Terms of Service

Last updated: [Insert Date]

These Terms of Service (“Terms”) govern your use of the services provided by True Balance Advisors (“True Balance Advisors”, “we”, “us”, or “our”), an e-commerce accounting and GST compliance firm operating in India. By engaging us or using our website, you (“Client”, “you”, or “your”) agree to be bound by these Terms. If you do not agree with these Terms, you should not use our services.

1. Scope of Services

1.1 True Balance Advisors provides professional accounting, bookkeeping, tax, and related compliance services primarily focused on e-commerce businesses in India, including but not limited to:

• Accounting and bookkeeping for e-commerce transactions and platforms;
• Preparation and filing of Goods and Services Tax (GST) returns and related compliances;
• Advisory on GST applicability, input tax credit, and related matters;
• Preparation of financial statements and management reports;
• Assistance with other statutory filings and registrations, as mutually agreed in writing; and
• Any additional services expressly agreed upon in a written engagement letter, proposal, or email confirmation (collectively, the “Services”).

1.2 The specific nature and scope of the Services for each engagement will be set out in an engagement letter, proposal, or email confirmation issued by us and accepted by you. In the event of any inconsistency between these Terms and an engagement letter, the engagement letter will prevail to the extent of that inconsistency.

1.3 Unless expressly stated otherwise, we do not provide legal, investment, or other regulated professional advice. Any information, opinion, or recommendation provided by us is intended solely for accounting and tax compliance purposes and should not be relied upon as legal or investment advice. You should seek independent professional advice where necessary.

2. Eligibility and Acceptance

2.1 By using our Services, you represent and warrant that:

• You are at least 18 years of age and legally capable of entering into binding contracts under applicable Indian law; and
• If you are acting on behalf of an entity (such as a company, partnership, or LLP), you are duly authorised to bind that entity to these Terms.

2.2 Your use of the Services constitutes your acceptance of and agreement to be bound by these Terms, as may be updated from time to time in accordance with Clause 15 below.

3. Client Responsibilities

3.1 You agree to cooperate fully with us and provide, on a timely basis, accurate, complete, and up-to-date information, records, access credentials, and documentation reasonably required for the performance of the Services, including but not limited to:

• Access to your e-commerce platform(s), payment gateways, and accounting systems, as applicable;
• Sales, purchase, inventory, and expense data, including invoices and supporting documents;
• GST registration details, PAN, bank details, and other statutory information;
• Timely confirmation and approvals required to prepare and file returns or other submissions.

3.2 You are solely responsible for the accuracy, completeness, and authenticity of all data and documents provided to us. We are entitled to rely on the information you provide without further investigation unless we expressly agree otherwise.

3.3 You remain responsible for:

• Reviewing all returns, filings, and reports prepared by us before submission;
• Ensuring that filings are submitted within statutory due dates when we have requested your confirmation or action;
• Maintaining adequate books and records as required by law; and
• Complying with all applicable laws, including tax, foreign exchange, and e-commerce platform policies.

3.4 You agree not to misuse the Services, not to use them for any unlawful purpose, and not to upload, transmit, or share any content that is false, misleading, infringing, or otherwise unlawful.

4. Payment Terms and Fees

4.1 Our professional fees, billing frequency (for example, monthly retainers or project-based fees), and any applicable taxes will be communicated to you in our engagement letter, proposal, or fee quotation. All fees are quoted in Indian Rupees (INR) unless expressly stated otherwise.

4.2 Unless otherwise agreed in writing:

• Retainer or recurring fees are payable in advance for the relevant billing period;
• Project-based or one-time fees may require an advance payment, with the balance payable upon completion of agreed milestones or delivery; and
• Any out-of-pocket expenses, government fees, penalties, interest, or third-party charges incurred on your behalf will be charged to you at actuals.

4.3 Payments are due within the time period specified on the invoice (“Due Date”). If no Due Date is specified, payment will be due within seven (7) days from the invoice date.

4.4 In the event of delay or non-payment:

• We reserve the right to suspend or discontinue the Services, including withholding filings or submissions, until all outstanding amounts are paid in full; and
• We may charge interest on overdue amounts at the maximum rate permitted by applicable law or at 1.5% per month, whichever is lower, from the Due Date until payment is received.

4.5 All fees are exclusive of applicable taxes (including GST), which will be charged separately as per prevailing law. You are responsible for withholding tax (if any) and for issuing proper tax deduction certificates in our favour where withholding is required by law.

