RealKeeper Technologies Pvt. Ltd. – Software Terms & Conditions
These Terms & Conditions (“Terms”) govern the purchase, subscription, licensing, implementation, customization, and use of software, services, and related products provided by RealKeeper Technologies Pvt. Ltd. (“RealKeeper”, “Company”, “we”, “us”, or “our”) to the customer (“Customer”, “Client”, “you”, or “your”).
By making payment, placing an order, accepting a quotation/proposal, signing an agreement, or using the RealKeeper software/services, the Customer confirms that the Customer has read, understood, and agreed to these Terms & Conditions.
1Software Demo, Evaluation & Customer Acceptance
- RealKeeper provides a software demonstration, explanation, and/or trial/evaluation before purchase wherever applicable.
- The Customer is responsible for evaluating the software, its features, workflow, reports, integrations, compatibility, and suitability for the Customer's business requirements before making payment.
- The Customer confirms that the software has been demonstrated and explained to the Customer and that the Customer has had a reasonable opportunity to ask questions and verify the available features.
- Payment made after the demonstration, quotation/proposal, trial, or acceptance of the software shall be treated as the Customer's confirmation that the software is suitable for the Customer's stated requirements, subject to the agreed scope of work.
- The Customer shall not claim a refund merely because the Customer subsequently changes their mind, changes their business process, does not use the software, or discovers that a feature is not required after purchase.
2Payment & Non-Refundable Fees
- All software license fees, subscription fees, implementation fees, setup fees, customization/development charges, training charges, integration charges, and other fees paid to RealKeeper are non-refundable, once the service/license/order has been activated, provisioned, delivered, implemented, customized, or development work has commenced.
- The Customer acknowledges that software services may involve provisioning of servers, database setup, configuration, implementation, development, customization, technical resources, training, and other costs which may commence immediately after payment.
- Accordingly, cancellation of an order after payment shall not automatically entitle the Customer to a refund.
- No refund shall be provided for non-usage of the software, temporary non-usage, change of business requirements, change of employees, change of business model, lack of internal staff, or failure of the Customer to use available features.
- Any refund, credit, adjustment, or commercial settlement shall be entirely subject to RealKeeper's written approval, except where a refund is mandatorily required under applicable law.
3Taxes & Government Charges
- All prices quoted by RealKeeper are exclusive of applicable taxes unless expressly stated otherwise.
- GST and other applicable government taxes, levies, duties, or statutory charges shall be payable by the Customer in addition to the applicable software/service charges.
- The Customer shall provide correct and complete billing details, including legal business name, billing address, GSTIN, PAN, and other information required for invoicing.
- RealKeeper shall not be responsible for any loss, denial of input tax credit, penalty, interest, or other tax consequence arising due to incorrect, incomplete, outdated, or inaccurate information provided by the Customer.
- Any withholding/TDS requirement applicable to payments shall be handled by the Customer in accordance with applicable law. Where TDS is deducted, the Customer shall provide the appropriate TDS certificate and supporting documents within the prescribed statutory period.
- Any increase in statutory taxes or government charges after the quotation/order date may be charged additionally to the Customer.
4Software License / Subscription
- RealKeeper grants the Customer a limited, non-exclusive, non-transferable, revocable license/right to use the software during the applicable license or subscription period and subject to the purchased plan.
- The Customer shall not sell, resell, sublicense, distribute, lease, rent, copy, reproduce, reverse engineer, decompile, modify, or commercially exploit the software except as expressly permitted by RealKeeper in writing.
- The software remains the intellectual property of RealKeeper or its applicable licensors. Purchase of a license or subscription does not transfer ownership of the software or its source code to the Customer.
- Unless specifically agreed in writing, the Customer does not receive ownership of RealKeeper's source code, software architecture, framework, database structure, APIs, designs, algorithms, or underlying intellectual property.
5Customization & Development
- Any customization, modification, additional module, integration, API development, report, workflow, design change, or special functionality requested by the Customer may be charged separately unless expressly included in the purchased plan.
- Estimated development timelines are indicative unless a specific delivery date is expressly committed to in writing.
- Once customization/development work has commenced, the related development/customization fees shall generally be non-refundable.
- Features developed specifically for the Customer may remain part of the RealKeeper software platform and its intellectual property unless a separate written intellectual-property assignment agreement has been executed.
