Terms & Conditions

These Terms apply to and govern the use of software products, implementation and related professional services offered by CoralMetrix (hereinafter, "Services" or "CoralMetrix Services"), including the Coral Consent Management (DPDP) platform, Zoho ERP implementation, the Digital CA Office product suite and accounting & automation services, by the user (hereinafter, "you", "your", "Customer" or "User"). The Terms shall apply to the Customer in relation to the relevant Services availed.

The Services is provided by CoralMetrix Advisory Private Limited (hereinafter, "Company", "CoralMetrix" or "our" or "we" or "us"), a company incorporated under the Companies Act 2013, having its registered office at Plot 80-84, 2nd floor, Chandru Complex, 18th Main Road, R.B.I Layout North, J.P Nagar VII Phase, Bangalore 560078, India.

REPRESENTATION

1. You represent and warrant that you have the right, authority and capacity to contract and to agree to the Terms and to abide by them.
2. You agree to use the software and Services only for lawful business purposes and in accordance with applicable laws, including the Digital Personal Data Protection Act, 2023.
3. You are responsible for verifying the accuracy of all data, configurations, records and reports entered into or generated by the software before relying on them or submitting them to any authority or third party.
4. By continuing to use the Services you expressly agree and undertake to be bound by these terms. Subject to applicable laws, these Terms (and any changes thereto) will become applicable to you retrospectively on and from the date of your first use of the Services.

CHANGES TO THESE TERMS

1. We reserve the right to modify or amend these Terms and Conditions from time to time, without any prior notice.
2. We reserve the right to add, modify or discontinue, temporarily or permanently, the Services with or without cause. We shall not be liable for any such addition, modification, suspension or discontinuation of the Services. If you have any comments or questions regarding the Terms, or wish to report any violation of the Terms, you may contact us at sales@coralmetrix.com

ABOUT THE CoralMetrix SERVICES

CoralMetrix provides software products and technology-enabled services, including

1. Coral Consent Management — a DPDP Act compliance platform for consent lifecycle management, privacy risk assessment, vendor management, PII inventory and data flow mapping, and incident & breach management;
2. Digital CA Office products — Coral Ticketing, Coral Task Tracker, Coral Ai Accountant, Coral LedgerIQ and Coral CMS;
3. Zoho ERP implementation, configuration, customisation, data migration, integration and support;
4. Accounting and automation services, including AI-assisted bookkeeping, MIS reporting and Coral Works Contract Management;
5. Onboarding, training, technical support and other appurtenant services.

PRE-REQUISITE AND CONSENT REQUIREMENTS

1. To avail the Services, you may have to provide us with necessary details including but not limited to contact details, business entity and registration information, authorised user details, billing and payment details, and access credentials or data required to configure, migrate or integrate your systems, as applicable.
2. You agree to provide the above stated information, or such other information as may be necessary or required by us to provide the Services, at the time of accepting the Contract or at any subsequent stage.
3. You are responsible for maintaining the confidentiality of your user accounts and passwords, and agree to immediately notify us in writing at sales@coralmetrix.com of any disclosure or unauthorized use of your account or any other breach of security.

COMMUNICATION POLICY

You agree to receive communications from the Company regarding:

1. information relating to use of our Services;
2. information about the Company and the Services;
3. promotional offers and services from the Company and its Strategic Partners, and
4. any other matter in relation to the Services.
5. you acknowledge and agree that we are permitted to send any or all of the above communications and access to your data to our partners and sub-contractors, which you have made available to the Company, solely for the purpose of delivering the Services.

If you gave us your email address or phone number, then we may send Service notifications to you via email or via SMS (text message) or email or WhatsApp messages or push notifications, including to verify your identity. If your mobile number is registered in the Do Not Disturb ("DND") list of Telecom Regulatory Authority of India, you may not receive SMS from us. In such a case, you will be responsible for taking all steps to deregister from the DND list and will not hold us liable for non-receipt of the messages.

