Finnoto, a Company incorporated under the Companies Act, 2013.

Finnoto, a Company incorporated under the Companies Act, 2013, is referred to in this TOB as “Finnoto”, “us”, “we” or “our” which, where appropriate, includes our successor and predecessor entities and our staff. References in TOB to “the Company” or “you” or “your” are to the persons or entities who are our clients for the Engagement.

The following definitions are used in this TOB:

Capitalized terms used in the TOB, and not defined, shall have the meaning ascribed to such terms in the letter of engagement signed by you (“Letter”). In addition to the terms defined in the Letter, the following words and terms, whenever used in this TOB, unless repugnant to the meaning or context thereof, shall have the respective meanings set forth below:

Finnoto Affiliates” means other businesses we are connected with and which include ‘Finnoto’ in their title. Engagement” means the Services which we provide pursuant to the Letter.

Letter” means to include the schedules, appendices and enclosures (including this TOB) which set out the basis of our contract with you. Loss” means any loss, damage, costs or interest. staff” means member, consultant, employee, director, officer, representative or agent of Finnoto. The term ‘partner’ used in the Letter does not mean to include a person being a partner in a partnership firm. Accordingly, legally the partners do not have a joint and several personal liability to you. With the exception of liabilities arising from gross professional negligence, staff of Finnoto, in their individual capacity will not be liable to you.

Unless otherwise specifically agreed in the Letter, the Letter replaces any previous agreements between us in relation to or in contemplation of the Engagement and shall apply to any future engagements we carry out on your behalf unless varied or replaced. The Letter (which includes the TOB) constitutes the entire agreement between us. In entering into this Letter you acknowledge that you have not relied on, and shall have no right or remedy in respect of, any statement, representation, assurance or warranty (whether made negligently or innocently) other than as expressly set out in the Letter.

1. The fees are based on Finnoto’s preliminary review of the nature and quantum of work involved. Should Finnoto’s assumption with respect to these matters be incorrect, Finnoto may adjust its fees and the planned completion date.
2. Fees and expenses for any additional or unplanned work other than those agreed will be agreed to and billed separately. Finnoto will discuss any changes in the Services with the Company prior to performing additional or unplanned work.
3. The taxes including Goods and Service Tax, charges, cess and other outgoings, if any, whether existing or imposed/imposable in future, by any governmental authority will be charged separately as applicable. It is clarified that the taxes, cess, charges and other outgoings, if any to be paid by Finnoto, will be reimbursed to Finnoto by the Company. The Company shall indemnify and hold Finnoto harmless for any failure or delay to remit any such payment to the appropriate tax authority and/or Finnoto and consequent penalties, interest and expenses incurred and/or assessed against Finnoto. Out of pocket expenses on conveyance, external disbursements, photocopying, printing, outstation travel, lodging & boarding, long distance telephone usage, facsimile, appointing third party service providers with your prior approval and other incidental expenses are reimbursable on actual basis.
4. para: Finnoto shall bill the Company for its fees together with, expenses and applicable taxes, if any, as they are incurred, in accordance with the terms specified in the Letter. Any queries on invoices must be raised in writing within 3 (three) working days of invoice date. We reserve the right to request prepayment of fees and disbursements. Our invoices shall be settled within 7 (seven) working days of its presentation to the Company. We reserve the right to charge interest on any outstanding balance thereafter at 3% above the base rate of Finnoto’s principal banker. The Company shall remit the fees into the Finnoto’s account as may be indicated in the invoice by way of electronic transfer and/or RTGS.
5. The Company’s obligation to pay Finnoto’s professional fees and expenses is not contingent upon any results or outcomes arising out of the Services rendered by Finnoto. If Finnoto is required by the government regulation, or other legal process to produce documents or personnel as witnesses with respect to the Services or this Letter, the Company shall, so long as Finnoto is not a party to the proceeding in which the information is sought, reimburse Finnoto for its professional time and expenses, as well as reasonable attorneys’ fees and expenses, including the allocable cost of in-house counsel, incurred in responding to such requests.

