OPEN ACCOUNTANT TERMS OF USE

The objective of these Open Accountant Terms of Use (“Terms”) is to inform the User (defined below) of the terms which apply to their access/use of the Open Accountant Platform (defined below), what We (defined below) expect of the User and what the User can expect from Us (defined below) as they use and interact with the Open Accountant Platform provided by Us.

The Open Accountant Platform enables chartered accountants and accounting firms to leverage technology to manage their clients, tasks, tax filings, payments, banking, accounting, and compliance under a unified dashboard.

These Terms are an electronic record in terms of the Information Technology Act, 2000 and rules thereunder as applicable and as amended from time to time. This electronic record is generated by a computer system and does not require any physical or digital signatures. These Terms are published in accordance with the provisions of Rule 3(1)(a) of the Information Technology (Intermediary Guidelines and Digital Media Ethics Code) Rules, 2021 framed under the Information Technology Act, 2000 (as amended from time to time), that require publishing the terms of services and practices for access or usage of the Open Accountant Platform and Services (defined below). These Terms constitute a valid, binding, and legally enforceable between Open (defined below) and the User

These Terms governs the access and use of the web link: https://www.open.accountant/ and mobile application by the name of ‘Open Accountant’ (“Website” or “Open Accountant Platform”, which includes any and all the related mini-links and the Services provided thereunder) offered by Open Financial Technologies Private Limited (also referred to as “Open”, “Company”, “We”, “Us” and “Our” as the context requires, and includes its affiliates [including but not limited to: Optobizz Sotware Private Limited, Opendigi Technologies Private Limited and Open Financial Technologies, Inc.], assigns and service providers).

It is clarified that the Open Accountant Platform is only a technology platform and should not be construed as a bank. Open does not hold or claim to hold a banking license. Any services/financial services offered on the Open Accountant Platform are provided by RBI-licensed banks and financial institutions. The banking services/financial services offered on the Open Accountant Platform are powered by our partner banks/financial institutions and follows all security standards and legal requirements prescribed by the partner bank/financial institution, in accordance with extant RBI regulations.

These Terms govern the User’s use and/or access to the Open Accountant Platform. These Terms form an integral part of, and will be read in conjunction with:

1. The Privacy policy governing the use of the Website or provided to the User in any other manner or form, which is hosted at https://www.open.accountant/privacy (“Privacy Policy”).
2. Terms and conditions stipulated by Server Providers, which are specifically applicable to the Service(s) availed by the User.

Eligibility

The Open Accountant Platform must be accessed/used only by persons who can enter legally binding contracts under the Indian Contract Act by virtue of being ‘competent to contract’ within the meaning of Section 11 of the Indian Contract Act, 1872.

Registration and Access

To access and use the Open Accountant Platform and Services, User must have a User Account registered on the Open Accountant Platform. The User Account is provided in accordance with the RBI Guidelines. In this regard, User will provide Us and Our Service Providers (as applicable) with all documents and information required to carry out KYC in accordance with the RBI Guidelines. User must provide true, accurate, current and complete information at all times, failing which, We may at any time reject the User’s registration and terminate the right to use or access the Open Accountant Platform and/or Services. For the purpose of conducting KYC on the User, We have the right to seek the self-attested copies of the documents, as submitted during/post the registration process.

When the User registers on the Open Accountant Platform, a User Account will be created based on the information the User has provided. User is advised to keep the User credentials in confidence as they will be solely responsible for anything that happens through the User Account. User will ensure that the User Account details provided are updated, correct, and complete at all times. User shall inform Us of any change in the User email address, mobile number, address, change in authorization, control or legal status or cessation of the User’s business in advance writing at least 30 (thirty) Business Days.

User shall be responsible at all times for maintaining the safety and confidentiality of the username, password and any other information pertaining to the User Account and for preventing unauthorized access to the User Account and devices. We will not be liable for any mistake or misuse of User Account by either the User or by any person authorized by the User, or by any person gaining access to the Services through the User Account.

