TERMS AND CONDITIONS OF USE

 Introduction

Our relationship with you is our most important asset. We want you to feel comfortable and confident when using our Platform and Services. These Terms and Conditions of Use (the “Terms”) inform you of the terms which apply to your access to the Platform and Services, what we expect from you, and what you can expect from us as you use and interact with our Platform and the Services provided by us, our Third Parties, and third-party service providers.

Scope of Terms

These Terms apply to the use of or access to the “Dietnest” mobile application available on Google Play Store, iOS (and other similar platforms), and the website https://getdietnest.in/ (collectively referred to as the “Platform”), as well as the Services provided by us, our Third Parties, and third-party service providers.

Definitions

• User: Refers to any person who visits the Platform (including usage on account of links shared by a user).
• Company: Refers to NextSpeed Technologies Private Limited.
• Parties: Refers to the User and the Company collectively.

Legal Compliance

These Terms constitute a binding and legally enforceable contract between the Company and the User. By using or registering on the Platform, you agree to be bound by the Terms. If you are using the Platform on behalf of an organization, you represent that you have been duly authorized to do so and agree to be bound by the Terms on behalf of that organization.

Eligibility

You represent that you are at least 18 years of age, a resident of India, and have not been previously suspended or removed by the Company from availing the Services or using the Platform. You also represent that you have the right, authority, and capacity to agree to the Terms and to abide by them.

Acceptance of Terms

By continuing to use the Platform or Services, you agree and undertake to be bound by these Terms. These Terms (and any changes thereto) become applicable to you retrospectively from the date of your first use of the Platform.

Changes to the Terms

We reserve the right to modify or amend these Terms. While we will make reasonable efforts to keep you posted on any updates to these Terms, we encourage you to periodically review them. Your continued use of the Platform after any modifications indicates your acceptance of the updated Terms.

Services

The Platform provides Users with finance management, accounts/ledger management, invoice creation and management, and other related services. We reserve the right to add, modify, or discontinue the Services and/or functionalities of the Platform with or without cause.

Information

While we use commercially reasonable efforts to facilitate provisions of the information including the GST filing, e-way bills, e-invoicing, etc., on the Platform, we are not responsible for any errors or omissions, or for the results obtained from the use of or reliance on this information. Specifically, certain links in Platform may connect to other websites maintained by third parties, including the portals established by the Government of India, over which we have no control. If you access such links, your use of the third party websites will be governed by the policies of such websites. We encourage you to review the terms and policies of such websites. We do not make any representations as to the accuracy or any other aspect of information contained in other websites. All information made available through the Platform is provided "as is", with no guarantee, representation, or commitment of completeness, accuracy, timeliness or of the results obtained from the use of this information, and without warranty of any kind, express or implied, including, but not limited to warranties of performance, merchantability and fitness for a particular purpose.

Intellectual Property Rights and Ownership

We own the intellectual property to the Platform and all our Services unless otherwise stated. This includes rights in the design, compilation, and look and feel of our Platform and Services. It also includes rights in all copyrighted works, trademarks, designs, inventions, and other intellectual property. Subject to compliance with these Terms, we grant you a non-exclusive, non-transferable, non-sub licensable, royalty-free, revocable, and limited licence to use the Platform and Services in accordance with these Terms. You agree not to copy, distribute, modify or make derivative works of any of our content or use any of our intellectual property rights in any way not expressly permitted by us.

Use of Data

Notwithstanding anything to the contrary contained herein and subject to applicable law, when you enter or upload your data onto the Platform, you expressly agree, covenant, consent and grant us, our Third Parties, our third party service providers and our group companies and affiliates, all rights, licences and consents to host, use, copy, transmit, process, store, share, analyse, display, make derivations, and back up all data you submit to us through our services and as required by us, including but not limited to personal data and any other data relating to financial information of yourself and others, to:

• enable you to use the Platform and avail the Services including the services provided by our partners, third parties and affiliates;
• allow us to improve, develop and protect our Services;
• create, market or provide new services through the Company or its Third Parties, group companies and affiliates;
• communicate with you about our Platform and the Services; and
• send you information we think may be of interest to you.

You agree, represent and warrant that you have and you will maintain, all rights to allow the Company, its Third Parties and/ or any third party service providers, and our affiliates, to host, use, compile, copy, transmit, process, store, share, analyse, display, make derivations, and back up all your data and retain aggregated customer data, including without limitation in combination with data of other users. The terms of use and sharing of such data are set out in our Privacy Policy https://getdietnest.in/policy.