- Any third-party API, service, gateway, government portal, WhatsApp provider, payment gateway, SMS provider, email provider, hosting provider, or other external service is subject to that provider's own terms, availability, pricing, and technical limitations.
6Implementation, Training & Support
- RealKeeper may provide implementation, onboarding, training, documentation, and technical support according to the purchased plan or agreed scope.
- Training shall generally be provided based on the features included in the purchased plan.
- Additional training sessions, onsite visits, data entry, data cleaning, migration, customization, or dedicated support may be chargeable separately.
- Customer delays in providing information, approvals, data, credentials, documents, or other dependencies may affect implementation timelines.
- RealKeeper shall not be responsible for delays caused by the Customer, third-party service providers, internet/network failures, government systems, hosting providers, or events beyond RealKeeper's reasonable control.
7Customer Data & Responsibility
- The Customer remains responsible for the accuracy, legality, completeness, and authenticity of data entered or uploaded into the software.
- The Customer is responsible for maintaining appropriate user accounts, passwords, permissions, and access controls.
- The Customer shall not share administrator credentials or access credentials with unauthorized persons.
- The Customer shall be responsible for maintaining appropriate internal controls for accounting, billing, inventory, taxation, payroll, GST, TDS/TCS, and other business processes.
- RealKeeper software is a technology tool and does not constitute professional legal, tax, accounting, audit, or financial advice.
- The Customer remains solely responsible for filing statutory returns, making tax payments, maintaining legally required records, and complying with applicable laws and regulations.
8Accounting, GST, TDS/TCS & Tax Compliance
- RealKeeper may provide accounting, invoicing, GST, TDS/TCS, e-Invoice, e-Way Bill, reports, or other tax-related functionality where included in the purchased plan.
- Tax rates, rules, notifications, government portals, APIs, statutory requirements, and compliance procedures may change from time to time.
- Although RealKeeper may update software functionality based on available information and applicable requirements, RealKeeper does not guarantee that the software will independently ensure complete legal, tax, accounting, or statutory compliance for every Customer or transaction.
- The Customer must verify important tax/accounting entries and obtain advice from its qualified Chartered Accountant, tax consultant, or other professional where required.
- RealKeeper shall not be liable for penalties, interest, tax demands, notices, loss of input tax credit, rejected filings, incorrect tax treatment, or other statutory consequences resulting from incorrect data, incorrect configuration, user error, failure to update information, or Customer decisions.
9Third-Party Services & Integrations
RealKeeper may integrate with third-party services including but not limited to payment gateways, WhatsApp, SMS, email, government portals, GST systems, e-Invoice/e-Way Bill systems, banking services, hosting services, and other APIs.
RealKeeper does not control third-party systems and therefore does not guarantee their continuous availability, response time, pricing, functionality, API availability, or uninterrupted operation.
Any interruption, change, suspension, restriction, policy change, API change, or failure of a third-party service shall not automatically constitute a failure of RealKeeper's services.
10Service Availability & Maintenance
- RealKeeper will make reasonable efforts to maintain software availability.
- Temporary downtime may occur due to scheduled maintenance, upgrades, security updates, server issues, network problems, cyber incidents, third-party outages, or circumstances beyond RealKeeper's reasonable control.
- RealKeeper does not guarantee uninterrupted or error-free operation at all times.
- RealKeeper may modify, improve, upgrade, replace, or discontinue particular features where reasonably necessary, subject to the applicable plan and contractual commitments.
11Data Backup & Data Loss
- RealKeeper may maintain backups depending on the applicable hosting/service plan.
- Backup availability does not eliminate the Customer's responsibility for maintaining appropriate business records and copies of critical information.
- RealKeeper shall not be responsible for data loss caused by Customer actions, unauthorized access resulting from compromised credentials, incorrect imports, deletion by authorized users, third-party systems, force majeure events, or circumstances outside RealKeeper's reasonable control.
12Account Suspension & Termination
RealKeeper may suspend or terminate access to the software, subject to applicable law and contractual obligations, where:
- payment is overdue;
- the Customer violates these Terms;
- the software is used for unlawful activities;
- the Customer attempts unauthorized access, hacking, reverse engineering, or misuse;
- the Customer violates intellectual-property rights;
- the Customer uses the platform in a manner that may harm RealKeeper, its infrastructure, or other users; or
- suspension is reasonably necessary for security or legal compliance.
