Terms And Conditions
- 1.1 “GST Act” means and includes an Act in relation to rollout of Goods and Services Tax (“GST”), and includes Various States Goods and Service Tax Acts and Rules which have been notified and /or to be notified by central and/or state Government in India which may be passed by the Government of India and there after it shall become effective from the date of its notification or as may be mentioned there under.
- 1.2 “GSP Application” means and includes an application/system developed by the GSP to enable the Taxpayer to access the GST system for GST related activities.
- 1.3 “Taxpayer/s” means the person and/or any entity who is/are governed by GST Act and is/are required to comply the provisions of GST Act, whereby such person and/or entity may be required to perform or undertake any actions/activities as defined in the said Act.
- 1.4 “Taxpayer/s Data” means and includes the information which is required to be uploaded/shared/accessed by the Taxpayer/s onto GST System, such as documents, Challan and requisite information etc., as may be specified under the GST Act, from time to time.
- 1.5 “GST” shall mean the system of indirect taxation on manufacture, sale and consumption of goods and services throughout India, to replace taxes levied by the central and state governments
- 1.6 “GST System” shall mean information technology and communications infrastructure system being set up by GSTN for enabling implementation of Goods and Services Tax (“GST”) in India.
- 1.7 “Competent Authority” shall mean any person or organization that has been legally delegated or invested authority, capacity, or power to perform a designated function under GST Act.
2 SERVICES, TERMS & CONDITIONS
- 2.1 Karvy as a GST Suvidha Provider (GSP) and ASP, has agreed to provide and Client has agreed to receive access to Karvy’s portal to file their GST return and/or do any activities as may be required by the Client under the applicable GST Act/laws.
- 2.2 Client shall be responsible for the executing/providing services to third party and Karvy shall not in any case be held responsible/accountable for any breach/delay in execution or performance of service to the said third party.
- 2.3 GST practitioners who are member of respective professional body or have any membership of Bar Council should abide by the code of conduct and ethics policy of such body
3 SCOPE OF WORK
- 3.1 Karvy as the GSP will provide continuous and flawless Services at all times unless it is prevented by reason of any Force Majeure Event or any other exceptions as may be set out under the SLA as defined by GSTN.
- 3.2 Karvy as the GSP shall add and reflect, on its GSP Application, such disclaimers as GSTN may require from time to time.
- 3.3 Karvy as the GSP shall ensure that GSP Application is connected to GST System in a continuous asynchronous mode whenever the GSP has to provide any kind of Services to the Taxpayer.
- 3.4 All the APIs provided by GSTN to Karvy as the GSP shall be further released to its service providers in the same form and quantum as may be provided to it by GSTN. The GSP shall not discriminate or show bias or give preferential treatment, directly or indirectly, in sharing of the aforesaid APIs.
- 3.5 Karvy as the GSP shall generate sub-license key for its ASP for authenticating to the GSTN server and for encryption and decryption of the data from and to the GSTN server.
- 3.6 Karvy as the GSP shall connect to GST system through MPLS API consumption to be measured at GSP and GST end to assess usage for billing purpose.
- 3.7 All ASP’s of Karvy as the GSP shall connect to and aggregate to GSTN through our API’s.
- 3.8 Karvy as the GSP will offer additional value added services like bulk upload of invoices, conversion of invoice data format like csv,xls,txt to Json format, prepare GSTR’s with validation through our API’s.
- 3.9 Karvy as the GSP will comply with data privacy, encryption, authorization features provided by GSTN.
- 3.10 Karvy as the GSP will ensure security, privacy and integrity of data travelling from end user application to its system and to GSTN.
- 3.11 Karvy as the GSP will provide short as well long duration session to their customers (GSTN provides both facilities) based on user preference.
- 3.12 Karvy as the GSP shall maintain audit as well as transaction logs of all the request/response processed by it for a period of 8 years by capturing the complete meta data available in http headers, request and response time stamp along with status (success/failure/timeout etc.), requesting third party details like application id /license /sub-license key, API type etc. as prescribed by GSTN from time to time.
- 3.13 Karvy as the GSP understands and agrees that the logs maintained by it shall be shared with any individual or entity only on a need basis, and that the storage of the logs maintained by it shall comply with all the relevant laws, rules and regulations.
Standard Services for KARVY ASP –
Karvy ASP application will provide below services-
- Returns , Records and Reconciliation-
- GSTR - 1 (Returns for Outward Supplies)
- GSTR - 2 (Returns for Inward Supplies)
- GSTR 1A, 2A – Reconciliation Statements
- GSTR - 3 (Monthly Return)
- GSTR – 3B (Monthly Return)
- GSTR - 6 (Return for ISD) including calculation of turnover and credit distribution
- GSTR - 7 (Return for Tax Deducted at Source)
- GSTR – 8 (E-Commerce operator)
- GSTR - 9 (Annual Return)
- Reverse charge calculation including generation of self-invoice
- Maintenance of Tax Liability, Cash Payments and Input Tax Credit ledger
- Any other record/return prescribed by Government from time to time
4 TERM- The Services shall come into force on the date of acceptance of the Terms and Conditions and upon
allocation of User ID and Password to the Client. The Services shall continue to remain effective until
terminated by either party in accordance with the Terms and Conditions.
