator's reasonable control.
21.2 No Force Majeure Event shall entitle You to any refund, credit, extension, pro-rata adjustment, compensation or damages of any kind.
21.3 If a Force Majeure Event continues for more than sixty (60) consecutive days, either Party may terminate these Terms by written notice, without liability, and without any refund becoming payable.
22. GENERAL PROVISIONS
22.1 Amendment
22.1.1 The Operator may amend, vary, supplement, restate or replace these Terms and any incorporated policy at any time, at its sole discretion, by publishing the revised version on the Platform with an updated Effective Date, and, where the change is material, by such additional notice as the Operator considers appropriate.
22.1.2 Your continued access to or use of the Platform after publication of a revised version constitutes Your unconditional acceptance of it. If You do not accept a revision, You must cease all use immediately; no refund shall arise on that account.
22.1.3 It is Your responsibility to review these Terms periodically. The version published on the Platform at any time is the operative version.
22.2 Assignment
22.2.1 You shall not assign, novate, transfer, charge, sub-licence, delegate or otherwise deal with these Terms, Your Account, or any right or obligation under them, in whole or in part, without the Operator's prior written consent. Any purported assignment without such consent is void.
22.2.2 The Operator may freely assign, novate or transfer these Terms and all rights and obligations hereunder, in whole or in part, to any person, including in connection with any merger, amalgamation, restructuring, conversion of legal form, sale of business or transfer of assets, without Your consent and without notice.
22.3 Severability and Reading Down
If any provision of these Terms is held to be invalid, illegal, void, unenforceable or contrary to public policy by any court, tribunal or authority of competent jurisdiction, then: (a) such provision shall first be read down, narrowed, limited or modified to the minimum extent necessary to render it valid and enforceable while preserving the maximum protection to the Operator that Applicable Law permits; (b) only if such reading down is impossible shall the provision be severed; (c) the severance shall be confined to the offending part and to the jurisdiction concerned; and (d) all remaining provisions shall continue in full force and effect.
22.4 Waiver
No failure, delay, forbearance, indulgence, partial exercise or course of conduct on the Operator's part in exercising any right, power or remedy shall operate as a waiver thereof, nor shall it preclude any further or other exercise. No waiver is effective unless made expressly in writing and signed by the Operator, and shall apply only to the specific instance and purpose stated.
22.5 Entire Agreement
These Terms, together with the documents incorporated by reference, constitute the entire agreement between the Parties in respect of the Platform, and supersede and extinguish all prior and contemporaneous agreements, understandings, arrangements, communications, negotiations, proposals, quotations, demonstrations, representations, statements, assurances and warranties, whether oral or written, express or implied, in respect of the same subject matter. Neither Party has relied upon any statement not expressly set out herein, save that nothing in this clause excludes liability for fraud.
22.6 Relationship of the Parties
Nothing in these Terms creates any partnership, joint venture, agency, franchise, distributorship, employment, fiduciary, trust, association of persons, body of individuals or other relationship between the Parties beyond that of independent contracting parties. Neither Party has authority to bind, represent or incur obligations on behalf of the other.
22.7 No Third-Party Rights
Save for the Protected Persons (each of whom may enforce Clauses 13, 14, 15 and 16 directly), these Terms confer no right, benefit or cause of action upon any person who is not a Party, and no such person may enforce any provision hereof.
22.8 Cumulative Remedies
All rights and remedies of the Operator under these Terms are cumulative and in addition to, and not in substitution for, any right or remedy available at law, in equity or under statute.
22.9 Further Assurance
You shall promptly execute such documents and do such acts as the Operator may reasonably require to give full effect to these Terms.
22.10 Language
These Terms are made in the English language. Any translation is provided for convenience only, and in the event of any discrepancy, ambiguity or conflict, the English version shall prevail absolutely for all purposes.
22.11 Electronic Records and Evidence
22.11.1 These Terms and all electronic records, logs, audit trails, timestamps, IP records, session records, click records and communications generated or maintained by the Operator shall constitute valid and admissible evidence of the matters recorded therein, and You waive any objection to their admissibility, authenticity or evidentiary value on the ground that they are electronic records or are not originals.
22.11.2 The Operator's records shall, in the absence of manifest error, be conclusive evidence of Your use of the Platform, of Your acceptance of these Terms, and of all Fees, transactions and instructions.
