Terms & Condition

Terms & Condition



The terms of business (“TOB”) of the Engagement are set out below.

  1. Introduction

    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.

  2. Usage of certain terms

    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.

  3. Entire agreement

    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.

  4. Fees and invoicing.
    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.
  5. Company’s responsibilities
    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.
  6. Prohibited Conduct

    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
  7. Preservation/Disclosure

    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
  8. Security Components

    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.

  9. Circulation of reports

    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.

  10. Disclaimer of Warranties and Liability
    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.
  • Notwithstanding anything to the contrary contained herein, neither the Finnoto nor any of its affiliates or related parties shall have any liability to you or any third party for any indirect, incidental, special or consequential damages or any loss of revenue or profits arising under, directly or indirectly, or relating, in any manner whatsoever, to these Terms or the Services. To the maximum extent permitted by law, you agree to waive, release, discharge, and hold harmless the Company, its affiliated and subsidiary companies, its parent companies, and each of their directors, officers, employees, and agents, from any and all claims, losses, damages, liabilities, expenses and causes of action arising out of the Services.
  • Company warrant that all information supplied by you for accessing the Website, including without limitation your name, e-mail address, mobile number and transactions related to it thereto, are correct and accurate, and belong to Company. Company shall be financially responsible for your use of Finnoto (App / Website)., Company undertake to supervise and be responsible for accessing the Website under company’s account and absolve Finnoto from any liability on this account.
  • Finnoto shall not be held responsible for any reason whatsoever, for any losses or damages incurred by you due to the use of Finnoto app/website.,
  • The information and views contained on Finnoto app/website., are based on information available and believed to be correct to the best of our knowledge and we do not assume responsibility for the accuracy or for any loss arising out of any information contained herein.
  • We will use our best efforts to protect the security and integrity of Finnoto app, However, considering the inherent vulnerabilities of the internet, if there is a compromise to our systems, or if any unauthorized person hacks into or gains access to Finnoto app/website, your accounts, you must understand that we will not be liable. We will address any such incident in the best and most reasonable manner.
  • To the extent permitted by applicable law, the Services are provided on an “as is” and “as available” basis. Finnoto does not warrant that operation of the Services will be uninterrupted or error free or that the functions contained in the Services will meet your requirements. Without prejudice to the foregoing paragraph, we do not warrant that:
  • Finnoto’s services will be constantly available, or available at all, or is error- free;
  • The information on Finnoto app/website, is complete, true, accurate or non- misleading;
  • The quality of any services, content, information, or other Content on Finnoto app./website, will meet your expectations or requirements; or
  • Any software used and/or licensed in connection with Finnoto app/website, will be compatible with other third-party software or devices nor that operation of Finnoto app/website and the associated software will not damage or disrupt other software or hardware. Finnoto shall not be responsible or liable for any of the aforesaid risks.
  • All warranties including without limitation, the implied warranties of merchantability, fitness for a particular purpose, for the title and non-infringement are disclaimed and excluded.
  • We will not be liable to you in any way or in relation to the Content, or use of, or otherwise, in connection with Finnoto app/website, we do not warrant that Finnoto app/website, information, Content, product (including software) or services included on or otherwise made available to you are free of viruses or other harmful components.
  • Our affiliates, respective investors, directors, employees, agents, suppliers, and Us shall not be liable, at any time for any, direct, indirect, punitive, incidental, special, consequential, damages arising out of or in any way connected with the use of Finnoto app/website, whether based in contract, tort, strict liability, or other theory.
  • Subject to applicable laws, in no event will we, our employees’, agents, partners, contractors’, aggregate liability arising from or related to the aforesaid services shall exceed the payments actually received and retained by us from you in the last three months of any claims having arisen, for any and all causes of action brought by you or your agents.
  • Mode of instructions
    1. You authorise us to act from time to time on instructions given in any manner (including but not limited to verbal and electronic instructions) in circumstances where we reasonably believe those instructions have emanated from you or any person with authority to act on your behalf.
    2. You understand and acknowledge that the electronic transmission of information via the internet or otherwise, has inherent risks (particularly the risk of access by unauthorised parties). Unless otherwise agreed, despite the inherent risks you authorise us to communicate electronically with you and all third parties on all matters related to the Engagement. Accordingly, you agree that we shall have no liability to you for any Loss arising directly from the use of electronic communications, except where caused by our own negligence.
  • Limitation of liability