WARRANTIES AND DISCLAIMERS

CoralMetrix OR OUR STRATEGIC PARTNERS, MAKE NO WARRANTIES, EXPRESS OR IMPLIED, GUARANTEES OR CONDITIONS WITH RESPECT TO YOUR USE OF THE SERVICES. YOU UNDERSTAND THAT USE OF THE SERVICES IS AT YOUR OWN RISK AND THAT WE PROVIDE THE SERVICES ON AN "AS IS" BASIS "WITH ALL FAULTS" AND "AS AVAILABLE." YOU BEAR THE ENTIRE RISK OF USING THE SERVICES. CoralMetrix DOESN'T GUARANTEE THE ACCURACY OR TIMELINESS OF THE SERVICES. TO THE EXTENT PERMITTED UNDER YOUR LOCAL LAW, WE EXCLUDE ANY IMPLIED WARRANTIES, INCLUDING FOR MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, WORKMANLIKE EFFORT, AND NON-INFRINGEMENT. YOU MAY HAVE CERTAIN RIGHTS UNDER YOUR LOCAL LAW. NOTHING IN THESE TERMS IS INTENDED TO AFFECT THOSE RIGHTS, IF THEY ARE APPLICABLE. WE DO NOT GUARANTEE THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE OR THAT CONTENT LOSS WON'T OCCUR.

You agree that the Company shall not be liable or responsible for any discrepancy in the Services owing to delay or failure of any activity by any such third parties including but not limited to cloud hosting providers, third-party software platforms (such as Zoho), messaging and email gateways, and government portals. The delay or failure may be as a result of network or connectivity failure, device or application failure, third-party platform downtime, or any other technical or non-technical error of any nature, whether foreseen or unforeseen.

INFORMATION

1. While we use commercially reasonable efforts to ensure the software and Services operate correctly, you accept and acknowledge that CoralMetrix is not liable for errors or omissions arising from data, instructions or configurations supplied by you, and it shall be your duty to review outputs, reports and records before relying on them.
2. Unless separately agreed in writing, the provision of software and implementation Services does not constitute legal, tax or other professional advice. Specific advisory or consulting engagements shall be agreed separately.
3. All information made available through the Services is provided "AS IS", and CoralMetrix does not make any guarantee, representation, or commitment of completeness, accuracy, timeliness or of the results obtained from the use of this information, without warranty of any kind, express or implied.

ANTI-DISPARAGEMENT CLAUSE

1. You agree not to disparage or denigrate the company orally or in writing, and that neither you nor anyone acting on your behalf will publish, post, or otherwise release any material in written or electronic format, make speeches, gain interviews, or make public statements that the Customer knows, or has reason to believe is false, misleading or malicious, or which mentions the Company, its operations, clients, employees, products, or services without the prior written consent of the company. Nothing in this clause shall restrict any disclosures, evidence or testimony or production of documents required to be made by the Customer as required by any applicable law.

INTELLECTUAL PROPERTY RIGHTS AND OWNERSHIP

1. We own the rights in the design, compilation, and look and feel, including rights in all copyrighted works, trademarks, designs, inventions, and other intellectual property.
2. 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.
3. We may send email messages, which use a "click-through URL" linked to content on third party websites. Upon clicking the electronic link, you may be directed to the website of a third party who has published that content. We do not own any intellectual property rights in the information published by such third parties.

PRIVACY AND CONSENT CLAUSE

1. You expressly agree, covenant, consent and grant us, our Strategic Partners, our third party service providers and our group companies, 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, and further to:
2. You agree, represent and warrant that you have and you will maintain, all rights to allow the Company, our Strategic Partners 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 user data, including without limitation in combination with data of other users.

a. enable you to avail the Services including the services provided by our partners, third parties and affiliates; b. allow us to improve, develop and protect our Services; c. create, market or provide new services through the Company or its Strategic Partners, group companies and affiliates; d. communicate with you about the Services; and e. send you information we think may be of interest to you.