4.6 Fees are non-refundable except as expressly provided in these Terms or where required by applicable law.

5. Term, Termination, and Suspension

5.1 The engagement will commence on the date specified in the engagement letter, proposal, or our first provision of Services to you, and will continue until completed or until terminated in accordance with these Terms.

5.2 Either party may terminate an ongoing engagement (including retainer arrangements) by providing at least thirty (30) days’ prior written notice, unless a different notice period is specified in the engagement letter.

5.3 We may immediately suspend or terminate the Services, in whole or in part, if:

• You fail to pay any amount due within the stipulated time;
• You fail to cooperate or provide necessary information, or your conduct makes it impracticable to continue the engagement;
• We reasonably believe that continuing the engagement may result in a breach of law or professional standards; or
• You become insolvent, are subject to winding up or insolvency proceedings, or cease to carry on business.

5.4 Upon termination, you will remain liable to pay for all Services rendered and expenses incurred up to the effective date of termination. We will, upon request and subject to payment of outstanding dues, provide you with copies of your records and documents in our possession, excluding our internal working papers and proprietary materials.

6. Confidentiality and Data Protection

6.1 We will treat as confidential all non-public information that you provide to us in connection with the Services, and we will not disclose such information to any third party except:

• As required for the proper performance of the Services (for example, to tax or regulatory authorities, payment processors, or third-party service providers under appropriate obligations of confidentiality);
• As required by law, regulation, or professional standards; or
• With your prior consent.

6.2 You acknowledge and agree that electronic transmission of information, including via email and cloud-based tools, carries inherent risks. While we will use reasonable efforts to maintain appropriate security measures, we cannot guarantee absolute security.

6.3 You are responsible for maintaining the confidentiality of any usernames, passwords, and access credentials provided to or by us. You must promptly notify us of any actual or suspected unauthorised access or security breach.

7. Use of Third-Party Tools and Platforms

7.1 In providing the Services, we may use third-party software, tools, cloud platforms, or service providers (collectively, “Third-Party Tools”). Your data may be processed, stored, or transmitted through such Third-Party Tools, which may be located within or outside India.

7.2 While we take reasonable care in selecting such Third-Party Tools, we do not control and are not responsible for their operation, security, or availability. Your use of such Third-Party Tools may be subject to the terms and privacy policies of the respective providers.

8. Intellectual Property

8.1 All intellectual property rights in and to our website, content, templates, methodologies, processes, software, tools, know-how, and materials used or developed by us in the course of providing the Services (“True Balance Advisors Materials”) shall remain our exclusive property or that of our licensors.

8.2 Subject to your full payment of applicable fees, we grant you a limited, non-exclusive, non-transferable, non-sublicensable licence to use the deliverables specifically created for you (such as reports, financial statements, working files, and tax computations) solely for your internal business purposes and in compliance with applicable law.

8.3 You shall not, without our prior written consent:

• Copy, reproduce, modify, adapt, translate, distribute, or create derivative works from any True Balance Advisors Materials; or
• Use our name, logo, or trademarks in any advertising, marketing, or public communication, except to the extent reasonably necessary to describe us as your service provider.

9. No Guarantee of Outcomes

9.1 We will use reasonable professional skill and care in providing the Services, but we do not guarantee any particular outcome, including but not limited to the acceptance of returns or positions by tax authorities, the absence of penalties, or any financial or commercial results.

9.2 You acknowledge that tax laws, regulations, and administrative practices may change or be interpreted differently over time, and that such changes or interpretations may affect the results of the Services. We are not responsible for any consequences arising from changes in law or policy after the date of our advice or filings, unless we have expressly agreed to provide ongoing update services.

10. Limitation of Liability

10.1 To the maximum extent permitted by applicable law, our total aggregate liability to you for any and all claims arising out of or in connection with the Services or these Terms, whether in contract, tort (including negligence), equity, statute, or otherwise, shall be limited to the lower of:

• The total professional fees actually paid by you to us for the specific engagement or service giving rise to the claim during the twelve (12) months immediately preceding the event giving rise to such claim; or
• INR 5,00,000 (Indian Rupees Five Lakhs only).

10.2 To the maximum extent permitted by law, we shall not be liable for any:

• Indirect, consequential, incidental, special, exemplary, or punitive damages;
• Loss of profit, revenue, business, goodwill, or anticipated savings; or
• Loss or corruption of data, arising out of or in connection with the Services or these Terms, even if we have been advised of the possibility of such damages.

