Terms & Conditions

This Software Subscription & License Agreement (“Agreement”) is entered into between:

TBS TECHNOLOGIES PRIVATE LIMITED, a company incorporated under the Companies Act, 2013, having its registered office at 2nd Floor, Muneer Complex, 130, Palani Road, Udumalpet, Tiruppur District, Tamil Nadu, India, Pin: 642126 (hereinafter referred to as “Company”, “Power CA”, “We”, “Us”, or “Our”);

AND the individual Chartered Accountant, partnership firm, LLP, or company subscribing to the Software (“Subscriber”, “You”, or “Your”).

This Agreement becomes effective upon installation, activation, subscription payment, or use of the Software, whichever is earlier (“Effective Date”).

1Definitions

2License Grant

Subject to payment of applicable Subscription Fees and compliance with this Agreement, the Company grants the Subscriber a limited, non-exclusive, non-transferable, non-sublicensable license to install and use the Software during the Subscription Term.

The license is:

• Restricted to the number of Authorized Users purchased
• Valid only for internal professional use
• Restricted to the territory of India unless otherwise approved in writing

The Software is licensed, not sold. All intellectual property rights remain exclusively with the Company.

3License Restrictions

The Subscriber shall not:

1. Reverse engineer, decompile, disassemble, or attempt to derive source code
2. Copy, distribute, rent, lease, sublicense, or resell the Software
3. Circumvent license controls or activation mechanisms
4. Use the Software beyond the permitted user count
5. Host, publish, or make the Software available to third parties as a service
6. Modify or create derivative works without written authorization

Unauthorized use shall result in immediate suspension and may attract civil and criminal remedies.

Audit Rights

The Company reserves the right, upon reasonable prior notice and not more than once annually, to verify compliance with user-count licensing restrictions. If under-licensing exceeding 5% is discovered, the Subscriber shall immediately regularize licenses and pay applicable license fees with interest at 12% per annum.

4Subscription & Payment

• Subscription Fees shall be payable annually in advance
• License activation is conditional upon receipt of full payment
• Subscription Fees are non-refundable except as required under applicable law
• Upon expiration, access to updates and support shall cease unless renewed

Auto-Renewal

Unless the Subscriber provides written notice of non-renewal at least thirty (30) days prior to expiry, the Subscription shall automatically renew for successive one-year terms at prevailing rates. The Company shall notify renewal at least fifteen (15) days before renewal date.

5Updates and Support

• Minor updates and patches released during the Subscription Term shall be included
• Major version upgrades may be subject to additional fees
• Support shall be provided via designated support channels during business hours
• No guaranteed service levels or uptime commitments are provided unless agreed separately in writing

6Data Ownership and Responsibility

All professional, client, and financial data entered into the Software remains the sole property of the Subscriber. The Software primarily operates as a local desktop application. The Subscriber is solely responsible for data accuracy, data security, and backup and recovery procedures.

The Company shall not be liable for data loss unless caused by willful misconduct. Any diagnostic data voluntarily shared shall be used solely for support and improvement purposes.

7Professional Responsibility Disclaimer

The Software is a compliance facilitation tool and does not constitute professional, tax, audit, accounting, or legal advice. The Subscriber remains solely responsible for all statutory filings, certifications, regulatory submissions, and compliance verification.

The Subscriber represents that they are a practicing Chartered Accountant or authorized firm and shall use the Software in compliance with the Chartered Accountants Act, 1949, ICAI Code of Ethics, and applicable tax and regulatory laws. The Company does not represent affiliation, endorsement, or approval by the ICAI.

8Confidentiality

Each party agrees to maintain confidentiality of non-public information received from the other party. Confidential information shall not be disclosed except with written consent, as required by law, or to professional advisors bound by confidentiality. This clause survives termination for five (5) years.

9Intellectual Property

All rights, title, and interest in the Software, trademarks, documentation, and associated materials remain the exclusive property of the Company. Feedback provided by the Subscriber may be used by the Company without restriction.

10Indemnity

The Subscriber shall indemnify and hold harmless the Company against claims arising from misuse of the Software, violation of this Agreement, non-compliance with applicable laws, and third-party claims arising from Subscriber's professional services.

11Limitation of Liability

To the maximum extent permitted by law, the Company's total aggregate liability shall not exceed the Subscription Fees paid during the preceding twelve (12) months. The Company shall not be liable for indirect, incidental, or consequential damages, loss of profits, business interruption, regulatory penalties, loss of goodwill, or data corruption not caused by gross negligence.

12Term and Termination

This Agreement remains effective during the Subscription Term unless terminated earlier. The Company may suspend or terminate the license upon non-payment, breach of Agreement, or unauthorized copying or piracy. Upon termination, the Subscriber shall cease use and uninstall all copies.

13Force Majeure

Neither party shall be liable for delay or failure caused by circumstances beyond reasonable control including natural disasters, government actions, network failures, or regulatory changes.

14Governing Law and Dispute Resolution

This Agreement shall be governed by the laws of India. Any dispute shall be resolved by arbitration under the Arbitration and Conciliation Act, 1996 by a sole arbitrator appointed by mutual consent. The seat of arbitration shall be Udumalpet, and proceedings shall be conducted in English. The courts at Udumalpet, Tiruppur District, India shall have exclusive jurisdiction.

15Severability

If any provision is held invalid, remaining provisions shall continue in full force.

16Entire Agreement

This Agreement constitutes the complete understanding between the parties and supersedes prior communications.