These Terms of Business set out the framework on which TraCarta India Private Limited provides the TraCarta platform and related reconciliation services to its customers. They apply alongside any specific Order Form or Statement of Work executed between us.
These Terms form a binding agreement between TraCarta India Private Limited ("TraCarta," "we," "our," "us"), a company incorporated under the Companies Act, 2013 with its registered office at Registered Office Address, and the customer identified in the applicable Order Form ("Customer," "you").
By executing an Order Form that references these Terms, or by using the TraCarta platform or services, you confirm that you have authority to bind your organisation and agree to these Terms on its behalf. If you do not have such authority, or do not agree to these Terms, you must not use the services.
In the event of a conflict between these Terms and an Order Form, the Order Form prevails to the extent of the inconsistency. In the event of a conflict between these Terms and a written Statement of Work or Data Processing Agreement executed by both parties, that document prevails to the extent of the inconsistency.
In these Terms, the following capitalised terms have the meanings set out below.
"Services" means the TraCarta platform and any associated professional, implementation, or support services described in an Order Form.
"Platform" means the TraCarta software-as-a-service offering, including its constituent modules (such as SkyDoc, SkyLedger, SkyBoard, AlignIQ, SkyConnect, and SkyLink) and any associated APIs, documentation, and updates.
"Order Form" means a written document executed by both parties identifying the Services subscribed to, the applicable fees, the subscription term, and any specific commercial terms.
"Customer Data" means all data and content submitted to or processed within the Platform by, or on behalf of, the Customer, including personal data processed under our Data Processing Agreement.
"Documentation" means the technical and user documentation we make available from time to time describing the functionality and use of the Platform.
"Fees" means the charges payable by the Customer for the Services, as set out in the applicable Order Form.
"Applicable Law" means all laws, regulations, and orders in force from time to time that apply to a party's performance of this agreement, including the Digital Personal Data Protection Act, 2023 and the DPDP Rules, 2025.
We will provide the Services described in the Order Form, in accordance with these Terms, the Documentation, and Applicable Law. The specific modules, volume tiers, and service levels applicable to your engagement are set out in the Order Form.
Subject to payment of the Fees and compliance with these Terms, we grant you a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Platform during the subscription term, solely for your internal business purposes.
You agree that you will not, and will not permit any third party to:
We may update, improve, or modify the Platform from time to time. We will not materially reduce the core functionality of the Platform during a subscription term. Where an update requires action on your part, we will give reasonable advance notice.
You are responsible for the following:
You acknowledge that the Platform's outputs — including reconciliation results, exception reports, and Input Tax Credit recommendations — are tools to support your finance team's judgment. Final decisions about tax filings, journal postings, and regulatory submissions rest with you and your advisors.
The Fees for the Services are set out in the applicable Order Form. Unless stated otherwise in the Order Form:
We may revise our Fees for any renewal term by giving you written notice at least sixty (60) days before the end of the then-current term.
As between the parties, TraCarta owns all right, title, and interest in and to the Platform, the Documentation, and all related intellectual property, including any improvements, enhancements, or derivative works developed by us. Nothing in these Terms transfers any ownership rights to you other than the limited access rights expressly granted.
You own and retain all right, title, and interest in and to Customer Data. You grant us a non-exclusive, worldwide, royalty-free right to host, process, transmit, and display Customer Data solely to the extent necessary to provide the Services to you and to meet our legal obligations.
We may collect and use aggregated, anonymised, or de-identified data derived from your use of the Platform for the purposes of operating, securing, and improving our products, provided that such data does not identify you or your personnel.
Each party may have access to the other party's confidential information in connection with this agreement. Each party agrees to:
Confidential information does not include information that is publicly available other than through breach of this clause, was rightfully in the receiving party's possession before disclosure, is independently developed without use of the disclosing party's confidential information, or is rightfully received from a third party without confidentiality obligations.
The obligations in this clause survive for Confirm with counsel years after termination of this agreement. Obligations in respect of personal data and trade secrets continue for as long as those categories warrant protection under Applicable Law.
Our processing of personal data under this agreement is governed by our PII Policy and by any Data Processing Agreement executed between the parties.
Where we process personal data on your behalf in the provision of the Services, we do so as a Data Processor acting on your documented instructions as the Data Fiduciary, in accordance with the Digital Personal Data Protection Act, 2023 and the DPDP Rules, 2025.
