Terms and Conditions

1.About these Terms

1. 1.1

   These Terms and Conditions (the “Terms”) are an agreement between Avantime Consulting India Private Limited (“Avantime”, “we”, “us”, “our”), which offers its products under the Vanderline brand, and the organization that signs up for or uses Vanderline Finance (the “Customer”, “you”, “your”).

2. 1.2

   By creating a workspace, starting a trial, subscribing, or using the Service, you accept these Terms. The person who accepts them on behalf of an organization confirms that they have the authority to bind that organization. If you do not have that authority, or do not agree, do not use the Service.

3. 1.3

   The Service is for business use only. It is offered to organizations (companies, firms, LLPs, proprietors acting in the course of business and similar), not to consumers for personal use. Nobody under 18 may use it.

4. 1.4

   Our Privacy Policy and Refund and Cancellation Policy form part of these Terms. A separate order signed by both of us (an “Order”) also forms part of them; if an Order conflicts with these Terms, the Order applies for that point only.

5. 1.5

   These Terms are an electronic record under the Information Technology Act, 2000 and the rules made under it. They are generated by a computer system and do not need a physical or digital signature.

2.Definitions

1. 2.1

   “Service” means Vanderline Finance: the website, the web application and its installable app, the client and vendor portals, and related features, emails and support.

2. 2.2

   “Workspace” means your organization’s instance of the Service, holding your books.

3. 2.3

   “Users” means the people you allow to use the Service on your behalf, such as employees, accountants and auditors.

4. 2.4

   “Customer Data” means everything you or your Users put into the Service or create with it: your books (invoices, bills, quotes, purchase orders, credit and debit notes, payments, journals and the ledger), GST and TDS data, documents and attachments, and the details of your clients and vendors (including names, contact details, GSTIN, PAN and bank details).

5. 2.5

   “Vanderline One” means the shared account service for the Vanderline suite, which we also operate.

3.Accounts and access

1. 3.1

   People sign in through Vanderline One, which gives one account across Vanderline products. Your company’s administrators in Vanderline One decide who may use the Service and with what role. Where the Service is set up with its own sign-in instead (an email address and password, with a second step such as an authenticator app code or a code sent by email), the same rules apply to that sign-in.

2. 3.2

   You are responsible for your Users and for everything done through their accounts. Make sure each User keeps their sign-in details secret, uses their own account, and loses access when they no longer need it.

3. 3.3

   Tell us at once at support@vanderline.com if you suspect that an account has been misused or that someone has got in without permission.

4. 3.4

   Give us accurate details about your organization (including its legal name, address and GSTIN for our tax invoices) and keep them up to date.

4.Free trial

1. 4.1

   A new Workspace may start with a free trial of 14 days. No charge is made and no card is needed.

2. 4.2

   If the trial ends without a paid plan, the Workspace becomes read-only, as set out in the Refund and Cancellation Policy.

3. 4.3

   The trial is provided “as is”, and section 20 applies to it in full.

5.Plans, fees and payment

1. 5.1

   The fees, plans and billing periods are the ones shown on our pricing page or in your Order at the time you subscribe or renew.

2. 5.2

   Fees are charged in advance for each billing period, through Razorpay. A subscription renews at the end of each period until it is cancelled. We never see or store your full card or bank account details; Razorpay handles them under its own terms.

3. 5.3

   Prices exclude GST unless stated otherwise. GST is added as the law requires, and we issue a tax invoice for each payment. If you are required by law to deduct tax at source from our fees, deposit it on time and send us the TDS certificate; otherwise the amount not deposited remains payable.

4. 5.4

   Fees are non-refundable except as the Refund and Cancellation Policy says.

5. 5.5

   We give administrators at least 30 days’ notice by email before changing prices. A new price applies from your next renewal after the notice.

6.Cancellation and read-only access

1. 6.1

   An administrator may cancel at any time. Cancelling stops future renewals; the subscription stays active, with full access, until the end of the period already paid for.

2. 6.2

   After a paid period (or the trial) ends without renewal, the Workspace becomes read-only: Users can sign in, view the books, and download or export existing records where the Service offers it, but cannot make changes. Subscribing again restores full access to all existing data.

3. 6.3

   The Refund and Cancellation Policy sets out the details, including failed payments, chargebacks and how to ask us to delete your data.

7.Your data

1. 7.1

   You own Customer Data. You give us a non-exclusive, worldwide, royalty-free right to host, copy, process and display it only as needed to provide, secure and support the Service for you, and as the law requires.

2. 7.2

   You are responsible for Customer Data: that it is accurate, that you are allowed to put it into the Service, and that you are allowed to share it with the people you share it with.