1. It is your responsibility to provide us with complete, accurate and timely instructions or information relevant to our Engagement. We will not be responsible for any consequences that may arise from your failure to do so. Such failures may also result in additional fees being charged.
2. No reliance should be placed on any oral advice or representations we may make or any draft reports, unless and until we confirm that advice to you in final form in writing.
3. Where it is envisaged that reports, letters, information, opinions or advice given by us to you will be provided to or used by a third party we reserve the right to agree with you the terms on which such reports, letters, information, opinions or advice will be provided or used by such third party, or to require the third party to enter into a direct relationship with us.

Company agree that it shall not use service of our Finnoto solutions, in order to host, display, upload, modify, publish, transmit, update, distribute, share, store or destroy material:

1. In violation of any applicable law or regulation;
2. In a manner that will infringe the copyright, trademark, trade secret or other intellectual property or proprietary rights of others or violate the privacy, publicity or other personal rights of others;
3. That is grossly harmful, harassing, blasphemous, defamatory, obscene, pornographic, pedophilic, libelous, invasive of another’s privacy, threatening, abusive or hateful or racially, ethnically objectionable, disparaging, relating encouraging money laundering or gambling or otherwise unlawful in any manner whatsoever;
4. Deceives or misleads the addressee about the origin of such message or communicates any information which is grossly offensive or menacing in nature;
5. That belongs to another person and to which you do not have any right to;
6. Harm minors in any way; Impersonate another person or entity;
7. Contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of the Company’s computer systems or site or the Company’s users, customer’s computer systems or site;
8. Threatens the unity, integrity, defense, security or sovereignty of India, friendly relations
9. With foreign states or of public order or causes incitement to the commission of any cognizable offence or prevents investigation of any offence or insulting any other nation;
10. Any content which is non-compliant with the Information Technology Act, 2020 & 2021, Rules and regulations, guidelines made thereunder, including Rule 3 of The Information Technology (Intermediaries Guidelines) Rules, 2011, Terms of Use or Privacy Policy, as amended/re- enacted from time to time.
11. If Company becomes aware of misuse of Finnoto physical or intellectual property, by any means, please inform legal@finnoto.com

Company acknowledge, consent and agree that the Finnoto may access, preserve and disclose your account information if required to do so by law or in a good faith belief that such access, preservation or disclosure is reasonably necessary to:

1. Comply with legal process nationally or internationally;
2. Enforce these Terms and the Privacy Policy;
3. Respond to claims that any Content violates the rights of third parties;
4. Protect the rights, property or personal safety of the Company, its Users and the public;
5. Pursuant to terms of the Privacy Policy

Company understands that Finnoto and the software / App hosted at finno.com may include security components that permit digital materials to be protected, and that use of these digital materials is subject to usage rules set by the Finnoto. You shall not attempt to override, disable, or otherwise interfere with any such security components and usage rules embedded.

Finnoto’s Deliverables including any drafts thereof are private and confidential and are prepared for the addressees’ only. Deliverables and draft Deliverables should not be used, reproduced or circulated for any other purpose and to any third party, whether in whole or in part without the prior written consent of Finnoto, which consent may be given only after consideration of the circumstance existing at the time and may include the provision of an indemnity.

1. The use of the Services is at your sole risk.
2. To the fullest extent permissible under applicable law, the Finnoto expressly disclaims all warranties of any kind, express or implied, arising out of the Services, including warranties of merchantability, fitness for a particular purpose, satisfactory quality, accuracy, title and non-infringement, compatibility, applicability, usability, appropriateness, and any warranty that may arise out of course of performance, course of dealing, or usage of trade.
3. Company hereby accept full responsibility for any consequences that may arise from your use of the Services, and expressly agree and acknowledge that the Finnoto shall have absolutely no liability with respect to the same.
4. To the fullest extent permissible by law, the Company, its affiliates, and its related parties each disclaim all liability to you for any loss or damage arising out of or due to:
5. Company’s use of, inability to use, or availability or unavailability of the Services, including any Third-Party Services;
6. the occurrence or existence of any defect, interruption, or delays in the operation or transmission of information to, from, or through the Services, communications failure, theft, destruction or unauthorized access to the Finnoto’s records, programs, services, server, or other infrastructure relating to the Services; or
7. the failure of the Services to remain operational for any period of time.