Fees already paid shall generally remain non-refundable upon suspension or termination caused by Customer breach or non-payment.
13Intellectual Property Rights
All rights, title, and interest in the RealKeeper software, source code, object code, architecture, database design, UI/UX, trademarks, logos, documentation, workflows, proprietary technology, algorithms, and related materials shall remain with RealKeeper Technologies Pvt. Ltd. and/or its respective licensors.
Nothing in these Terms shall be interpreted as transferring ownership of such intellectual property to the Customer unless expressly agreed in a separate written agreement.
14Confidentiality
Both parties shall use reasonable efforts to maintain confidentiality of confidential business, technical, financial, and commercial information received from the other party.
Confidential information shall not include information that is publicly available, independently developed, lawfully received from a third party, or required to be disclosed by law or a competent authority.
15Limitation of Liability
To the maximum extent permitted by applicable law, RealKeeper shall not be liable for indirect, incidental, special, consequential, exemplary, or punitive damages, including loss of profits, loss of business, loss of goodwill, loss of opportunity, loss of anticipated savings, or business interruption.
To the maximum extent permitted by applicable law, RealKeeper's aggregate liability arising out of or relating to the software/services shall not exceed the amount of fees actually paid by the Customer to RealKeeper for the specific service giving rise to the claim during the applicable period.
Nothing in these Terms shall exclude or limit liability that cannot lawfully be excluded or limited under applicable law.
16Customer's Responsibility for Business Decisions
RealKeeper provides software and technology services only. The Customer remains responsible for:
- business decisions;
- accounting entries;
- tax classifications;
- inventory valuation;
- pricing;
- statutory filings;
- employee/payroll decisions;
- customer/vendor data;
- invoices and transaction information;
- compliance with applicable laws; and
- verification of reports and outputs generated by the software.
17Force Majeure
RealKeeper shall not be responsible for failure or delay caused by events beyond its reasonable control, including natural disasters, fire, flood, earthquake, war, terrorism, civil disturbance, government action, regulatory changes, internet/network failures, cloud/hosting failures, cyber incidents, strikes, power failures, epidemics, pandemics, or failure of third-party service providers.
18Modification of Terms
RealKeeper may update these Terms from time to time to reflect changes in its services, technology, business practices, or applicable laws.
Updated Terms may be published through the RealKeeper website, software, customer portal, or other appropriate communication channel.
19Notices & Communication
The Customer agrees that RealKeeper may communicate with the Customer through email, phone, WhatsApp, SMS, software notifications, customer portal, or other contact details provided by the Customer.
The Customer is responsible for keeping its contact and billing information updated.
20No Waiver
Failure by RealKeeper to enforce any provision of these Terms at any particular time shall not constitute a waiver of its right to enforce that provision in the future.
21Severability
If any provision of these Terms is held to be invalid, illegal, or unenforceable by a competent authority, the remaining provisions shall continue to remain valid and enforceable to the maximum extent permitted by law.
22Entire Agreement
These Terms, together with the applicable quotation, proposal, order form, invoice, subscription plan, service agreement, and any written customization agreement, constitute the understanding between RealKeeper and the Customer regarding the relevant software/services.
In case of conflict, the specifically signed written agreement/order form shall prevail to the extent of such conflict.
23Governing Law & Jurisdiction
These Terms shall be governed by and construed in accordance with the laws of India.
All disputes arising out of or relating to the software, services, payments, subscription, license, quotation, invoice, or these Terms shall be subject to the exclusive jurisdiction of the competent courts at Delhi, India.
The parties shall, where reasonably possible, attempt to resolve disputes through good-faith discussion before initiating legal proceedings.
24Customer Confirmation
By making payment, accepting the quotation/proposal, signing an order form, activating the account, or using the RealKeeper software, the Customer confirms that:
- the software/services have been sufficiently demonstrated or explained where applicable;
- the Customer has evaluated the software for its requirements;
- the Customer understands the purchased plan and scope;
- the Customer understands that applicable fees are non-refundable subject to applicable law;
- the Customer has reviewed these Terms & Conditions; and
- the Customer agrees to be bound by these Terms & Conditions.