GST SERVICES

Please read these Terms and Conditions ("Terms", "Terms and Conditions", Agreement”) carefully before using the Wepsol GST services provided by WeP Solutions Limited (CIN No. L72200KA1995PLCO25617), a company registered under the provisions of the Companies Act, 1956 and having its corporate office at #40/1A, Basappa Complex, Lavelle Road, Bangalore 560 001, (hereinafter referred to as "Wepsol" which expression shall unless be repugnant to the context or meaning thereof be deemed to mean and include its successors and permitted assigns). Wepsol is engaged inter alia in the business of providing digital services including GST services by providing access of Flotax as a Platform to customers, Managed Printing Solutions, Document management solutions etc. Wepsol has agreed to provide its GST related services to You (hereinafter referred to as “Customer”), and the Customer has agreed to avail such services, on the terms and conditions as agreed hereinafter.

Customer’s access to and use of the Service is conditioned on its acceptance of and compliance with these Terms. These Terms apply to all users and others who access or use the Service.

By accessing or using the Service, Customer agree to be bound by these Terms. If Customer disagrees with any part of the terms, then it may not access the Service.

Customer and Wepsol are hereinafter collectively referred to as the "Parties" and individually as a "Party".

IN CONSIDERATION OF THE MUTUAL COVENANTS AND CONDITIONS, IT IS HEREBY FURTHER AGREED BETWEEN THE PARTIES THAT: -

A. SERVICES

a. Wepsol shall provide services to customer in accordance with and subject to the terms and conditions set forth.

B. COMMERCIAL:  

1. Customer agrees to the commercial terms as selected or opted by it. Invoices will be sent in electronic form/soft copy via email only.
2. Wepsol shall charge applicable taxes from time to time and Customer agrees to pay the fees including such taxes. Fees shall be exclusive of all union, state, municipal or other governmental levies, goods and services tax, excise, sales, uses or similar taxes and customer agrees to pay the fees including such taxes. These will be as applicable and additionally payable. It is subject to change as per the Government regulations.
3. If any local law requires "Customer" to withhold any tax on amount payable to "Wepsol", then it shall withhold the tax and remit the balance amount to "Wepsol". For the Tax withheld, "Customer" shall provide to "Wepsol" with the relevant Tax Certificate(s). In cases where customer fails to provide the relevant tax certificates on time, the customer shall pay the amount equivalent to the withheld tax.

C) Term and Termination

This agreement comes into effect from the date of its acceptance by the Customer and shall remain operative for such period until terminated by either party in accordance with the process of termination outlined below-

1. 1. Wepsol may terminate this Agreement, if Customer does not meet its obligation to make payment as per agreed terms.
2. Wepsol may forthwith terminate the contract if the Customer shall have a receiver or administrative receiver appointed of it or over any part of its undertaking or assets or shall pass a resolution for winding up (otherwise than for a purpose of bonafide scheme of solvent amalgamation or reconstruction) or a court of competent jurisdiction shall make an order to that effect or if the Customer becomes subject to an administration order or shall enter into any voluntary arrangement with its creditors or shall cease or threaten to cease to carry on its business.
3. 3. Upon termination, Customer shall not be entitled to repayment of any sums previously paid by it to Wepsol under the terms of this contract nor to any creditor allowance in respect of any such payment.
4. 4. Termination of this contract for any cause whatsoever shall not release the Customer from any liability or obligation which, at the time of termination, has already accrued to the Customer or which may thereafter accrue in respect of any act or omission prior to such termination.

1. (a) Suspension due to non-compliance with Agreement:

Notwithstanding other legal remedies that may be available to Wepsol, Wepsol may in its sole discretion limit activity of the Customer by immediately removing Customer access either temporarily or indefinitely or suspend or terminate membership of the Customer, and/or refuse to provide Customer with access to the Site:

1. If the Customer is in breach any of the terms and conditions of this Agreement and/or the Terms and conditions of usage of Wepsol;
2. If the Customer has provided wrong, inaccurate, incomplete or incorrect information;
3. If any of Customer’s actions may cause any harm, damage or loss to the other Customers, users or Wepsol.
4. Illegal and/or unauthorized use of the Service.