Data Loss

Data loss is an unavoidable risk when using any technology. You are responsible for maintaining copies of your data entered into the Platform or for availing the Services. Whatever the cause of any downtime, access issues or data loss, your only recourse is to discontinue using the Platform or the Services.

Know Your Customer/Client

You agree and provide your express consent to provide certain information and documents that may be necessary to ascertain your eligibility to use the Platform or avail the Services including but not limited to your KYC Documents (defined hereinafter) to us, to the Third Parties, and to our third-party service provider, to use, copy, transmit, process, store, share, analyse, make derivations, and back-up such KYC Documents. The “KYC Documents” and information include mobile number, mother’s name, father’s name, email address, password, date of birth, gender, PAN, and other information which documents may be sought either during sign-up or at any stage later. You agree and warrant to provide valid, true, complete, and up-to-date KYC Documents. You acknowledge and agree that any incorrect or misleading information provided shall constitute a material breach of these Terms.

Communication Policy

You agree to receive communications from the Company regarding:

• information relating to use of the Platform or Services;
• requests for payment;
• information about the Company and the Services;
• promotional offers and services from the Company and its Third Parties, and
• any other matter in relation to the Services.

In case you access the Platform on behalf of a third party (after obtaining their prior consent), you acknowledge and agree that we are permitted to send any or all of the above to your customers or other third parties whose information you have made available on the Platform. We may send alerts to the mobile phone numbers provided by you, either of yourself or your customers or any third parties, via e-mail, SMS, WhatsApp messages or push notifications or any other means. If your mobile number is registered in the Do Not Disturb (“DND”) list of the Telecom Regulatory Authority of India, you may not receive SMS from us. In such case, you will be responsible for taking all steps to deregister from the DND list (or similar functionalities) and will not hold us liable for non-receipt of SMS, emails, WhatsApp messages and/or notifications. We shall not be under any obligation to confirm the authenticity of the person(s) receiving the alert. You cannot hold the Company liable for non-availability of the SMS/email alert/push notifications service in any manner whatsoever. The SMS/e-mail alert/push notification service provided by us is an additional facility provided for your convenience and that it may be susceptible to error, omission and/or inaccuracy. You shall not hold the Company liable for any loss, damages, claim, expense including legal cost that may be incurred/suffered by you on account of the SMS/e-mail alert/push notification facility. The clarity, readability, accuracy and promptness of providing the SMS/e-mail alert/push notification service depend on many factors including the infrastructure and connectivity of the service provider. We shall not be responsible for any non-delivery, delayed delivery or distortion of the alert in any way whatsoever. You understand that the Company cannot and does not guarantee or warrant that files available for download through the Platform will be free of viruses, worms or other code that may be damaging. You are responsible for implementing procedures to satisfy your particular requirements of Internet security and for accuracy of data input and output.

Third Party Services: Our Platform includes products and services made available by our Third Parties and third-party service providers. These third-party service providers may have additional terms that apply to you. You agree to be bound by such other additional terms. Products and services provided by such third parties are subject to terms and conditions and privacy policies set by their respective providers. These include how the provider will use your data that you make available to them. The descriptions of third-party products and services that we publish, and any associated links, have been provided to us by the providers. The providers are solely responsible for any representations contained in those descriptions. We do not endorse or assume any responsibility or liability for third-party products or services. We make no representations and hereby expressly exclude all warranties and liabilities arising out of or pertaining to such third-party services, including their accuracy or completeness. Further, all intellectual property rights in and to third-party services are the property of the respective third parties.

Termination: We may terminate or suspend your access to Platform or access to all or any of data:

• at our discretion;
• if you fail or choose to not accept or comply with these Terms or the Privacy Policy;
• in case of inactivity for long periods; or
• in case of any fraud, insolvency, or bankruptcy in relation to you. You agree that our right to terminate does not depend on whether you breach these Terms or not.

