End-User License Agreement (EULA) and Terms of Service

Last Updated: 01-May-2025

This End-User License Agreement ("Agreement") governs your purchase and use of the accounting software known as "KhataTeller" and related services (collectively, the "Software"). By installing, accessing, or using the Software, you agree to be bound by this Agreement. If you are accepting on behalf of a company or other legal entity, you represent that you have authority to bind that entity.

1. Definitions
   1. "Company" means Sanmati Systems, the licensor providing KhataTeller.
   2. "Software" means the accounting software product known as KhataTeller and related services.
   3. "Customer" or "you" means the end user licensing and/or subscribing to the Software.
   4. "Subscription" means time-limited right to use the Software and Support Services.
   5. "Documentation" means usage guides, help files, and specifications provided by Company.
   6. "Support Services" means maintenance, updates, and technical assistance (if any) provided by Company.
2. License Grant and Scope
   1. Subject to your payment (if applicable) and compliance with this Agreement, Company grants you a non-exclusive, non-transferable, non-sublicensable license to install and use the Software solely for your internal accounting and business purposes.
   2. All rights not expressly granted are reserved by Company. The Software is licensed, not sold.
3. Subscription, Features, and Changes
   1. Subscriptions may include usage limits, feature tiers, and/or user seats as described at purchase.
   2. Company reserves the right to add, modify, or discontinue features, plans, pricing, and service components at any time, including to address security, legal, or performance needs. When feasible, Company will provide reasonable notice; continued use after the effective date constitutes acceptance.
   3. Downgrades or plan changes may limit or remove functionality and/or data access.
4. Installation, Activation, and Updates
   1. You are responsible for installation, configuration, and activation, including third‑party prerequisites.
   2. The Software may automatically check for, download, and install updates, patches, or security fixes.
   3. Updates may change or remove functionality. Company is not liable for incompatibility with third‑party systems.
5. Acceptable Use and Restrictions
   1. Do not: (a) copy (beyond permitted backup), modify, translate, or create derivative works; (b) reverse engineer, decompile, or attempt to extract source code except to the extent permitted by law; (c) remove proprietary notices; (d) resell, lease, or provide the Software to third parties; (e) use the Software to infringe any law, third‑party rights, or for unlawful accounting practices.
   2. Customer will maintain industry‑standard safeguards (e.g., access controls, backups) for secure use.
6. Customer Data and Records
   1. Customer retains all rights in Customer Data. Customer is solely responsible for the accuracy, completeness, and legality of Customer Data (including invoices, vouchers, GST numbers, bank statements).
   2. Customer will obtain all necessary consents and legal bases for processing any personal data.
   3. Company does not provide legal, tax, or accounting advice; outputs are informational and subject to Customer review.
7. Privacy and Security
   1. Company implements reasonable technical and organizational measures for the Software. No system is 100% secure, and Customer assumes risk associated with internet communications.
   2. Where applicable, data handling is described in the Company Privacy Notice. Customer must not upload special category/sensitive data unless strictly necessary and lawful.
8. Third‑Party Services and Content
   1. The Software may interoperate with third‑party services (e.g., email, OCR, AI, government portals). Company does not control third parties and is not responsible for their availability or terms.
   2. Use of third‑party services is governed by their terms; Customer is responsible for compliance and fees.
9. Support and Maintenance
   1. If Support Services are included in your plan, Company will provide commercially reasonable assistance during business hours and maintain update channels for bug fixes and security patches.
   2. Support does not include custom development, data migration, tax advisory, or on‑site services unless agreed in writing.
10. Fees, Taxes, and Invoices
    1. All fees are non‑cancellable and, unless stated otherwise, non‑refundable. Late payments may incur interest at the maximum rate allowed by law and/or suspension of service.
    2. Prices exclude taxes, duties, and levies. Customer is responsible for all applicable taxes (except taxes on Company’s income).
11. Refunds and Trials
    1. Refunds are not provided except where required by law or expressly stated in writing by Company.
    2. Trial access is provided "as‑is" and may be suspended, limited, or terminated at any time.
12. Intellectual Property
    1. Company and its licensors own all IP rights in the Software and Documentation. No rights are granted by implication.
    2. Customer grants Company a limited license to process Customer Data solely to provide and improve the Software.
13. Feedback
    1. Feedback, suggestions, or ideas may be used by Company without restriction or obligation.
14. Compliance and Audit
    1. Customer will maintain accurate records of Software usage and access. Company may, upon reasonable notice, verify compliance (remotely or on‑site) not more than once per year, unless non‑compliance is suspected.
15. Warranties; Disclaimer
    1. Company warrants it has the right to license the Software. To the fullest extent permitted by law, the Software and Support Services are provided "as‑is" and "as‑available" without warranties of any kind.
    2. Company does not warrant that the Software will be error‑free, uninterrupted, or meet Customer’s specific requirements.
16. Limitation of Liability
    1. To the maximum extent permitted by law, in no event will Company be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or loss of profits, revenues, data, or goodwill.
    2. Company’s aggregate liability arising out of or related to this Agreement will not exceed the fees paid by Customer for the Software in the twelve (12) months preceding the event giving rise to the claim.
17. Indemnification
    1. Customer will defend, indemnify, and hold harmless Company from claims arising out of (a) Customer Data, (b) Customer’s breach of this Agreement, or (c) use of the Software in violation of law or third‑party rights.
18. Term, Suspension, and Termination
    1. This Agreement is effective from acceptance and continues for the Subscription term (if applicable) or until terminated.
    2. Company may suspend or terminate access for non‑payment, material breach, security risks, or legal requirements.
    3. Upon termination, Customer must cease use and uninstall the Software. Certain sections survive termination.
19. Force Majeure
    1. Neither party is liable for delays or failures due to events beyond reasonable control (e.g., natural disasters, labor disputes, network failures, government actions).
20. Export and Sanctions
    1. Customer will comply with applicable export control and sanctions laws and not use the Software in restricted regions or for prohibited purposes.
21. Governing Law; Dispute Resolution
    1. This Agreement is governed by the laws of India, without regard to conflict of laws principles.
    2. Any disputes shall be resolved through good‑faith negotiations, failing which they shall be subject to the exclusive jurisdiction of competent courts at Gautam Buddh Nagar, Uttar Pradesh.
22. Changes to this Agreement
    1. Company reserves the right to update these terms at any time. Material changes will be notified via the Software, email, or website. Continued use after the effective date constitutes acceptance of changes.
23. General
    1. Entire Agreement: This Agreement constitutes the entire understanding and supersedes prior agreements on the subject matter.
    2. Severability: If any provision is held invalid, the remainder remains in effect.
    3. Assignment: Customer may not assign this Agreement without Company’s prior written consent.
    4. Notices: Notices must be in writing and deemed delivered upon receipt to the addresses specified in ordering documents or via registered email.
    5. Waiver: Failure to enforce a provision is not a waiver of future enforcement.
24. Contact
    1. For questions about this Agreement, contact: customersupport@sanmatisystems.com.

By proceeding with signup and/or using the Software, you acknowledge that you have read, understood, and agree to be bound by this Agreement.