D.   WARRANTIES AND REPRESENTATIONS

Each Party represents and warrants to the other Party as mentioned hereto that:

1. Each Party is duly incorporated or organized with limited liability and existing under the applicable laws of India.
2. The execution and delivery of this agreement by each Party shall be performed as per the transactions contemplated hereby and each Party is duly authorized to perform their respective duties under this agreement.
3. Assuming the due authorization, execution and delivery hereof by the other party, this agreement constitutes a legal, valid and binding obligation on each Party to this agreement, which is enforceable against each Party in accordance with its terms and conditions.
4. The execution, delivery and performance of this agreement by each Party and the transactions contemplated hereby will not (i) violate any provision of the organizational or governance documents of each Party, (ii) violate or conflict with any agreement that the warranting Party may have with any person; (iii) conflict with or result in any material breach or violation of any of the terms and conditions of, or constitute (or with notice or lapse of time or both constitute) a default under, any instrument, agreement or other agreement to which each Party is a Party or by which such Party is bound, (iv) violate any order, injunction, judgment or decree against, or binding upon, each Party or upon its respective securities, properties or businesses, or (v) violate any applicable law.
5. Wepsol shall not violate any proprietary and intellectual property rights of any third party, including without limitation, confidential relationships, patent, trade secrets, copyright and any other proprietary rights. Wepsol warrants that its GSP operations are established, operated and managed from within India and all data of the Customer are stored in India, in compliance with the provisions of the Digital Personal Data Protection Act (DPDPA),2023 and the Rules therein. Both parties agree that storing the basic information furnished by the Customer solely for the purpose of registering on the platform of Flotax shall be considered as in compliance with the aforesaid Act.
6. 6. The Customer shall be solely responsible for due compliance with applicable statutory provisions governing Goods and Services Tax. Wepsol by providing the services contemplated by this agreement is merely providing a conduit for filing the Returns under GST law and/or generation of E-way bill GST law and/or generation of e-invoice and shall not be responsible for any violation, non-compliance of the customer with the applicable statutory provision governing Goods and Services Tax. The Customer agrees that E-way bill is generated on portal provided by National Informatics Centre and Wepsol shall not be responsible for any shortcomings in operations of such websites.

E.      CONFIDENTIALITY

1. “Confidential information” for the purpose of this Agreement shall mean all information, know-how, ideas, designs, documents, concepts, technology, industrial, marketing, commercial knowledge, and other materials of a confidential nature and includes but is not limited to, information of a commercial, technical or financial nature which contains amongst other matters, trade secrets, know-how, patent, IPRs and ancillary information and other proprietary or confidential information, regardless of form, format, media including without limitation written or oral, and also includes those communicated or obtained through meetings, documents, correspondence or inspection of tangible items, facilities or inspection at any site or place including without limitation:
1. Research, development or technical information, confidential and proprietary information on products, intellectual property rights;
2. Business plans, operations or systems, financial and trading positions;
3. Details of customers, suppliers, debtors or creditors;
4. Information relating to the officers, directors or employees of the GSTN and background verification in relation thereto;
5. Formulae, IPRs, patterns, compilations, programmes, devices, methods, techniques, or processes, that derive independent economic value, actual or potential, from not being generally known to the public
6. Information provided by the Customer for the purpose of filing any tax returns.
2. Each Party may have access to the Confidential Information. Parties agree that whether or not the Confidential Information has been designated as "confidential", the same shall be deemed to be confidential in nature and shall be referred to as "Confidential Information". Each Party shall not at any time now or in future either directly or indirectly, disclose, publish, or use the Confidential Information without other Party's prior written consent; provided however, that each Party may use and disclose Confidential Information to its Employees who need to know such Confidential Information to the extent necessary for the purpose of performing its obligations hereunder. Each Party shall use high standard of care and discretion to avoid disclosure of the Confidential Information.
3. 3. Each Party shall cause its employees that may or are likely to receive the Confidential Information to comply with the terms of this agreement and each Party shall continue to be primarily responsible for any breach hereof by its employees.
4. The obligations of confidentiality shall not apply to parties for:

1. (i) Disclosure of Confidential Information that is or becomes generally available to the public other than as a result of disclosure by or at the direction of a Party or any of its Representatives in violation of this Agreement;

2. (ii) Disclosure by Parties to its representatives provided such Representatives are bound by similar confidentiality obligations; or

3. (iii) Disclosure, after giving prior notice to the other Parties to the extent practicable under the circumstances and subject to any practicable arrangements to protect confidentiality, to the extent required under the rules of any stock exchange or by Applicable Laws or government regulations or generally accepted accounting principles applicable to any Party or judicial or regulatory process or in connection with any judicial process, regarding any legal action, suit or proceeding, arising out of or relating to this Agreement.