warranties and disclaimers: we are a technology platform service provider, and do not provide tax, legal, or any form of advisory services. we do not act as an intermediary and do not collect or facilitate the collection of monies. we are not and will not be responsible for any claim or for any damages suffered, whether by the users, the third parties of the users whose information is recorded on the platform, or any other person or party, that are related, directly or indirectly, to or arise out of the same including any payments made by the user or by any third parties of the user using the payment link generated using the platform. your use of the platform and the services is at your sole risk. the platform, the services are provided on an “as is” and “as available” basis. except as otherwise expressly provided in these terms, the company, its third parties, and their respective officers, directors, employees, agents and other representatives, expressly disclaim all warranties of any kind, whether express or implied, including, but not limited to the implied warranties of merchantability, fitness for a particular purpose and non-infringement. without limiting the generality of the foregoing, the company makes no warranty that: (i) the platform or the services will meet your requirements; (ii) the platform or the services will be uninterrupted, timely, secure, or error-free; (iii) information that may be obtained via the platform or the services will be accurate or reliable; (iv) the quality of any and all products, services, information or other material, including all merchandise, goods and services, obtained or purchased by you directly or indirectly through the platform will meet your expectations or needs; (v) any errors in the platform will be corrected; and (vi) your use of the platform and services does not result in, amongst others, the breach of applicable laws, or have tax implications. please consult your advisors before using the platforms or services.

exclusion of damages: we shall not under any circumstances be liable for any damages of any kind arising out of, in connection with or relating to the use of or inability to use the platform, including any liability: (i) as a publisher of information; (ii) for any incorrect or inaccurate information or any ‘bug’ of the platform or the services; (iii) for any unauthorized access to or disclosure of your transmissions or data; (iv) for statements or conduct of any third party on or via the platform; (v) for any disputes between users of the platform or the services, or between a user of the platform or the services and a third party; or (vi) for any other matter relating to the platform or the services, or the services of any third party. this is a comprehensive limitation of liability that applies to all damages of any kind, including any direct, indirect, special, incidental or consequential damages, whether based on breach of contract, breach of warranty, tort (including negligence), product liability or otherwise, even if an individual advises us of the possibility of such damages. the limitations of liability set forth herein are fundamental elements of the basis of the bargain between the company and you. the products, information and services offered on and through the platform or the services would not be provided to you without such limitations.

Indemnification: Notwithstanding anything contained in these Terms, you agree to defend, indemnify and hold harmless the Company (and its affiliates, officers, directors and employees) upon demand from and against any and all damages, actions, proceedings, claims, demands, costs, losses, liabilities, diminution in value, loss of earnings, profits and revenue, opportunity costs, expenses (including any court costs and reasonable attorneys’ legal fees), in connection with, arising out of or in relation (i) your breach or non-compliance of the obligations, consents, undertakings, representations, warranties or covenants under these Terms, and (ii) misrepresentation, negligence, fraud, wilful concealment and misconduct (iii) misuse of the Services and Platform for any illegal or unauthorised purposes; (iv) any injuries to persons or damage to property, body, business character, reputation including theft, resulting from your acts or omissions; (v) any claims by a third party on the Company for the acts committed or omitted by you; and (vi) any violation of applicable law (“Violation”). You agree that any Violation by you will constitute an unlawful and unfair business practice and will cause irreparable harm to the Company and/ or its Third Parties and third party service providers, as the case may be, for which monetary damages would be inadequate and you consent to the Company obtaining any injunctive or equitable relief that they deem necessary or appropriate in such circumstances. These remedies are in addition to any other remedies that the Company may have at law or in equity. If the Company takes any legal action against you as a result of your Violation of these Terms, they will be entitled to recover from you, and you agree to pay, all reasonable attorneys’ fees and costs of such action, in additional to any other relief that may be granted. We reserve the right to assume, at our expense (which shall be reimbursed by you upon request), the exclusive defense and control of any such claim or action and all negotiations for settlement or compromise, and you agree to fully cooperate with us in the defense of any claim, action, settlement or compromise negotiations, as requested by us.

Refunds: You (being the merchant/receiver of the payment) and your customers acknowledge and undertake that you have provided to your customers, and your customers have received the goods, products or services, and the payments are made by your customers to you in lieu of the same. The Company or its Third Parties will not be responsible for the goods, products or services received or any disputes between you (being the merchant/receiver of the payment) and your customers. The merchant/receiver of the payment will be solely responsible for such claims and refunds, and the Company will not be responsible for providing any refunds in relation to the goods, products or services.