It shall be the User’s responsibility to review these Terms periodically for updates / changes. The User’s continued use of the Open Accountant Platform following any amendments of these Terms is construed as deemed acceptance of such amendments. Subject to the User’s continued compliance with these Terms, We grant the User a personal, non-exclusive, non-transferable, limited privilege to access and use the Open Accountant Platform.

User will use the Open Accountant Platform only for lawful business activities and will not carry out any activity which is banned, illegal or immoral, or in any manner facilitate furtherance of any such activities which constitutes a violation of any law or regulation, including but not limited to the RBI Guidelines.

User will be responsible and shall indemnify Open against any liability, costs or damages arising in connection with (a) the User providing false, incorrect or misleading, information; and (b) compromise of the User Account credentials. We reserve the right to refuse access to the Open Accountant Platform, terminate accounts, remove or edit content at any time without notice to the User concerned if these Terms are violated.

Aadhar Offline e-KYC Verification

There are a number of options for the User to complete KYC on the Open Accountant Platform. If the User is given an option and they proceed to register on the Open Accountant Platform using Aadhar Offline e-KYC, the User (the Aadhaar holder), hereby irrevocably:

1. place a request to Open Financial Technologies Pvt. Ltd. and Karza Technologies Private Limited (“Karza”) to access the User’s Aadhaar Information (defined below) from UIDAI to fetch and verify information regarding Aadhaar Number, Aadhaar XML, Virtual ID, e-Aadhaar, Masked Aadhaar, Aadhaar details, demographic information, identity information, Aadhaar registered mobile number, face authentication details and/or biometric information (collectively referred to as “Aadhaar Information”).
2. explicitly authorize Open and Karza to fetch the User’s Aadhaar Information from UIDAI to make it available to Open and/or any third party, as may be required for completing KYC verification. agree to take all the necessary actions required for the purpose of authenticating and verifying the User’s Aadhaar Information. give a valid, binding, irrevocable and explicit authorization and consent as may be required under applicable laws, rules, regulations and guidelines for availing the Aadhaar API services of Karza including, but not limited to the transmission and storage of the User’s Aadhaar Information by Open and Karza. understand and agree that the consent has been submitted by the User voluntarily and without any coercion from Open or Karza or any other party. fully understand and accept sole and complete responsibility for any issues, legal suits, damages, losses, penalties, fines or liabilities (“Losses”) arising out of the User sharing of Aadhaar Information and authorizing Open or Karza for fetching the User’s Aadhar Information and that the User will fully hold harmless Open and Karza, its representatives, employees and directors for any Losses arising out of such request and actions. understand and agree that Open and Karza does not store or retain any Aadhaar Information including the Aadhaar number belonging to the User after it has processed their request.
3. agree to take all the necessary actions required for the purpose of authenticating and verifying the User’s Aadhaar Information.
4. give a valid, binding, irrevocable and explicit authorization and consent as may be required under applicable laws, rules, regulations and guidelines for availing the Aadhaar API services of Karza including, but not limited to the transmission and storage of the User’s Aadhaar Information by Open and Karza.
5. understand and agree that the consent has been submitted by the User voluntarily and without any coercion from Open or Karza or any other party.
6. fully understand and accept sole and complete responsibility for any issues, legal suits, damages, losses, penalties, fines or liabilities (“Losses”) arising out of the User sharing of Aadhaar Information and authorizing Open or Karza for fetching the User’s Aadhar Information and that the User will fully hold harmless Open and Karza, its representatives, employees and directors for any Losses arising out of such request and actions.
7. understand and agree that Open and Karza does not store or retain any Aadhaar Information including the Aadhaar number belonging to the User after it has processed their request.

Fees and Taxes

User may be charged fees based on the Services the User has requested or availed and the pricing/subscription plan that the User has opted for on the Open Accountant Platform (“Fee”). We reserve the right to modify any Fee without any prior intimation to the User. However, such modified Fee shall only be applicable from the next billing cycle or renewal of the subscription plan.

