Terms & Conditions

Our Customer Terms of Service govern our customers’ use of the IRIS IRP Solutions, Website, Content, Product Subscriptions, and Consulting Services (“Services”). By downloading Content or using the Website or by using the Product or Applications or Services, these terms will automatically apply to you– you should make sure therefore you read them carefully before using the “Services” offered by IRIS IRP, a GSTN authorised IRP (Invoice Registration Portal) to generate e-invoices under GST.

We update these terms from time to time. If you have an active subscription of any of the Services, we will try to let you know when we update the terms via in-app notification or by email (if you subscribe to receive email updates) or by any other means as available at the time.

1. Definitions

“IRIS/ IRIS Business” here means the parent company, IRIS Business Services Limited.

IRIS IRP – The government authorised Invoice Registration Portal to help taxpayers, GSPs, and solution providers generate IRN (Invoice Reference Number) under e-invoicing, GST. IRIS has been appointed as the official IRP by the government of India in June 2022.

“Affiliate” means any entity which directly or indirectly controls, is controlled by, or is under common control with a party to this Agreement. For purposes of this definition, control means direct or indirect ownership.

“Agreement” or “Customer Terms of Service” means these Terms and all materials referred or linked to in here.

“Billing Period” means the period for which you agree to prepay fees under an Order Form. This may be the same length as the Subscription Term specified in the Order Form, or it may be shorter. For example, if you subscribe to the Product Subscription for a one (1) year Subscription Term, with a twelve (12) month upfront payment, the Billing Period will be twelve (12) months.

“Contact” means a single individual (other than a User) whose Contact Information is stored by you in the Product Subscription.

“Contact Information” means the name, email address, phone number, online user name(s), telephone number, GSTIN, invoice details, IRN number, e-way bill details and similar information submitted by User while using IRIS IRP Products/Services.

“Consulting Services” means the professional services provided to you by us, which may include responses to blog queries, chat queries, training services, installation, integration or other consulting services.

“Free Services” means the Product Subscription or other products or features made available by us to you on an unpaid trial or free basis.

“IRIS IRP Content” means all information, data, text, messages, software, sound, music, video, photographs, graphics, images, and tags that we incorporate on the website, social media and into the Product Subscription or Consulting Services

“Order” or “Order Form” means the online subscription process by which you agree to subscribe to the Product Subscriptions.

“Personal Data” means any information relating to an identified or identifiable individual where such information is contained within Customer Data and is protected similarly as personal data or personally identifiable information

“Sensitive Information” means credit or debit card numbers; financial account numbers or wire instructions; biometric information, personal health information (or other information protected under any applicable health data protection laws), personal information of children protected under any child data protection laws, and any other information or combinations of information that falls within the definition of “special categories of data” under GDPR or any other applicable law relating to privacy and data protection.

“Subscription Fee” means the amount you pay for Product Subscriptions.

“Product Subscriptions” means all of our web-based and mobile-based applications, tools and platforms that you have subscribed to or that we otherwise make available to you, and are developed, operated, and maintained by us, accessible via https://irisirp.com or another designated URL, and any ancillary products and services that we provide to you.

“Services” means any platform offered by IRIS IRP like website, content, Product Subscriptions, Mobile Applications, Consulting Services, Knowledge transfers etc.

“Subscription Term” means the initial term of your subscription to the applicable Product Subscription, as specified on your Order, and each subsequent renewal term (if any). For Free Services, the Subscription Term will be the period during which you have an account to access the Free Services.

“Third-Party Products” means non-embedded products and professional services that are provided by third parties which interoperate with or are used in connection with the Product Subscription. These products and services include non-IRIS IRP products or apps and links made available through the Product Subscription.

“Third-Party Sites” means third-party websites linked to from within the Product Subscription, including Communications Services.

“Users” means your employees, representatives, consultants, contractors or agents who are authorized to use the Product Subscription for your benefit and have unique user identifications and passwords for the Product Subscription.

“IRIS IRP”, “we”, “us” or “our” means the applicable business line of IRIS Business Services Limited.