    1. Finnoto may use personnel from across its group including Finnoto affiliates for the performance of the Services or otherwise for performance of its obligations under this Letter. In all circumstances Finnoto shall be solely responsible for the performance of the Services and the Company shall be entitled to rely on Finnoto for performance of such Services. The Company shall have no recourse and shall bring no claim against any staff or any of their personal assets directly (whether the claim is based on breach of contract, strict liability, tort, breach of warranty, negligence etc. or otherwise). This exclusion shall not apply to fraud.
    2. In no circumstances Finnoto shall be responsible for any consequential, special, direct, indirect, punitive or incidental loss, damages or expenses (including loss of profits, data, business, opportunity cost, goodwill or indemnification) in connection with the performance of the Services whether such damages are based on breach of contract, tort, strict liability, breach of warranty, negligence, or otherwise) even if the Company had contemplated and communicated to Finnoto the likelihood of such damages. Any decision to act upon the Deliverables is to be made by the Company and no communication by Finnoto should be treated as an invitation or inducement to engage the Company to act upon the Deliverable.
    3. The aggregate liability in respect of performance of the Service or otherwise under this Letter shall be limited to the actual professional fees paid (excluding out of pocket expenses and taxes if any paid) for the Services rendered by Finnoto regardless of whether the liability is based on breach of contract, tort, strict liability, breach of warranty, negligence etc. or otherwise.
  • Provision of specialised services
    1. We may, with your consent refer you to Finnoto affiliates for the provision of specialised services. They will send you separate engagement letters if you choose to use their services. We do not accept any liability for work carried out by any Finnoto affiliates.
  • Confidentiality
    1. Finnoto agrees to keep confidential all information received from the Company during the course of this engagement and for a period of one (1) year from the date of submission of the final Deliverables (“Confidential Information”) and not to make unwarranted copies of any Confidential Information, and to use the Confidential Information only for the purpose for which it has been disclosed to us.
    2. Confidential Information means any information given or provided by the Company to Finnoto in any written form or through e-mails or fax or any other electronic means. Confidential Information shall include, but not be limited to, the, product specifications, analytical methodology, safety and efficacy data, testing data and financial data, know-how, trade secrets, internal policies whether published or not, ideas and other information of a technical, scientific or economic nature.
    3. Confidential Information shall not include any information or documents previously known to Finnoto; or independently developed by Finnoto and/or Finnoto affiliates in the course of execution of this or any other engagement; or acquired by Finnoto from a third party without breaching the provisions of this Letter; or which is or becomes publicly available through no breach by Finnoto of this Letter; or special permission was obtained by Finnoto in writing from the Company.
    4. In the event Finnoto receives a validly issued administrative or judicial process requiring disclosure of the Confidential Information, Finnoto shall, if possible, provide prompt notice to the Company of such receipt and thereafter be entitled to disclose any Confidential Information in order to comply with such administrative or judicial process.
    5. At any time upon the Company’s request or on the termination of this Letter, Finnoto shall, subject to paragraph 15.6 of the TOB, immediately return all tangible Confidential Information provided by the Company and its affiliates including, without limitation, all notes and other writings prepared by Finnoto or its deployed staff containing or reflecting such Confidential Information and destroy all information developed there from which the Confidential Information is revealed or could be ascertained except in so far as such information is required to be retained under any applicable law or statute, whether permanently or otherwise.
    6. Subject to paragraph 15.6 of the TOB, Finnoto shall not take any copy, extract or abstract or otherwise prepare any details based on and in relation to the Confidential Information without express and written prior consent from the Company.
    7. Subject to confidentiality restrictions set forth herein, Finnoto and its affiliates shall have the right to render similar Services to any third parties, even if such parties are in competition with the Company.
    8. Further, except as provided elsewhere in this Letter, neither party shall make any announcements to the public or to any third party regarding the arrangement contemplated by this Letter without prior written consent of the other party, provided that none of the aforesaid parties shall be liable for making such announcements if the same are made in the course of business and/or as required to be disclosed by law or regulation or pursuant to the legal process.
  • Intellectual property rights and document ownership
    1. Finnoto retains all Copyright and other intellectual property rights in everything developed by it both before and during the course of the Engagement, including rights in all Deliverables provided by Finnoto, although the fees you pay us under this Engagement will give you a licence to use these materials for the purposes for which they were created.
    2. All documents including Deliverables in our possession or control, generated by us or addressed to us, relating to the Services shall be our sole property.
  • Additional terms and conditions of Engagement
    1. Finnoto will exercise all reasonable and proper skill and attention necessarily required to discharge its duty of care to the Company for rendering the Services.