We shall not make refunds of any amounts charged as Fee unless explicitly set out under these Terms.

User shall bear all applicable taxes if the Fee is subject to any type of goods and service tax, income tax, duty or other governmental tax or levy.

Data, Audit & Security

We may monitor the User’s use of the Open Accountant Platform to flag and prevent high-risk practices and fraudulent transactions. It is understood that We may also engage Service Providers to assist in these efforts. In the event of any suspicious or unusual activity being carried out through the User Account, such account may be temporarily or permanently suspended.

User and Open each represent and covenant to the other that: (a) it does not store card information or any related data within its database or any servers accessed by it, except for limited lawful purposes compliant with the RBI Guidelines; (b) it will adhere to the data security protocols prescribed under the RBI Guidelines, including the procedures for incident management and reporting; and (c) its systems and infrastructure are compliant with the Payment Card Industry-Data Security Standard (“PCI-DSS”). User further represents and covenants to Open that its systems and infrastructure are compliant with the Payment Application-Data Security Standard (“PA-DSS”), as applicable.

We at Our sole and absolute discretion may conduct inspections, risk and security assessments and audits on the User and may impose additional conditions/restrictions on the User Account, including but not limited to: (a) establishing a reasonable reserve amount to cover potential chargebacks (defined below) and related fees; and (b) withholding Services and directing the User to upgrade its infrastructure in compliance with applicable laws.

User will not sell, provide, exchange, or otherwise disclose to third parties or use themselves (other than for the purpose of completing a transaction, or as specifically required by law) any personal information about any third party (whether its Client or otherwise), including the financial details and any personal identification information, without obtaining the prior written consent of such third party.

We employ the use of cookies on the Open Accountant Platform. Most interactive websites use cookies to enable retrieval of the User details for each visit. Cookies are used in some areas of the Open Accountant Platform to enable and enhance the functionality and ease of use for the Users. By using the Open Accountant Platform, the User consents to the use of cookies in accordance with the Privacy Policy. Some of the Service Providers may also use cookies.

Content

Unless specifically permitted by the User, usage of the Services does not grant Open the license to use, reproduce, adapt, modify, publish or distribute the content created and/or stored in the User Account. Notwithstanding the above, the User grants Open permission to access, copy, distribute, store, transmit, reformat, or disclose the data /content of the User Account for the purpose of providing the Services requested/availed by the User.

User may transmit or publish content created by using any of the Services or otherwise. However, the User shall be solely responsible for such content and the consequences of its transmission or publication. Any content that the User may receive from third parties while using the Services, is provided to the User ‘AS IS’ for their information and personal use only and thus agree not to use, copy, reproduce, distribute, transmit, broadcast, display, sell, license or otherwise exploit such content for any purpose, without the express written consent of the person who owns the rights to such content.

We are not responsible if information made available on the Open Accountant Platform is not accurate, complete or correct. The material on the Open Accountant Platform is provided for general information only and should not be relied upon or used as the sole basis for making decisions without consulting primary, more accurate, more complete or more timely sources of information. Any reliance on the material on the Open Accountant Platform is at the User’s own risk. The Open Accountant Platform may contain certain historical information. Historical information, necessarily, is not current and is provided for the User’s reference only. We reserve the right to modify the contents of the Open Accountant Platform at any time without any obligation to update any information on the Open Accountant Platform. The User agrees that it is the User’s responsibility to monitor changes on the Open Accountant Platform.

Third-Party Links

The Open Accountant Platform may refer to or may contain, links to third-party websites, applications, services and resources. We provide these links only as a convenience to the User to avail certain services and should not be construed as an endorsement of these third-party websites applications and services by Us. We make no representation or warranty of any kind regarding the accuracy, reliability, effectiveness, or correctness of any aspect of any third-party services, and consequently, We are not responsible for the content, products or services that are available from third-party services. User is responsible for reading and understanding the terms and conditions and privacy policy that applies to the User’s use of any third-party services, and the User acknowledges its sole responsibility and assumes all risk arising from User’s use of any third-party services.