“You”, “your” or “Customer” means the person or entity using the Product Subscription or receiving the Consulting Services and identified in the applicable account record, billing statement, online subscription process, or Order Form as the customer.

2.Terms for Use

2.1 Access

During the Subscription Term, we will provide you and your Users access to use the Product Subscriptions as described in this Agreement and/or the applicable Order. You must ensure that all access, use and receipt by your Users are subject to and in compliance with this Agreement. We may also provide your Users access to use our Free Services at any time by activating them in your IRIS IRP account. We might provide some or all elements of the Product Subscriptions through third party service providers. You may provide access and use of the Product Subscription to your Users or allow them to receive the Services purchased; provided that, all such access, use and receipt by your Users is subject to and in compliance with the Agreement.

2.2 Additional Features

You may subscribe to additional features of the Product Subscription by placing an additional Order. This Agreement will apply to all additional Order(s) and all additional features that you activate from within your account.

2.3 User Eligibility

The Services are provided by “IRIS IRP” which means IRIS IRP, business line of IRIS Business Services Limited and all group companies (including parent company & subsidiaries, including those which may get created in future). The use of the Services is available only to entities and persons over the age of majority and who can form legally binding agreement(s) under applicable law. If you do not qualify, you are not permitted to use the Services.

2.4 Prohibited and Unauthorized Use

You will not use the Services in any way that violates the terms of use or for any purpose or in any manner that is unlawful or prohibited by this Agreement.

You may not use the Services if you are legally prohibited from receiving or using the Services under the laws of the country in which you are resident or from which you access or use the Services.

2.5 Free Trial

If you register for a free trial, we will make the applicable Product Subscription available to you on a trial basis free of charge until the earlier of (a) the end of the free trial period (if not terminated earlier) or (b) the start date of your paid subscription. Unless you purchase a subscription to the applicable Product Subscription before the end of the free trial, all of your data in the Product Subscription may be permanently deleted at the end of the trial, and we will not recover it. If we include additional terms and conditions on the trial registration web page, those will apply as well.
You will notify us promptly of any unauthorized use of your Users’ identifications and passwords or your account

2.6 Modifications

IRIS IRP may revise and update these Terms of Use at any time. Your continued usage of the Services after any changes to these Terms of Use will mean you accept those changes. Any aspect of the Website or Application or Product or Service may be changed, supplemented, deleted or updated without notice at the sole discretion of IRIS IRP. We may also change or impose fees for products and services provided through the Website or Application at any time in its sole discretion.

3. Fees

3.1 Subscription Fees

The Subscription Fee will remain fixed during the initial term of your subscription unless (i) you exceed your Maximum Contacts, Email Send Limit, User or other applicable limits (see the ‘Limits’ section above), (ii) you upgrade products or base packages, (iii) you subscribe to additional features or products, including additional Contacts, or (iv) otherwise agreed to in your Order. We may also choose to decrease your fees upon written notice to you. You can find all the information about how your fees may be otherwise adjusted in Product Specific Terms.

3.2 Fee Adjustments at Renewal

Upon renewal, we may increase your fees up to our then-current list price. If this increase applies to you, we will notify you at least thirty (30) days in advance of your renewal and the increased fees will apply at the start of the next renewal term. If you do not agree to this increase, either party can choose to terminate your subscription at the end of your then-current term.

3.3 Payment by credit card

If you are paying by credit card, you authorize us to charge your credit card or bank account for all fees payable during the Subscription Term. You further authorize us to use a third party to process payments, and consent to the disclosure of your payment information to such third party.

3.3.1 Payment against invoice

If you are paying by invoice, we will invoice you no more than forty-five (45) days before the beginning of the Subscription Term and each subsequent Billing Period, and other times during the Subscription Term when fees are payable. All amounts invoiced are due and payable within thirty (30) days from the date of the invoice, unless otherwise specified in the Order Form.