Miscellaneous:

• Notice: All notices, requests, demands, approvals, requests for approvals, or other communications under the Terms shall be in writing. Notice will be sufficiently given for all purposes as follows: (i) upon delivery when personally delivered to the recipient, (ii) upon receipt when mailed by certified mail (iii) upon delivery when delivered by a recognized international overnight courier, and (iv) upon receipt when sent by fax with confirmation.
• Modification: Each Party acknowledges that it has read the Terms, it understands it, and agrees to be bound by its terms, and further agrees that this is the complete and exclusive statement of the Terms between the Parties, which supersedes and merges all prior proposals, understandings and all other agreements, oral and written, between the Parties relating to the Terms.
• Governing Law and Jurisdiction: These Terms shall be governed by and construed and enforced in accordance with the laws of India. Subject to other provisions in this Clause, courts in Hyderabad shall have exclusive jurisdiction over all issues arising out of these Terms or the use of the Services. Any controversies, conflicts, disputes, or differences arising out of these Terms shall be resolved by arbitration in Hyderabad in accordance with the Arbitration and Conciliation Act, 1996 for the time being in force, which is deemed to be incorporated by reference in this Clause. The tribunal shall consist of 1 (one) arbitrator appointed by us. The language of the arbitration shall be English. The parties to the arbitration shall keep the arbitration confidential and not disclose to any person, other than on a need-to-basis or to legal advisors, unless required to do so by law. The decision of the arbitrator shall be final and binding on all the Parties hereto.
• Severability: If any provision of the Terms is invalid under any applicable statute or rule of law, it is to that extent to be deemed omitted and all other terms and provisions of the Terms shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any Party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the Parties shall negotiate in good faith to modify the Terms so as to effectuate the original intent of the Parties as closely as possible in an acceptable manner in order that the transactions contemplated hereby are consummated as originally contemplated to the greatest extent possible.
• Waiver: A waiver by either Party of any terms or conditions of the Terms in any instance shall not be deemed or construed to be a waiver of such term or condition for the future, or of any subsequent breach thereof. All remedies, rights, undertakings, obligations and agreements contained in the Terms shall be cumulative, and none of them shall be in limitation of any other remedy, right, undertaking, obligation or agreement of either Party.
• Relationship of Parties: The Parties are not employees, agents, partners or joint ventures of each other. Neither Party shall have the right to enter into any agreement on behalf of the other.
• Entire Terms: The entire understanding between the Parties hereto relating to the subject matter hereof is contained herein and the Parties make no warranties, representations or undertakings hereto except as expressly provided herein.
• Assignment: Notwithstanding anything contained herein, you agree and covenant that the Company may, at its sole discretion, be entitled to assign its rights and obligations under this Terms to any of its affiliates or to any entity, and in such case, such affiliate or entity shall be entitled to enforce these Terms.
• Survival: Notwithstanding any termination, cancellation, or expiration of the Terms, the provisions hereof that are intended to continue and survive, shall continue and survive.
• Expenses: Except as otherwise specified in the Terms, all costs and expenses, including fees and disbursements of counsel, financial advisors and accountants, incurred in connection with the Terms and the transactions contemplated in the Terms shall be paid by the Party incurring such costs and expenses.
• Force Majeure: No party shall be liable for a failure or delay in performing any of its obligations under the Terms if, but only to the extent that, such failure or delay is due to causes beyond the reasonable control of the affected party, including, but not limited to (1) acts of God; (2) fire or explosion (except to the extent caused by the negligence or wilful misconduct of the affected party); (3) unusually severe weather; (4) war, invasion, riot, or other civil unrest; (5) governmental laws, orders, restrictions, actions, embargoes, or blockages; (6) national or regional emergency; and (7) injunctions, strikes, lockouts, labour trouble, or other industrial disturbances; provided that the party affected shall promptly notify the other of the force majeure condition and shall exert reasonable efforts to eliminate, cure, or overcome any such causes and to resume performance of its obligations as soon as practicable.
• Maintenance of Records: You shall maintain the records independently of the Platform (by way physical copies, etc.) and the Company reserves the right to seek copies of such records for their own use including record-keeping. You acknowledge and agree that Company shall have the right to retain your information for as long as it deems fit and to be in compliance with applicable provisions of the law.
• Fees: The Company reserves the right to charge fees for the Services and non-payment may result in denial of Services.
• Merger: Notwithstanding anything in these Terms, the Company reserves the right to share/transfer/assign all of your information with any other business entities, including in the event of a merger, sale, re-organization, amalgamation, joint ventures, assignment, restructuring of business or transfer or disposition of all or any portion of its business.