Standard Services for KARVY ASP –
In consideration of authorizing Client to access the Karvy’ s portal, the Client shall pay such charges/tariff (
“Charges”) to Karvy as proposed by Karvy and agreed by Client. Client shall be liable to make
the payment of such Charges to Karvy, before the commencement of Service and for any additional services Karvy shall raise
the invoice and Client shall make payment within 7 days from the date of raise of invoice
(“Due Date of Payment”).
- 5.2 In case there is default in payment of additional charges to Karvy for a period of more than 30 days from the due date of payment, Karvy shall have the right to block the access to Karvy’s portal and no liability lies on Karvy for any non-filing of returns, etc.
- 5.3 Currently GSTN does not impose any charges and in case GSTN levies any charges on GSP same shall be recovered by Karvy on actuals.
6 INDEMNITY AND LIMITATION OF LIABILITY
- 6.1 Client shall indemnify and protect the interests of Karvy and indemnify it against all claims, liabilities, losses and incurred costs, fines, penalties, expenses, taxes, assessment, punitive damages, fees (including advocate’s/ attorney’s fee), liabilities (including any investigative, legal and other expenses incurred in connection with, and any amounts paid in settlement of, any pending or threatened legal action or proceeding), judgments, awards, assessments, obligations, damages, etc., which Karvy may suffer or incur arising out of, or in connection with any act, neglect, default or omission on the part of the Client including but not limited to liabilities arising from non-compliance of standards and regulations, unauthorized use or disclosure of Confidential Information and failure to comply with data protection as prescribed by GSTN or any regulatory authorities, from time to time.
- 6.2 Limitations of Liability- Karvy and its affiliates or licensors shall not be liable to client for any direct, indirect, incidental, special, consequential, or exemplary damages (including damages for loss of profits, goodwill, use, or data), even if a party has been advised of the possibility of such damages. Further, neither Karvy nor any of its affiliates or licensors will be responsible for any compensation, reimbursement, or damages arising in connection with any unauthorized access to, alteration of, or the deletion, destruction, damage, loss or failure to store any of client content or other data. In any case, Karvy and its affiliates’ and licensors’ aggregate liability hereunder will be limited to the amount Client actually pay to Karvy for the Service that gave rise to the claim during the 12 months preceding the claim.
- 6.3 License Restrictions- During and after the Term, client will not assert, nor will authorize, assist, or encourage any third party to assert, against Karvy or any of its affiliates, customers, vendors, business partners, or licensors, any patent infringement or other intellectual property infringement claim regarding any Service offerings Client have used.
7 INTELLECTUAL PROPERTY RIGHTS
- 7.1 The Parties further agree that all the Intellectual property rights on the API/application etc. shall at all-time vest with Karvy and no intellectual property rights (of any nature) is being transferred by Karvy to the Client by way of this Terms and Conditions.
- 8.1 Either Party without any liability against the other except the liability of client to pay any outstanding amount due towards Karvy, can terminate this services for any reason whatsoever at any time by service of a ninety (30) days’ notice in writing to the other Party. Notwithstanding anything mentioned herein, Karvy shall at its sole discretion terminate the services forthwith in the following cases where Client:
- 8.1.1 Defaults in making the payment in accordance with clause 4.1 hereinabove mentioned.
- 8.1.2 Material breach of any Terms and Conditions
- 9.1 Any Penalties to Karvy from the regulators on the account of non-compliance by Client shall be back to back.
10 GOVERNING LAW AND JURISDICTION
- 10.1 Client shall at all times adhere and comply with applicable laws, guidelines and rules as provided by GSTN or any other competent authority.
- 10.2 The construction, validity and performance of Services as mentioned herein shall be governed in all respects by the laws of India. The parties hereby submit to the non-exclusive jurisdiction of the Indian Courts at Hyderabad.
- 10.3 All disputes arising out of or in connection with the Services, shall be attempted to be settled within (30) thirty days following the day of written notification of the dispute by either Party, through good faith negotiations between the senior management of both the Parties.
- 10.4 If the dispute is not so resolved amicably within thirty (30) days of written notification of the dispute, then dispute shall be resolved in accordance with the provisions of the Arbitration and Conciliation Act, 1996 (including any statutory modifications and substitutions made thereto). The language of the arbitration shall be English. The place of arbitration shall be Hyderabad and shall be presided over by a single arbitrator chosen by Karvy. Any award passed by the arbitrator so appointed shall be final and binding on both the parties.
- 11.1 There shall be no Principal-Agent relationship or partnership between the parties
- 11.2 Client shall not represent itself as representative or agent of Karvy to any third party. Any third party acting on suc representation should do so on its own and Karvy shall not be liable for any loss or damage.
12 SUB- CONTRACT – The Client shall not assign the benefit or delegate the burden of this Terms and Conditions and/or otherwise sub-contract and/or transfer any or all of its rights and obligations (whether wholly or partially) to any third party. In case Client sub-contracts without the consent of Karvy, appropriate legal action shall be taken against the client and such sub-contractor cannot hold Karvy liable for discontinuance of services.
These Terms and Conditions shall be executed by providing an electronic signature, charges applicable for e-signature shall be INR ______ /-
By clicking on the checkbox next to the paragraph that includes the words “I have read and agreed to the Terms and conditions ” hereby agree to be legally bound by this terms and conditions.