DATA LOSS

1. You acknowledge that your data may be irretrievably lost or corrupted or temporarily unavailable due to a variety of causes, including without limitation software failures, viruses or other harmful materials, protocol changes by third party providers, internet outages, force majeure events or other disasters, scheduled or unscheduled maintenance, or other causes either within or outside CoralMetrix's control. You are solely responsible for backing up and maintaining copies of any information you store or transfer to CoralMetrix.

NO COMPENSATION

Whatever the cause of any downtime, access issues or data loss, your only recourse is to discontinue the 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 SERVICES, INCLUDING ANY LIABILITY:

1. AS A PUBLISHER OF INFORMATION;
2. FOR ANY INCORRECT OR INACCURATE INFORMATION OF THE SERVICES;
3. FOR ANY UNAUTHORIZED ACCESS TO OR DISCLOSURE OF YOUR TRANSMISSIONS OR DATA;
4. FOR STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON OR VIA THE SERVICES;
5. FOR ANY DISPUTES BETWEEN USERS OF THE SERVICES OR THE SERVICES, OR BETWEEN A USER OF THE SERVICES AND A THIRD PARTY; OR
6. FOR ANY OTHER MATTER RELATING TO THE SERVICES, OR 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 SERVICES WOULD NOT BE PROVIDED TO YOU WITHOUT SUCH LIMITATIONS.

LIMITATION OF LIABILITY

In no event shall CoralMetrix, its affiliates or any of their respective directors, officers, employees, agents, or content or service providers be liable for any indirect, special, incidental, consequential, exemplary or punitive damages arising from or directly or indirectly related to the use of, or the inability to use the Services or the content, materials and function related thereto, including, without limitation, any legal liabilities, loss of revenue, or anticipated profits, or lost business, data or sales, or cost of substitute services, even if CoralMetrix or its representative or such individual has been advised of the possibility of such damages. In no event shall the total liability of CoralMetrix to you for all damages, losses, claims, liability, and causes of action (whether in contract or tort, including, but not limited to, negligence or otherwise) arising from or related to these terms or your use of these sites exceed the taxable value of the invoice raised by CoralMetrix for the rendering of the Services to the Customer, as per this Agreement.

EXCLUSION OF LIABILITY

The Company disclaims all liability and responsibility for any claims, losses, damages, costs of whatsoever nature arising due to such risks:

1. Misuse of Password: If any third party obtains access to your user passwords, such third party would be able to access your account and data on the Platform.
2. Internet Frauds: The internet per se is susceptible to a number of frauds, misuse, hacking and other actions, which could affect the transactions done while using the Services. Whilst the Company shall aim to provide security to prevent the same, there cannot be any guarantee against such internet frauds, hacking and other actions. The Customer shall separately evolve/evaluate all risks arising out of the same.
3. Mistakes and Errors: The use of the Services requires proper, accurate and complete data. CoralMetrix shall not be liable for any loss arising from incorrect data, instructions or configurations supplied by the Customer, its representatives or any third party.
4. Indemnity: The Customer shall indemnify the Company from and against all losses and damages that may be caused as a consequence of breach by them of any of the terms specified in this section.

INDEMNIFICATION

1. You agree to defend, indemnify and hold CoralMetrix, its directors, officers, employees, agents, affiliates, joint ventures, and third-party service providers, harmless from any and all claims, liabilities, damages, costs and expenses, including reasonable attorneys' fees, in any way arising from, related to our in connection with your use of CoralMetrix services, your violation of the Terms or the posting or transmission of any materials on or through these Sites by you, including, but not limited to, any third party claim that any information or materials you provide infringes any third party proprietary right.
2. You agree that any violation by you which constitutes an unlawful and unfair business practice, and which is likely to or has caused irreparable harm to the Company and/ or its Strategic Partners and third-party service providers, as the case may be, for which monetary damages would be inadequate, 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 addition to any other relief that may be granted.