Legal

Terms & Conditions

The terms of business (“TOB”) governing engagements with Finnoto and your use of our website and services.

These terms of business set out the basis of our contract with you. By accessing and using our site and services, you agree to comply with them.

1. Introduction

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 this TOB to “the Company”, “you” or “your” are to the persons or entities who are our clients for the Engagement.

2. Usage of certain terms

Capitalized terms used in this 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 have the meanings set out below, unless repugnant to the context:

  • “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” includes 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 a member, consultant, employee, director, officer, representative or agent of Finnoto. 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 the Engagement and shall apply to any future engagements we carry out on your behalf unless varied or replaced. The Letter (which includes this 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 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 assumptions be incorrect, Finnoto may adjust its fees and the planned completion date.
  2. Fees and expenses for any additional or unplanned work will be agreed and billed separately. Finnoto will discuss any changes in the Services with the Company prior to performing additional or unplanned work.
  3. Taxes including GST, charges, cess and other outgoings, whether existing or imposed in future, will be charged separately as applicable and reimbursed to Finnoto by the Company. Out-of-pocket expenses (conveyance, disbursements, printing, travel, lodging, telephone, third-party service providers with your prior approval and other incidental expenses) are reimbursable on an actual basis.
  4. Finnoto shall bill the Company for its fees together with expenses and applicable taxes as they are incurred, per the Letter. Queries on invoices must be raised in writing within 3 working days of the invoice date. Invoices shall be settled within 7 working days of presentation. We reserve the right to charge interest on overdue balances at 3% above the base rate of Finnoto’s principal banker.
  5. The Company’s obligation to pay Finnoto’s fees and expenses is not contingent on any results or outcomes. If Finnoto is required by law or legal process to produce documents or personnel as witnesses, the Company shall reimburse Finnoto for its time, expenses and reasonable attorneys’ fees incurred in responding.

5. Company’s responsibilities

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

6. Prohibited conduct

You agree that you shall not use Finnoto’s solutions to host, display, upload, modify, publish, transmit, update, distribute, share, store or destroy material that:

  • is in violation of any applicable law or regulation;
  • infringes the copyright, trademark, trade secret or other intellectual property or proprietary rights of others, or violates the privacy, publicity or other personal rights of others;
  • is grossly harmful, harassing, defamatory, obscene, pornographic, libelous, invasive of another’s privacy, hateful, racially or ethnically objectionable, or otherwise unlawful;
  • deceives or misleads the addressee about the origin of a message, or is grossly offensive or menacing;
  • belongs to another person and to which you have no right;
  • harms minors in any way, or impersonates another person or entity;
  • contains software viruses or any code designed to interrupt, destroy or limit the functionality of any computer systems;
  • threatens the unity, integrity, defence, security or sovereignty of India or friendly relations with foreign states, or is non-compliant with the Information Technology Act and rules made thereunder.

If you become aware of misuse of Finnoto’s physical or intellectual property, please inform legal@finnoto.com.

7. Preservation / disclosure

You acknowledge and agree that Finnoto may access, preserve and disclose your account information if required by law, or in a good-faith belief that such access, preservation or disclosure is reasonably necessary to: comply with legal process; enforce these Terms and the Privacy Policy; respond to claims that any content violates the rights of third parties; protect the rights, property or personal safety of Finnoto, its users and the public; or act pursuant to the Privacy Policy.

8. Security components

You understand that Finnoto and its software/app may include security components that protect digital materials, and that use of these materials is subject to usage rules set by Finnoto. You shall not attempt to override, disable or otherwise interfere with any such security components and usage rules.

9. Circulation of reports

Finnoto’s deliverables, including any drafts, are private and confidential and prepared for the addressees only. They should not be used, reproduced or circulated for any other purpose or to any third party without Finnoto’s prior written consent, which may include the provision of an indemnity.

10. Disclaimer of warranties and liability

  • The use of the Services is at your sole risk.
  • To the fullest extent permissible by law, Finnoto disclaims all warranties of any kind, express or implied, including merchantability, fitness for a particular purpose, accuracy, title and non-infringement.
  • You accept full responsibility for any consequences arising from your use of the Services and agree that Finnoto shall have no liability with respect to the same.
  • Neither Finnoto nor its affiliates shall be liable for any indirect, incidental, special or consequential damages, or any loss of revenue or profits, arising under or relating to these Terms or the Services.
  • The Services are provided on an “as is” and “as available” basis. We do not warrant that operation will be uninterrupted or error-free, that information is complete or accurate, or that software will be compatible with third-party software or devices.
  • Subject to applicable law, our aggregate liability arising from the Services shall not exceed the payments actually received and retained by us from you in the last three months prior to the claim.