3.3.2 Payment Information

You will keep your contact information, billing information and credit card information (where applicable) up to date. Changes may be made on your Billing Page within your IRIS IRP account. All payment obligations are non-cancelable and all amounts paid are non-refundable, except as specifically provided for in this Agreement. All fees are due and payable in advance throughout the Subscription Term.

3.3.3 Tax

All fees are exclusive of taxes, which we will charge as applicable. You agree to pay any taxes applicable to your use of the Services. You shall have no liability for any taxes based upon our gross revenues or net income.

3.3.4 Withholding Tax

If you are required to deduct or withhold tax from payment of your IRIS IRP invoice, you may deduct this amount from the applicable Subscription Fee due to the extent it is due and payable as assessed withholding tax required under laws that apply to you (the “Deduction Amount”).

You will not be required to repay the Deduction Amount to us, provided that you present us with a valid tax receipt verifying payment of the Deduction Amount to the relevant tax authority within ninety (90) days from the date of the invoice. If you do not provide this tax receipt within the specified time period, then all fees, inclusive of the Deduction Amount, will be immediately due and payable, and failure to pay these fees may result in your account being suspended or terminated for non-payment.

4. Term and Termination

4.1 Term and Renewal

Your initial subscription term will be specified in your Order, and, unless otherwise specified in your Order, your subscription will automatically renew for the shorter of the subscription term, or one year.

4.2 Notice of Non-Renewal

Unless otherwise specified in your Order, to prevent renewal of your subscription, you or we must give written notice of non-renewal. The deadline for sending this notice varies depending on the IRIS IRP product and version you have subscribed to.

If you decide not to renew, you may send the non-renewal notice to us.

4.2.1 Early Cancellation

You may choose to cancel your subscription early at your convenience provided that we will not provide any refunds of prepaid fees or unused Subscription Fees, and you will promptly pay all unpaid fees due through the end of the Subscription Term.

4.2.2 Termination for Cause

Either party may terminate this Agreement for cause, as to any or all Subscription Services: (i) upon thirty (30) days’ notice to the other party of a material breach if such breach remains uncured at the expiration of such period, or (ii) immediately, if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, cessation of business, liquidation or assignment for the benefit of creditors.

We may also terminate this Agreement for cause on thirty (30) days’ notice if we determine that you are acting, or have acted, in a way that has or may negatively reflect on or affect us, our prospects, or our customers.

This Agreement may not otherwise be terminated prior to the end of the Subscription Term.

5. License and Ownership

Any and all intellectual property rights (“Intellectual Property”) associated with the Services and its contents are the sole property of IRIS IRP, business line of IRIS Business Services Limited. The Content is protected by copyright and other laws in India. Elements of the Website or Application are also protected by trade secret, unfair competition, and other laws and shall not be copied or imitated in whole or in part.

Unless otherwise indicated or anything contained to the contrary or any proprietary material owned by a third party and so expressly mentioned, IRIS IRP owns all intellectual property rights to and into the trademarks including, without limitation, any and all rights, title, and interest in and to copyright, related rights, patents, utility models, designs, know-how, trade secrets and inventions (patent pending), goodwill, source code, meta tags, databases, text, content, graphics, icons, and hyperlinks.

6. Restrictions on Use of the Services

In addition to other restrictions set forth in these Terms of Use, you agree that:

• You shall not disguise the origin of information transmitted through any of the Services.
• You will not place false or misleading information on the Website or Application or any other Services.
• You will not use or access any service or information available via the Services in a manner not expressly permitted by IRIS IRP
• You will not input or upload any information which contains viruses, or other computer programming routines that are intended to damage, interfere with, intercept or expropriate any system that infringes the Intellectual Property rights of another.
• Certain areas of the Website or Application are restricted to customers of IRIS IRP only.
• You shall not use or access the Website or Application in any way that, in IRIS IRP’s judgment, adversely affects the performance or function of the IRIS IRP Systems, Services or the Website or Application.
• You shall not frame or utilize framing techniques to enclose any portion or aspect of the Content or the Information, without the express written consent of IRIS IRP team.