    2. Finnoto’s staff, that may be deployed on this assignment from time to time, have a specific agreement with Finnoto which prevents them from employment opportunities with any of our clients, without Finnoto’s specific prior consent. In the event that the Company contemplates offering an employment opportunity to any of Finnoto’s existing staff, the same must not be with respect of a staff with whom you have had dealings in connection with the Engagement during the 12 (twelve) months immediately prior to your approach without Finnoto’s specific prior written consent. The Company acknowledges and agrees not to defame or publicly criticize Finnoto and its Director/Partner, its business, integrity, veracity or personal or professional reputation or any of its officers, partners, employees, affiliates, agents, or franchisees thereof in either a professional or personal manner either during the term of this Engagement or thereafter.
  • Termination of Engagement
    1. The terms and conditions set out in this Letter will come into effect from the Effective Date and shall terminate upon the payment by the Company of all outstanding Finnoto’s fees i.e. professional fees and out of pocket expenses, unless earlier terminated as set forth below.
    2. Either party may terminate this Letter upon written notice if the other party breaches any of its obligations hereunder and such breach is not cured within 15 (fifteen) days following receipt of written notice thereof.
    3. Finnoto may terminate this Letter upon written notice to the Company, if: Delays due to change of events aggregate to more than 30 (thirty) days, or Finnoto reasonably determines that it can no longer provide the Services in accordance with applicable professional obligations.
    4. The Company shall pay for work-in-progress, completed services, and expenses incurred by Finnoto till the effective date of termination.
    5. Subject to the terms and conditions provided above, either of the parties can terminate this Letter by giving 30 (thirty) days’ written notice to the other party. Upon such termination all outstanding Finnoto’s professional fees and out of pocket expenses should be paid by the Company immediately.
    6. You agree that we shall have the right to retain copies of Deliverables relating to the Engagement after the Engagement has ended. It is our normal practice to retain documents relating to client engagements for 7 (seven) years after the end of the relevant Engagement. Thereafter, unless separate arrangements have been made, we may destroy or erase the documents or papers without reference to you.
  • Use of name
    1. Except as expressly permitted by this Letter neither party shall use publicly the other party’s name, trademark, service mark or logo in connection with the Services or any of the reports without the prior written consent of such other party.
    2. Notwithstanding anything contained herein to the contrary, Finnoto may disclose to present or prospective clients, or otherwise in its marketing materials, that it has performed the Services for the Company, and may use the Company’s name and trademark solely for that purpose, in accordance with applicable professional obligations. Finnoto may use the Company’s name, trademark, service mark and logo as reasonably necessary to perform the Services and in correspondence, including proposals, from Finnoto to the Company.
  • Successor entity
    1. If we should merge with another entity or transfer our business to another entity (a “Successor Entity”) then our Engagement with you shall not automatically terminate by reason of such merger or transfer. You agree that the Successor Entity is automatically appointed by you so that continuity of service can be provided. Both the Successor Entity and you may rely on the Letter as setting out the continuing terms of the Engagement. If such transfer requires some official action by you then you will take such steps as are necessary to enable continuity of service. This paragraph does not in any way limit your termination rights as set out in the paragraph headed “Termination”.
  • Force Majeure
    1. We will not be liable for any delays or failures in performance or breach of contract due to events or circumstances beyond our reasonable control, including acts of God, war, acts by governments and regulators, acts of terrorism, accident, fire, flood or storm or civil disturbance.
  • Complaints
    1. If at any time you would like to discuss with us how our service to you could be improved, or if you are dissatisfied with any aspect of the service you are receiving, please let us know by contacting the CEO at our registered office.
    2. We will look into any complaint carefully and promptly.
  • Arbitration
    1. The Letter shall be governed by, and construed in accordance with, the laws of India and subject to this paragraph, the courts of Mumbai will have exclusive jurisdiction.
    2. Finnoto and the Company hereto agrees that any disputes arising in connection with this Letter shall in the first instance be settled amicably by discussions between the Company and Finnoto within 7 (seven) days of such dispute being notified by a party to the other party. If the dispute is not resolved within the period of 7 (seven) days, the Company and Finnoto agree that either of them may refer the dispute for arbitration which will be governed in accordance with the Arbitration and Conciliation Act, 1996. The venue of the arbitration shall be Mumbai and the language of the arbitration shall be in English. The arbitration panel shall consist of 3 arbitrators. Each Party shall appoint one arbitrator. The two arbitrators so appointed shall jointly choose the third arbitrator who shall be the chairman of the arbitration panel. The result of the arbitration shall be binding on the parties.
    3. All aspects of the arbitration shall be treated as confidential. The Company, Finnoto and the arbitration panel may disclose the existence, content or results of the arbitration only in accordance with the rules or applicable professional standards. Before making any such disclosure, a party shall give written notice to other party and shall afford them a reasonable opportunity to protect their interests, except to the extent such disclosure is necessary to comply with applicable law, regulatory requirements or professional standards
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