11. Mode of instructions

  1. You authorise us to act on instructions given in any manner (including verbal and electronic) where we reasonably believe those instructions emanate from you or a person with authority to act on your behalf.
  2. You acknowledge that electronic transmission carries inherent risks. Unless otherwise agreed, you authorise us to communicate electronically with you and third parties on all matters related to the Engagement, and we shall have no liability for loss arising directly from such use except where caused by our own negligence.

12. Limitation of liability

  1. Finnoto may use personnel from across its group, including affiliates, to perform the Services, but remains solely responsible for their performance. You shall have no recourse against any staff or their personal assets directly. This exclusion shall not apply to fraud.
  2. In no circumstances shall Finnoto be responsible for any consequential, special, direct, indirect, punitive or incidental loss, damages or expenses (including loss of profits, data, business, opportunity cost or goodwill) in connection with the Services.
  3. The aggregate liability for performance of the Services shall be limited to the actual professional fees paid (excluding out-of-pocket expenses and taxes) for the Services rendered.

13. Provision of specialised services

We may, with your consent, refer you to Finnoto affiliates for specialised services. They will send separate engagement letters if you choose to use their services. We do not accept liability for work carried out by any Finnoto affiliate.

14. Confidentiality

  1. Finnoto agrees to keep confidential all information received from the Company during the engagement and for one year from submission of the final deliverables, and to use it only for the purpose for which it was disclosed.
  2. Confidential Information includes product specifications, methodologies, data, know-how, trade secrets and internal policies, in any form.
  3. It does not include information previously known to Finnoto, independently developed, acquired from a third party without breach, publicly available without breach, or disclosed with the Company’s written permission.
  4. If served with valid legal process requiring disclosure, Finnoto shall where possible provide prompt notice and thereafter may disclose as required to comply.
  5. On request or termination, Finnoto shall return or destroy tangible Confidential Information, except where retention is required under applicable law.
  6. Finnoto and its affiliates may render similar services to third parties, including competitors, subject to these confidentiality restrictions.

15. Intellectual property rights and document ownership

  1. Finnoto retains all copyright and other intellectual property rights in everything it develops, including deliverables, although the fees you pay grant you a licence to use these materials for the purposes for which they were created.
  2. All documents in our possession or control, generated by us or addressed to us relating to the Services, shall be our sole property.

16. Additional terms

  1. Finnoto will exercise all reasonable and proper skill and attention to discharge its duty of care in rendering the Services.
  2. Finnoto’s staff have agreements preventing employment with clients without Finnoto’s prior consent. You agree not to offer employment to staff you have dealt with during the 12 months prior to your approach without Finnoto’s prior written consent, and not to defame or publicly criticise Finnoto, its directors, partners, employees, affiliates or agents.

17. Termination of engagement

  1. These terms come into effect from the Effective Date and terminate upon payment of all outstanding fees and expenses, unless earlier terminated as set out below.
  2. Either party may terminate upon written notice if the other breaches its obligations and fails to cure within 15 days of written notice.
  3. Finnoto may terminate upon written notice if delays aggregate to more than 30 days, or if 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 up to the effective date of termination.
  5. Either party may terminate on 30 days’ written notice; upon such termination all outstanding fees and expenses are payable immediately.
  6. We may retain copies of deliverables after the engagement. It is our practice to retain client documents for 7 years, after which we may destroy them without reference to you.

18. Use of name

  1. Except as expressly permitted, neither party shall publicly use the other’s name, trademark, service mark or logo without prior written consent.
  2. Finnoto may disclose to present or prospective clients, or in its marketing materials, that it has performed Services for the Company, and may use the Company’s name and trademark for that purpose in accordance with applicable professional obligations.

19. Successor entity

If we merge with or transfer our business to another entity (a “Successor Entity”), our engagement with you shall not automatically terminate. You agree the Successor Entity is automatically appointed so that continuity of service can be provided. This does not limit your termination rights.

20. Force majeure

We will not be liable for delays or failures in performance due to events beyond our reasonable control, including acts of God, war, acts by governments and regulators, terrorism, accident, fire, flood, storm or civil disturbance.

21. Complaints

If you would like to discuss how our service could be improved, or are dissatisfied with any aspect of it, please contact the CEO at our registered office. We will look into any complaint carefully and promptly.

22. Arbitration & governing law

  1. This Letter shall be governed by the laws of India and, subject to the below, the courts of Mumbai will have exclusive jurisdiction.
  2. Disputes shall first be settled amicably within 7 days of notification. If unresolved, either party may refer the dispute to arbitration under the Arbitration and Conciliation Act, 1996. The venue shall be Mumbai, the language English, and the panel shall consist of 3 arbitrators. The result shall be binding.
  3. All aspects of the arbitration shall be treated as confidential and disclosed only in accordance with applicable rules or professional standards.