Contact Us: If there are any questions or grievances or complaints regarding these Terms, you may contact us at the address given below:

• Grievance Officer
• Name: Aditya Vemuganti
• Address: Block 10, 2008, My Home Avatar, Narsingi, Puppalaguda, Hyderabad-500089
• Email: team@getdietnest.in

Additional Terms for GST Suvidha Provider services:

The Goods and Service Tax Network (“GSTN”) has set up the information technology and communications infrastructure system for enabling implementation of Goods and Services Tax (“GST System”). The Company is appointed as a GST Suvidha provider (“GSP”) by GSTN and is authorized by GSTN to provide GSP services, including access to GST APIs (“GSP Services”), to taxpayers and third parties. Third parties may avail GSP Services to develop an application or system to enable taxpayers to access the GST System for GST-related activities (“Third Party Application”). Accordingly, you agree that you will be subject to the terms and conditions of GSTN in relation to availing or accessing GSP Services through our Platform.

You further agree that GSTN shall have the sole right and discretion, without any liability of any nature, by all means (whether manual or automated), to accept/reject any User’s data from being transmitted to the GST System from our Platform. This includes, but is not limited to, cases such as security breaches, data traffic beyond what is prescribed by GSTN, suspected payload (containing viruses and/or malware), or transfer of corrupt data, among other reasons as mandated by GSTN.

You agree to follow and adhere to the GSTN guidelines, prepared, proposed, and updated by GSTN from time to time, including the GST web portal terms and conditions and privacy policy.

You represent that you are a duly organized and validly existing entity (as applicable) under the laws of India and have full power and authority to perform your obligations as per the GSTN terms and conditions. By engaging on the Platform, you will not be in contravention of any applicable laws.

If you access only GST APIs through our Platform, you agree and undertake not to implement any technology to store any of your client’s data and/or confidential information on our servers or cloud. However, if you avail any other services aside from the GST API, you expressly consent to us retaining the aforementioned information.

You agree and acknowledge that GSTN may prescribe other standards and specifications deemed necessary from time to time, which shall be binding on you without objection.

Neither the Company nor GSTN shall have any responsibility or liability in relation to the failure of any activity initiated by you, your client, or the Company on your behalf. This includes failures or delays due to authentication and acceptance of data by the GSTN system, network or connectivity failure, device or application failure, GSTN system failure, downtime at GSTN System’s end, or any other technical or non-technical error.

In case of any additional obligations imposed by GSTN on the Company, such obligations shall be binding on you.

The Company will maintain records of all transactions related to GSTN services provided on its Platform. GSTN authorities will have the right to conduct audits of your records without notice. By agreeing to these Terms, you consent to the Company retaining/storing your data and confidential information on its servers or cloud or any other medium transmitted/processed through the Platform.

You agree to ensure secure data transmission by your network to the Platform and to not engage in unauthorized activities prohibited by law or GSTN policies while using the Platform.

General Terms for Making Online Payments:

To use the services of the online payment gateway/payment aggregator service provider, the User shall disclose the exact business category and/or business sub-category for which it will be using the payment gateway/payment aggregator services. If the User uses the payment gateway/payment aggregator services for any other purpose, the User must notify the payment gateway/payment aggregator service provider and the Company in writing.

The User agrees to provide the Company, as necessary, with KYC Documents and other documents requested, as required under the guidelines, rules, and regulations issued by Regulatory Authorities. The User also consents to the Company forwarding such documents to the payment gateway/payment aggregator service provider or Regulatory Authorities.

The User shall indemnify the Company for losses and damages arising from fraudulent, illegal, or doubtful payment transactions or online selling of banned items under applicable laws.

The User acknowledges the right of the payment gateway/payment aggregator service provider and Regulatory Authorities to reject payments for various reasons, including unlawful, unenforceable, doubtful, or erroneous transactions.

The User agrees to comply with all applicable rules, guidelines, instructions, requests, and actions made by the payment gateway/payment aggregator service provider and/or Regulatory Authorities.

The User agrees to indemnify the Company for any claims, disputes, penalties, costs, and expenses arising directly or indirectly in relation to refunds or chargebacks for payment transactions initiated by the User on the Platform.

The User agrees to comply with KYC rules and regulations set out by Regulatory Authorities and anti-money laundering laws, anti-bribery, and anti-corruption laws adopted by relevant authorities.

The User understands that the Company and the online payment gateway service provider reserve the right to suspend payment gateway/payment aggregator services to the User until the User conforms to all applicable laws and regulations.