3. 7.3

   Customer Data includes personal data of your clients’ and vendors’ contacts and of your Users. For that data, you are the Data Fiduciary and we act as your Data Processor under the Digital Personal Data Protection Act, 2023 (the “DPDP Act”). We process it only on your instructions, which are given by these Terms and by how you and your Users use the Service. You are responsible for having a lawful basis for it and for giving any notices the law requires. Our Privacy Policy describes how we handle it.

4. 7.4

   We do not sell Customer Data, and we do not use it for advertising.

8.Accounting, tax and compliance

1. 8.1

   The Service is a tool, not tax, legal or accounting advice. It records what you enter and works out figures from it.

2. 8.2

   GST returns (such as GSTR-1 and GSTR-3B data and GSTR-2B matching), TDS registers and returns (such as 26Q and 27Q) and Form 16A, e-invoice and e-way bill files, financial statements (including statements in the Schedule III format) and reports are prepared from your data and your settings. You are responsible for checking them, and for filing them, paying any tax and meeting each deadline. The Service does not file returns or pay tax for you.

3. 8.3

   Tax rates, rules and formats change. Check that the rates, sections and settings you use are right for each transaction, and take advice from a qualified professional where you need it.

4. 8.4

   You remain responsible for your statutory record-keeping duties, for example keeping books of account under the Companies Act, 2013 and accounts and records under GST law, for the periods those laws require, and any requirement that applies to you about an audit trail of your books. Export and keep your own copies of your records. Read-only access after a subscription ends (section 6) lets you keep viewing and exporting them.

5. 8.5

   We are not responsible for interest, penalties, late fees or tax demands that arise from your data, your settings or your filings, except to the extent they are caused by our breach of these Terms, and then subject to section 22.

9.Portals, payment links and emails to your clients and vendors

1. 9.1

   Client and vendor portal links. The Service can create a link that lets one client or vendor see their own documents and balances with you, without signing in. Anyone who has the link can open it until it expires or you revoke it. You decide whom to send links to, and you are responsible for sharing them only with the right people and revoking links that should no longer work.

2. 9.2

   Payment links. If online payment links are turned on for your Workspace, they are created through a Razorpay account that must be your own merchant account with Razorpay. You are the merchant for those payments. The payment is between you and your client: we are not a party to it, we do not receive or hold the money, and Razorpay’s terms with you apply. Refunds, disputes and chargebacks on those payments are for you to handle with your client and Razorpay. A UPI QR code on an invoice pays your own UPI ID directly.

3. 9.3

   Emails. Invoices, statements and payment reminders that you send, or set up to be sent automatically, are sent on your instructions to the addresses you enter. You are responsible for their content and recipients.

10.Auto-fill from uploaded invoices and bills

1. 10.1

   Where the auto-fill feature is turned on and a User chooses to upload an invoice, bill or proforma, the uploaded document is sent to Google’s Gemini API, which reads it and returns the values it finds. This happens only when the feature is used.

2. 10.2

   The values it returns can be wrong or incomplete. The User sees them in the form and must check and correct them before saving; nothing is saved without that step. You are responsible for what is saved.

3. 10.3

   We use a paid Google API service for this feature, under which Google does not use the content to train its models. This is how we have set the feature up; Google’s own terms govern what Google does. If you prefer your documents not to be sent to Google, do not use the upload auto-fill feature and enter the details by hand.

11.Acceptable use

1. 11.1

   use the Service for anything unlawful, including to create false or fictitious invoices or bills, to claim input tax credit that is not due, or to evade tax;

2. 11.2

   upload anything you have no right to upload, or anything that is defamatory, infringing or harmful, or that contains malware;

3. 11.3

   send spam or unsolicited messages through the Service, or use it to mislead or defraud anyone;

4. 11.4

   try to get around sign-in, access controls or limits; access another organization’s data; or probe, scan or test the Service’s security without our written permission (if you find a vulnerability, please report it to support@vanderline.com);

5. 11.5

   copy, resell, rent or offer the Service to others as a service, or reverse engineer it except where the law allows it despite this restriction; or

6. 11.6

   overload or disrupt the Service, or access it with automated tools other than through features we provide.

12.Third-party services

1. 12.1

   The Service relies on other services, such as Razorpay for payments, Google for the optional auto-fill feature, and the providers that host and run it (listed in our Privacy Policy). Where you use a third-party service directly, such as your own Razorpay account, your agreement with that provider governs it, and we are not responsible for it.

13.Availability, support and changes to the Service

1. 13.1

   We work to keep the Service available and to fix problems promptly, but we do not promise that it will be uninterrupted or error-free. Planned maintenance, where possible, is done at quiet times. Service levels apply only if an Order sets them.

2. 13.2

   Support is by email at support@vanderline.com and through the contact form on our website.