Intellectual Property Rights

All data, information, copyrights, patents, trade secrets, trademarks, service marks, trade names, moral rights and other intellectual property and proprietary rights (“IPR”) in the Open Accountant Platform and Services shall remain the sole and exclusive property of Open and its licensors, as applicable. The IPR may not be copied, reproduced, distributed, transmitted, broadcast, displayed, sold, licensed, uploaded, or otherwise exploited without Our prior written consent.

Relationship:

User understands and agrees that nothing contained in these Terms shall be deemed or construed as creating a partnership or joint venture between the User and Us or deemed to cause any party to be responsible in any way for the debts and obligations of the other party.

User will not describe (whether online or otherwise) themselves as an agent or representative of Open or make any representations to any User or any third party or give any warranties which may require Open or Service Provider to undertake to or be liable for, whether directly or indirectly, any obligation and/or responsibility to the User or any third party.

Confidentiality

User agrees not to disclose or attempt to use or personally benefit from any non-public information that it may learn or discover on the Website or through the Services. This obligation shall continue until such time as the non-public information has become publicly known through any action of the User. If the User is compelled by order of a court or other governmental or legal body (or have notice that such an order is being sought) to divulge any such non-public information, the User agrees to promptly and diligently notify Us and cooperate fully in protecting such information to the extent possible under applicable law.

We may access, preserve and disclose any of User’s information if required such information is required for the facilitation of any Services to the User as per the User’s request, or to do so to ensure compliance with applicable law, or if we believe in good faith that it is reasonably necessary to (i) respond to claims asserted against Us or to comply with legal process, (ii) for fraud prevention, risk investigation, User support, product development and de-bugging purposes, or (iii) protect the rights, property or safety of Open, its Users or members of the public.

Disclaimer of Warranties & Limitation of Liability

In processing transactions, We shall be entitled to rely upon all electronic communications, orders or messages sent to Us through the Service Providers including and to the extent this is in compliance with the processing mechanism of the Service Providers and any applicable laws and the RBI Guidelines. We shall not be obligated to verify or make further inquiry into the identity of the sender, or the message integrity, of any communications, orders or messages.

We will endeavour to ensure that access to and availability of the Services remains uninterrupted and error free. However, access to the application may occasionally be suspended or restricted to allow for repairs, maintenance, or for the introduction of new facilities and Services and in such cases, We shall not be liable for any disruption of any Services. We reserve the right to determine the timing and content of software updates, which may be automatically downloaded and installed by an application without prior notice to the User anytime.

The Services are provided on an as-is-and-as-available basis. We expressly disclaim all warranties of any kind, whether express or implied, including, but not limited to, the implied warranties of merchantability and fitness for a particular purpose. We makes no warranty that the Services will be uninterrupted, timely, secure, or error free. To the maximum extent permitted by law, the entire risk arising out of the User’s access of and use of the Website and Services, remains with the User. A separate limitation over liability shall be applicable to each of the Services.

We shall not be liable for any breach of these Terms due to any Force-Majeure (defined below) event that prevents or delays performance of its obligations under these Terms. Force-Majeure events would include but not limited to lockdown, such as act of god, fire, lightning, explosion, flood, adverse weather conditions, power failures, failure in any communication systems, equipment breakdown, strikes, lock-out, pandemic, endemics, or any other cause beyond Our control.

Notwithstanding anything to the contrary stated elsewhere in these Terms, We shall not be liable to the User for any indirect Losses, special, consequential or punitive damages or Losses, including but not limited to, loss of business or data or profits or goodwill arising out of or in connection with these Terms.

Indemnity

User shall keep Open indemnified from and against any and all liability (including but not limited to liabilities, judgments, damages, losses, claims, costs and expenses,) or any other loss that may occur, arising from or relating to any claim, suit or proceeding brought against Open by another User/ Service Provider/ third party for reasons including, but not limited (i) a breach, non-performance, non-compliance or inadequate performance by the User of any of the terms, conditions, representations, obligations or warranties made by him; (iii) any acts, errors, misrepresentations, willful misconduct or negligence of the User, or his employees, subcontractors and agents in performance of their obligations under these Terms.