5. If either Party or any of the Parties' employees, affiliates, sub-contractors, vendors, and agents is compelled under due process of law or by any governmental or semi/quasi-governmental authority to disclose any Confidential Information, each Party shall provide other Party with prompt prior written notice of such requirement, to enable other Party to the extent possible, to seek an appropriate remedy against such disclosure.
6. The Parties shall keep the information on the consideration and other terms and conditions of this agreement as confidential, except to the extent required to be disclosed to its accountants, auditors, attorneys or regulators as required by Applicable Law. Any public statement concerning this agreement or the relationship between the Parties shall require the prior written approval of Wepsol.
7. This clause shall survive the expiration or termination of this agreement for a period of one year.

F.     INDEMNIFICATION

1. Customer shall at its own expense, defend, indemnify and hold harmless("Indemnifying Party") Wepsol and each of its Affiliates, officers, directors, employees, representatives, successors and permitted assigns(individually and collectively the "Indemnified Parties"),from and against all Losses, claims, costs and expenses and liabilities suffered by the Indemnified Parties arising directly on account of any wrongful actions of the indemnifying Party or the irrespective employees, agents and representatives or out of breach of this agreement; violation of any Applicable Law; negligence, wilful misconduct, or wrongful act or omissions in connection with the services; or any third party's allegation that any intellectual property or products provided by the Indemnifying Party and used in relation to the services infringe or misappropriate any copyright, patent, trade Secret, trademark, trade name or other proprietary rights of such third party.
2. The Indemnifying Party shall be entitled to control the defense of claims brought by a third party in which the Indemnifying Party has an obligation of indemnification, provided that the Indemnifying Party shall not compromise or settle any claim without the Indemnified Party's consent unless(i) there is no finding or admission of any violation of law or the rights of any third party by the Indemnified Party or prejudicial effect on any other claim that may be made against the Indemnified Party, or(ii)the Indemnifying Party agrees to satisfy any and all monetary damages or liability incurred or to be incurred under such defence. The Indemnifying Party shall keep the Indemnified Party informed of the proceedings and the defense taken by it in such third party claim.

3. This clause shall survive for 1 year after the expiry or earlier termination of this agreement.

G.  LIMITATION OF LIABILITY

Notwithstanding anything to the contrary herein contained, neither party shall be liable to the other in connection with this agreement for any of the following damages:

1. Lost profit, loss of business, loss of investment or loss of goodwill, or
2. Indirect or punitive losses, damages, costs or expenses.

Further, the entire liability of Wepsol arising under or in connection with this agreement, whether arising in contract, tort, negligence, misrepresentation, for breach of duty or otherwise, shall be limited in aggregate to 50% of the average annual charges paid by Customer.

1. FORCE MAJEURE

1. 1. Neither party to this agreement shall be liable or responsible for any failure to perform or delay in performance of the irrespective obligations hereunder, when such failure or delay is due or attributable to or arises out of, any Force Majeure event, provided a notice of occurrence of any Force Majeure event is given by the affected Party to the other Party within a period of fifteen (15) days of the occurrence of such Force Majeure event.
2. 2. If the Force Majeure event continues unabated for an uninterrupted period of thirty (30) days, then the non-affected Party shall be entitled to terminate this agreement by notice in writing to the other Party, whereupon this agreement shall stand terminated, in terms of Clause C hereinabove.
3. 3. For the purposes of this agreement "Force Majeure" shall mean any event or circumstance or combination of events or circumstances, beyond reasonable control, that adversely and materially affects, prevents or delays any Party in the performance of its obligations in accordance with the terms of this agreement, but only if and to the extent that such events and circumstances are "Acts of God".