22.12 Confidentiality
22.12.1 Each Party shall keep the other's Confidential Information confidential, use it only for the purposes of these Terms, and not disclose it save to those who need to know and who are bound by equivalent obligations, or as required by Applicable Law.
22.12.2 This obligation does not apply to information that is or becomes public other than by breach, was lawfully known without obligation, or is independently developed.
22.13 Publicity
You shall not issue any press release, public statement, advertisement or communication referring to the Operator, the Platform or these Terms without the Operator's prior written consent. The Operator may, unless You object in writing to [email protected], identify You as a user of the Platform by name and logo in its own marketing material.
22.14 Costs
Each Party shall bear its own costs of negotiating and performing these Terms, save that You shall bear all costs (including advocates' fees on a full-indemnity basis) incurred by the Operator in enforcing these Terms, recovering any amount due, or resisting any claim brought in breach of Clause 18.
22.15 Set-Off by the Operator
The Operator may set off any amount owed by it to You against any amount owed by You to it, whether present, future, actual or contingent.
22.16 Compliance with Lawful Requests
The Operator may, without notice to You and without liability, preserve, access, review and disclose Your Account information, User Content, logs and records to any Governmental Authority, law enforcement agency, court, tribunal or third party, where the Operator in good faith considers it necessary or advisable to: (a) comply with Applicable Law, any subpoena, summons, warrant, notice, order or direction; (b) enforce these Terms; (c) respond to a claim of infringement or illegality; (d) protect the rights, property, safety or security of the Operator, any User or the public; or (e) prevent, detect or investigate fraud, abuse or a security incident. You expressly consent to such disclosure and waive any claim arising therefrom.
22.17 Headings and Emphasis
Bold text, capitalisation and emphasis are used for the User's attention only and do not alter meaning or effect.
22.18 Acknowledgement of Fairness
You acknowledge that: You entered into these Terms voluntarily and without coercion, undue influence, misrepresentation, fraud or mistake; the Platform is offered at a modest Subscription Fee; the allocation of risk in these Terms is a fair, reasonable and commercially rational reflection of that Fee and of the non-critical, non-statutory, self-service nature of the Platform; and You had the free choice not to use the Platform at all.
23. FINAL ACKNOWLEDGEMENT BY THE USER
BY CREATING AN ACCOUNT, MAKING ANY PAYMENT, OR ACCESSING OR USING THE PLATFORM BY ANY MEANS AND THROUGH ANY MEDIUM, YOU CONFIRM THAT YOU HAVE READ, UNDERSTOOD AND ACCEPTED THESE TERMS & CONDITIONS IN FULL, AND IN PARTICULAR THAT YOU UNDERSTAND AND ACCEPT:
- That the Platform is a self-sign-up, self-service data-entry and data-processing utility only, used entirely at Your own volition, discretion and risk.
- That the Platform is NOT compliance software, regulatory software, accounting software, audit software or taxation software, and is NOT associated with, approved by, backed by, linked to, integrated with or endorsed by GST, any Government, any Governmental Authority, any regulator, any professional institute or any official portal.
- That no Output is an official, statutory, evidentiary or authoritative record of any business transaction, invoice, e-invoice, book of account, ledger, financial statement, audit record or compliance document, and must never be treated, tendered or relied upon as such.
- That every Module You use is used at Your own volition and discretion, and that the Operator makes no recommendation, warranty or representation in respect of any Module.
- That all data security obligations of the Operator are limited to maintaining reasonable security practices within its own systems, and that the Operator bears no liability for brute-force or other attacks, or for any wilful, negligent or inadvertent export, disclosure or onward circulation of data by You or by any other party.
- That all payments are strictly final and non-refundable in all circumstances.
- That all warranties are disclaimed and that the liability of hisaabwala.org, Simply Five Studio and every Protected Person is excluded in full and, where any liability nonetheless arises, is capped as set out in Clause 14.3.
- That You have given the indemnity in Clause 16.
- That all disputes are subject to the mandatory notice, arbitration, individual-basis and exclusive Chennai jurisdiction provisions of Clause 18, and that coercive, malicious, false, frivolous, vexatious or abusive recourse against the Operator will be met with all lawful consequences.
- That You remain solely responsible for Your own statutory, regulatory, taxation, accounting, audit and record-keeping obligations, for maintaining independent records and backups, and for obtaining independent professional advice.
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