3. 13.3

   We improve the Service over time and may change, add or remove features. We will not materially reduce the core functions of a plan during a period you have already paid for.

14.Intellectual property

1. 14.1

   We and our licensors own the Service, its software, design and content, and the Vanderline name and marks. These Terms give you a limited, non-exclusive, non-transferable right to use the Service for your organization’s internal business during your trial or subscription. All other rights are reserved.

2. 14.2

   If you send us suggestions or feedback, we may use them without any obligation to you.

15.Confidentiality

1. 15.1

   Each of us will keep the other’s non-public information confidential, use it only for the purposes of these Terms, and share it only with people who need it for those purposes and are bound to keep it confidential. This does not apply to information that is or becomes public without fault, that was already known, or that is independently developed. Either of us may disclose information where the law or an authority requires it, giving notice to the other where the law allows.

16.Security and personal data

1. 16.1

   We protect the Service and Customer Data with reasonable security practices, including encryption in transit (HTTPS/TLS), encrypted secrets, access controls, audit logs and backups. No system is perfectly secure, and we cannot guarantee that a breach will never happen.

2. 16.2

   If we become aware of a personal data breach affecting Customer Data, we will tell you without undue delay and give you the information we reasonably can, and we will notify the Data Protection Board of India and affected people as the law requires.

17.Suspension

1. 17.1

   We may suspend or restrict the Service, or make the Workspace read-only, if you seriously or repeatedly breach these Terms, if fees are unpaid, or if this is needed to deal with a security risk or to comply with the law. We will give notice where the law and the circumstances allow, limit the suspension to what is needed, and lift it once the reason has been dealt with.

18.Term and termination

1. 18.1

   These Terms apply from when you first use the Service until your Workspace is closed and your data has been deleted.

2. 18.2

   Either of us may end the subscription if the other materially breaches these Terms and does not remedy the breach within 30 days of written notice. You may also cancel at any time as the Refund and Cancellation Policy describes.

3. 18.3

   Sections that by their nature should continue after the end of the subscription (including sections 7, 8 and 15 and sections 19 to 26) continue.

19.Your responsibilities towards others

1. 19.1

   You will indemnify us against claims, losses and costs (including reasonable legal fees) brought by a third party, including a tax or other authority, that arise from Customer Data, from your or your Users’ breach of these Terms or of the law, or from your dealings with your clients and vendors (including payments collected through your Razorpay account).

20.Warranties and disclaimers

1. 20.1

   We will provide the Service with reasonable skill and care. Apart from that, and to the extent the law allows, the Service is provided “as is” and “as available”, without other warranties, express or implied, including warranties of fitness for a particular purpose or that calculations, returns or files will meet every requirement that applies to you.

21.Force majeure

1. 21.1

   Neither of us is responsible for a delay or failure caused by events beyond reasonable control, such as natural disasters, epidemics, war, government action, power or internet failures, or failures of a third-party service, other than a failure to pay fees.

22.Limitation of liability

1. 22.1

   Our total liability arising out of or in connection with these Terms and the Service is limited to the fees you paid us for the Service in the 12 months before the event giving rise to the claim.

2. 22.2

   Neither of us is liable for indirect, incidental, special or consequential loss, or for loss of profit, revenue, goodwill or data (except our obligations to restore data from our backups where we can), even if told that such loss was possible.

3. 22.3

   Nothing in these Terms limits or excludes liability that cannot be limited or excluded under applicable law, or your obligation to pay fees.

23.Changes to these Terms

1. 23.1

   We may update these Terms. For a material change, we will email your administrators at least 30 days before it takes effect. If you do not agree, you may cancel before then. Using the Service after the change takes effect means you accept it. Minor changes (for example, clarifications or corrections) take effect when we publish them here.

24.Governing law and disputes

1. 24.1

   These Terms are governed by the laws of India.

2. 24.2

   If a dispute arises, either of us may raise it in writing, and we will both try in good faith to settle it by negotiation for 30 days. If it is not settled in that time, the courts of India have exclusive jurisdiction.

25.Notices

1. 25.1

   We send notices to the email addresses of your administrators. You send notices to us at support@vanderline.com. An email notice is received when it is sent, unless the sender is told it was not delivered.

26.General

1. 26.1

   These Terms, the policies they refer to and any Order are the whole agreement between us about the Service.

2. 26.2

   You may not transfer your rights under these Terms without our written consent. We may transfer them as part of a reorganization, merger or sale of our business, with notice to you.

3. 26.3

   If any part of these Terms is found unenforceable, the rest continues to apply. A delay in enforcing a right is not a waiver of it. We are independent contractors; these Terms do not create a partnership, agency or employment relationship.

27.Contact and grievances