Communication Policy

As part of User’s use of the Services, User may receive notifications, offers, discounts and general information from Open via text messages or by emails, for the purpose of collecting feedback regarding User’s services. User understands that receipt of non-service-related communications can be deactivated from User Account settings or by sending mail to [email protected] and by ab-initio consents to receive such these communications. User acknowledges that the SMS service provided by Open is an additional facility provided for the User’s convenience and that it may be susceptible to error, omission and/ or inaccuracy.

Client Complaints

We receive any general complaint against the User in connection with the use of the Open Accountant Platform, We will forward the complaint to User’s registered email address. User must respond to the complaint directly within 36 (thirty-six) hours of receiving the complaint as forwarded by Us and copy Us in its communications. If the User does not respond to the complainant within 36 (thirty-six) hours from the date of Our email to the User, We may at our sole discretion opt to disclose the User’s contact information to the complainant for enabling the complainant to take legal action against the User. The User understands that its failure to respond to the forwarded complaint within the 36 (thirty-six) hours’ time limit will be construed as the User’s consent to disclosure of the User’s name and contact information by Us. Notwithstanding the foregoing, the User acknowledges and agrees that (a) We can disclose any information relating to the User if it deems in its sole discretion that such disclosure is required in the interest of justice; and (b) We can withhold or appropriate any settlements due to the Merchants to ensure compliance with applicable laws on reasonable suspicion.

It is understood between that a transaction is solely between the User and its Client and We do not provide any guarantees or warranties, or delivery level commitment with respect to the User. Use of the Open Accountant Platform by a User in no way represents any endorsement by Us of any User. We are not obligated to mediate disputes between Clients and the User.

Suspension and Termination

In the event (a) the User breaches these Terms; (b) the User engages in or is suspected of engaging in any illegal, fraudulent or abusive activity; or (b) the User provides any information that is untrue, inaccurate, not current or incomplete or We have reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, or not in accordance with these Terms, We reserve the right, to suspend/terminate such User’s access to any or all of the Open Accountant Platform and Services without notice, and this will be without prejudice to Our right to exercise any other remedy available to it under applicable law.

In the event, We identify any suspicious or unusual activity being carried out by the User on the Open Accountant Platform, We at Our sole discretion may temporarily or permanently suspend the User’s access to the Open Accountant Platform and/or take any such actions necessary to mitigate risk including but not limited to withholding of funds or refunding the funds to the source from where such payment originated.

Governing Law, Jurisdiction and Disputes

Without prejudice to the provisions mentioned below, these Terms are subject to the laws of India and any disputes arising out of or in connection with the Terms will be subject to the exclusive jurisdiction of the competent courts at Bangalore, India.

Open and the User acknowledge and agree that, in the event of any dispute/claim between arising out of or in connection with the Terms: (a) the transaction logs maintained by Open will be the only source of data to verify the accuracy of such transactions; (b) such logs will be fully binding as evidence the purposes of adjudicating the said dispute /claim; and (c) the said dispute/claim shall be settled by binding arbitration in accordance with the Arbitration and Conciliation (Amendment) Act, 1996 and the rules of the Conciliation and Arbitration Centre, Bangalore as amended from time to time with the exclusive seat and venue of arbitration shall at Bangalore, India.

If any part of these Terms is determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations set forth herein, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of the Terms shall continue in effect.

Client Grievance Redressal

User may contact Open with any enquiry, complaints or concerns by writing to the Grievance Officer at the coordinates mentioned below:
Grievance Officer – Anish Pisharody
Open Financial Technologies Private Limited
3rd Floor, Tower 2, RGA Tech Park, Sarjapur Road
Bengaluru, Karnataka - 560035
E-mail: [email protected]