7. Limitation of Liability

This Website/Application is not affiliated to the Government of India. IRIS IRP has been appointed as an official Invoice Registration Portal by the Government of India in June 2022. With the help of IRIS IRP, taxpayers, GSPs and solution providers can generate IRN (Invoice Reference Number) under E-invoicing, GST. It is a connecting platform allowing users to interact with the government system / databases in an easier manner. In No Event Shall IRIS IRP, Its Affiliates, Its Licensors, Its Suppliers or any Third Parties mentioned at the Web Site or Application be liable for any Financial, Incidental, Indirect, Exemplary, Punitive and Consequential Damages, Lost Profits, Lost Reputation, Lost Goodwill or Damages Resulting from Lost Data or Business Interruption resulting from the use of or inability to use or incorrect utilization of the Services. Any ambiguous language in this terms and conditions shall be interpreted according to its fair meaning and shall not be construed for or against any party.

Further, you expressly understand and agree that IRIS IRP, Its Affiliates, Its Licensors, Its Suppliers or any Third Parties mentioned at the Services shall not be liable to you for any loss or damage which may be incurred by you, including but not limited to loss or damage as a result of:

• Any reliance placed by you on the completeness, accuracy or existence of any advertising, or as a result of any relationship or transaction between you and any advertiser or sponsor whose advertising appears on the services;
• Any changes which IRIS IRP may make to the services, or for any permanent or temporary cessation in the provision of the services (or any features within the services);
• The deletion of, corruption of, or failure to store, any content and other communications data maintained or transmitted by or through your use of the services;
  Your failure to provide IRIS IRP with accurate account information;
• Your failure to keep your password or account details secure and confidential;
• The limitations on IRIS IRP’s liability to you shall apply whether or not IRP has been advised of or should have been aware of the possibility of any such losses arising.

8. Warranties

You expressly understand and agree that your use of the Services is at your sole risk and that the services are provided “as is” and “as available”. In particular, IRIS IRP, its subsidiaries and affiliates, and its licensors do not represent or warrant to you that:

• Your use of the Services will meet your requirements,
  Your use of the services will be uninterrupted, timely, secure or free from error,
• Any information obtained by you as a result of your use of the Services will be accurate or reliable, and
  That defects in the operation or functionality of any software provided to you as part of the Services will be corrected.
• Any material downloaded or otherwise obtained through the use of the Services is done at your own discretion and risk and that you will be solely responsible for any damage to your computer system or other device or loss of data that results from the download of any such material.
• No advice or information, whether oral or written, obtained by you from IRIS IRP or through or from the Services shall create any warranty not expressly stated in the terms. IRIS IRP further expressly disclaims all warranties and conditions of any kind, whether express or implied, including, but not limited to the implied warranties and conditions of merchantability, fitness for a particular purpose and non-infringement.

9. Indemnity

You agree to defend, indemnify and hold harmless IRIS IRP and its respective officers, directors, employees, agents and representatives from any and all claims (i) arising out of your breach of any of these terms and conditions, and any of your activities conducted in connection with these Services.

10. Jurisdiction

To the fullest extent permitted by Law, you hereby expressly agree that any proceeding arising out of or relating to your use of the Services shall be instituted in courts of Mumbai.

11. Severability

If any provision of these Terms of Use is found to be invalid by any court having competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of these Terms of Use, which shall remain in full force and effect.

12. Complete Agreement

Except as expressly provided in other written agreements between you and IRIS IRP these terms of use constitute the entire agreement between you and IRIS IRP (Parent Company – IRIS BUSINESS SERVICES LIMITED) with respect to the use of the Services

13 Changes to This Terms and Conditions

We may update our Terms and Conditions from time to time. Thus, you are advised to review this page periodically for any changes. We will notify you of any changes by posting the new Terms and Conditions on this page. These terms and conditions are effective as of 01-Oct-2022

14 Contact Us

If you have any questions or suggestions about our Terms and Conditions, do not hesitate to contact us at contact@irisirp.com