1.   I. DATA SECURITY & COMPLIANCE
1. 1. The Customer shall not whether through deliberate actions, negligence, or omissions, cause any disruption to Technology System / GST Portal’s operations through its actions / inactions. The Customer is expected to exercise due diligence and adopt best practices to maintain the stability and functionality of the system at all times.
2. 2. Taxpayer data that is necessary for compliance purposes shall be securely destroyed or anonymized once its intended use has been completed.

1.   LEGAL COMPLIANCE
1. 1. Each Party while discharging its obligations under this agreement shall comply with applicable laws and guidelines framed by the Government of India or the appropriate State Government or any other statutory authority from time to time.
2. 2. Wepsol hereby confirms that it has obtained necessary approval/s, permission from statutory authorities, in respect of their scope of Services to be provided under this agreement.

1. DISPUTES
1. 1. If there is any dispute or difference of opinion between the Parties in respect of any matter arising hereunder or any rights or obligations hereunder (a "Dispute"), then either Party may promptly notify the other Party of the nature of such Dispute. Both Parties' designated representatives shall cooperate in good faith and make a reasonable effort to promptly resolve such dispute amicably.
2. 2. The terms and provisions herein contained and all the disputes or claims relating to this agreement shall be governed by, interpreted and construed in accordance with the laws of India. The courts of Bangalore shall have exclusive jurisdiction in respect of any such disputes or claims.

1. GENERAL

1. The relationship of the Parties is on a principal to principal basis. Each Party is an independent contractor with respect to the other Party and is not an employee or legal representative of the other Party for any purpose. Neither Party shall have the authority to enter into any contracts in the name of or on behalf of the other Party. This agreement does not intend and shall not be construed to create or imply any partnership, agency or joint venture, or employer-employee relationship between the Parties shall assign or subcontract this agreement or their ghettos obligation share under to any third party only after obtaining the prior written consent of the other Party, which consent shall not be unreasonably withheld or delayed or unless such assignment is pursuant to an order from a statutory or competent authority. Provided however that either Party may assign this agreement to any of its own group companies, without the prior written consent of the other Party. Notwithstanding such sub-contracting, the subcontracting Party shall continue to remain primarily liable and fully responsible for the performance by the sub-contractor of its obligations hereunder.
2. Customer shall not use the Wepsol's name nor Trade marks such as Fluid Trail , Fluid pro, Fluid Map, Fluid Print, Fluid Works, Flo Tax, Wepsol or identity of Wepsol in any advertising or publicity releases or promotional or marketing correspondence to third parties, without Wepsol's prior written approval. However, Wepsol shall have the right to use the name of the Customer for its promotional or marketing correspondences.
3. No failure or delay on the part of any Party in exercising any power or right hereunder shall operate as a waiver thereof nor shall any single or partial exercise of such right or power preclude any other or further exercise of any other right or power hereunder.
4. This agreement, including any attachment, or referenced document, forms the entire agreement and understanding between Wepsol and the CUSTOMER relating to the services. It replaces and supersedes any previous proposal, correspondence, understanding or other communication, whether written or oral, whether express or implied. Either Party is liable to the other, in equity or otherwise, for any misrepresentation under this agreement. Each Party acknowledges that it has not relied on or been induced to enter into this agreement by a representation other than those expressly set out in this agreement.
5. If any provision of this agreement or the application of the agreement to any Party or circumstances shall, for any reason and to any extent, be held invalid or unenforceable, neither the remain of the agreement nor the application of the agreement or such provision to any other Party or circumstance or other instruments referred to in this agreement or affected provision shall be affected there by but, rather, the same shall be enforced to the fullest extent permitted by Applicable Laws of India.
6. Any notice required to be served under the provisions of this agreement shall be in writing and shall be deemed to have been duly served if hand-delivered or within India by Registered AD, Speed Post AD, registered or recorded delivery or outside India by registered airmail correctly addressed to the relevant Party's address as specified in the recital part of the agreement.
7. Privacy Policy:  Use of this site is subject to our Privacy Policy. Wepsol respects the Customer’s privacy. Wepsol will not intentionally monitor or disclose any information unless required by law, regulation or court order. Wepsol reserves the right to change or update these policies at any time upon reasonable notice, effective immediately upon posting to this site.

END OF TERMS AND CONDITIONS