10.3 We shall not be liable for any penalty, interest, or other cost imposed by any authority where such liability arises from:

• Incomplete, inaccurate, or delayed information or documentation provided by you;
• Your failure to review or approve filings or submissions within the requested timeframe;
• Your failure to comply with our advice or instructions; or
• Events or circumstances beyond our reasonable control.

10.4 Nothing in these Terms shall exclude or limit any liability that cannot be excluded or limited under applicable law.

11. Indemnity

11.1 You agree to indemnify, defend, and hold harmless True Balance Advisors, its partners, directors, employees, and agents from and against any and all claims, demands, actions, proceedings, losses, damages, costs, and expenses (including reasonable legal fees) arising out of or in connection with:

• Your breach of these Terms or of any applicable law or regulation;
• Any inaccurate, incomplete, or misleading information or documentation provided by you; or
• Your misuse of the Services.

12. Communications and Electronic Records

12.1 You agree that we may communicate with you by email, messaging platforms, telephone, and other electronic means in connection with the Services.

12.2 You agree that electronic records, including emails and digital documents, may be retained by us as evidence of communications, instructions, and deliverables, and may be produced in any legal or regulatory proceeding, subject to applicable confidentiality obligations.

13. Compliance With Law and Professional Standards

13.1 In providing the Services, we will act in accordance with applicable Indian laws and regulations and, where relevant, with applicable professional standards. You agree not to request or expect us to act in any manner that would breach such laws or standards.

13.2 We may be required by law or professional standards to report certain transactions or information to regulatory or enforcement authorities. To the extent permitted by law, we will notify you before making any such disclosure.

14. Force Majeure

14.1 We shall not be liable for any delay or failure in performing our obligations under these Terms to the extent such delay or failure is caused by events beyond our reasonable control, including but not limited to acts of God, natural disasters, pandemics, war, terrorism, labour disputes, government actions, failure of telecommunications or internet services, or failures of Third-Party Tools (“Force Majeure Event”).

14.2 If a Force Majeure Event continues for a period exceeding thirty (30) days, either party may terminate the affected engagement by written notice, without prejudice to any rights or obligations accrued prior to the effective date of termination.

15. Changes to These Terms

15.1 We may update or modify these Terms from time to time to reflect changes in our Services, business practices, legal or regulatory requirements, or for any other reason.

15.2 Where we make material changes, we will notify you by posting the updated Terms on our website and, where practicable, by email or other prominent notice. The “Last updated” date at the top of these Terms will indicate when the latest changes were made.

15.3 Your continued use of the Services after the effective date of any changes will constitute your acceptance of the updated Terms.

16. Governing Law and Dispute Resolution

16.1 These Terms and any dispute, claim, or controversy arising out of or in connection with the Services or these Terms (whether contractual or non-contractual) shall be governed by and construed in accordance with the laws of India, without regard to its conflict of law principles.

16.2 The parties shall endeavour to resolve any disputes amicably through good-faith negotiations. If the dispute is not resolved within thirty (30) days of written notice of the dispute by one party to the other, the dispute shall be referred to mediation or other alternative dispute resolution mechanism only if mutually agreed in writing.

16.3 Subject to Clause 16.2, the courts of New Delhi, India shall have exclusive jurisdiction over all disputes arising out of or in connection with these Terms or the Services.

17. Miscellaneous

17.1 Independent contractor. We act as an independent contractor, and nothing in these Terms shall be construed as creating a partnership, joint venture, or employment relationship between you and us.

17.2 Entire agreement. These Terms, together with the applicable engagement letter or proposal, constitute the entire agreement between you and us with respect to the subject matter hereof and supersede all prior understandings, communications, or agreements, whether written or oral.

17.3 Severability. If any provision of these Terms is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be deemed modified to the minimum extent necessary to make it valid, legal, and enforceable, and the remaining provisions shall continue in full force and effect.

17.4 No waiver. No failure or delay by either party in exercising any right or remedy under these Terms shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or remedy preclude any other or further exercise of that or any other right or remedy.

17.5 Assignment. You may not assign, transfer, or otherwise dispose of your rights or obligations under these Terms without our prior written consent. We may assign or transfer our rights and obligations under these Terms to any affiliate or successor entity as part of a reorganisation, merger, or transfer of business, provided that such entity assumes our obligations to you.

18. Contact Us

If you have any questions about these Terms or the Services, or if you wish to exercise any of your rights or provide notices under these Terms, you may contact us at:

True Balance Advisors
Email: info@truebalanceadvisor.com