Each party will implement and maintain reasonable technical and organisational measures designed to protect personal data against unauthorised or unlawful processing, accidental loss, destruction, or damage. An overview of our measures is set out in our Security Policy.
We warrant that we will provide the Services with reasonable skill and care, consistent with industry practice for services of a similar nature. Where the Services materially fail to meet this standard, we will re-perform the affected Services at no additional charge, provided that you have notified us in writing within a reasonable time of becoming aware of the failure.
Except as expressly set out in these Terms or in an Order Form, the Services are provided on an "as is" and "as available" basis. To the fullest extent permitted by Applicable Law, we disclaim all other warranties, whether express, implied, statutory, or otherwise, including any warranties of merchantability, fitness for a particular purpose, non-infringement, and accuracy of outputs.
We do not warrant that the Platform will be uninterrupted or error-free, that defects will be corrected immediately, or that the Platform will be compatible with every third-party system in every configuration.
To the fullest extent permitted by Applicable Law, and subject to the carve-outs set out below:
Nothing in this agreement limits or excludes either party's liability for fraud, fraudulent misrepresentation, gross negligence, wilful misconduct, or any other liability that cannot be limited or excluded under Applicable Law.
This agreement commences on the effective date set out in the Order Form and continues for the subscription term specified in the Order Form, renewing thereafter in accordance with the Order Form unless either party gives written notice of non-renewal at least notice period days before the end of the then-current term.
Either party may terminate this agreement with immediate effect by written notice if the other party commits a material breach that is capable of remedy and fails to remedy it within thirty (30) days of receiving written notice of the breach, or if the other party becomes insolvent, enters administration, or ceases to carry on business.
On termination of this agreement: (a) your right to access and use the Platform ends; (b) you will pay all Fees accrued up to the effective date of termination; (c) each party will return or destroy the other party's confidential information, subject to any legal retention obligations; and (d) we will make Customer Data available for export for a reasonable period following termination, after which we will delete Customer Data in accordance with our retention practices.
Provisions that by their nature are intended to survive termination — including those relating to payment, intellectual property, confidentiality, data protection, warranties and disclaimers, limitation of liability, and governing law — will continue in full force after termination.
Neither party is liable for any failure or delay in performance caused by events outside its reasonable control, including acts of God, government action, war, civil unrest, epidemic, strike, failure of telecommunications or internet services, or failure of infrastructure not under its direct control. The affected party must notify the other party promptly and use reasonable efforts to mitigate the impact.
If a force majeure event continues for more than sixty (60) consecutive days, either party may terminate the affected Order Form by written notice without further liability, save for amounts accrued before termination.
This agreement is governed by, and interpreted in accordance with, the laws of India, without regard to its conflict-of-laws principles.
The parties will first attempt to resolve any dispute arising out of or in connection with this agreement through good-faith negotiations between senior representatives. If the dispute is not resolved within thirty (30) days of written notice, it will be referred to arbitration in accordance with the Arbitration and Conciliation Act, 1996, before a sole arbitrator mutually appointed by the parties. The seat of arbitration will be Seat city, India, and the proceedings will be conducted in English.
Subject to the arbitration clause above, the courts at Seat city will have exclusive jurisdiction over any matter not referable to arbitration, including applications for interim relief.
Neither party may assign or transfer this agreement without the other party's prior written consent, except that either party may assign this agreement to a successor entity in connection with a merger, acquisition, or sale of substantially all of its assets, on written notice to the other.
Notices under this agreement must be in writing and delivered by email to the addresses set out in the Order Form, or to legal@tracarta.in in the case of TraCarta. Notices are deemed received on the next business day after transmission, subject to evidence of successful delivery.
These Terms, together with the applicable Order Form and any documents expressly incorporated by reference, constitute the entire agreement between the parties on the subject matter and supersede all prior and contemporaneous communications.
If any provision of this agreement is held unenforceable, the remaining provisions remain in full force and effect, and the unenforceable provision will be modified to the minimum extent necessary to make it enforceable while preserving the parties' original intent.
Failure or delay by either party to exercise any right or remedy does not constitute a waiver of that right or remedy.
The parties are independent contractors. Nothing in this agreement creates a partnership, joint venture, agency, or employment relationship between them.
Questions about these Terms should be directed to:
Commercial and legal queries relating to these Terms or to an existing engagement should be sent to our legal team.