Terms of Service

1. About these terms

These Terms of Service ("Terms") are an agreement between EthicsComputer ("we", "us", "our") and you. They apply when you use https://ethicscomputer.in (the "website"), our client, partner and staff portals, our free tools and chat assistant, and when you buy any of our services. Our head office is in Rohtak, Haryana, where we have worked since February 2018, and we have a branch office in Jhajjar. Our address and registrations are under Contact and grievance officer below.

You accept these Terms when you use the website, create an account, or accept a quote or proposal from us (by signing it, confirming it in writing, or paying an invoice or advance against it). A contract made by email or online in this way is valid under section 10A of the Information Technology Act, 2000 and the Indian Contract Act, 1872. If you do not agree to these Terms, please do not use the website or our services.

These Terms work together with our Privacy Policy, Cookie Policy, Refund & Cancellation Policy, NDA & Confidentiality Policy, Security Policy, Disclaimer and, for business partners, the Partner Program Disclaimer.

2. Definitions

• Services: everything we agree to provide, including custom software, websites, mobile apps, e-commerce, AI automation, cloud and hosting, VAPT and other security audits, incident response, SEO and digital marketing, maintenance, corporate training, CA, tax and legal compliance services, and software subscriptions such as KhataFlow.
• Order documents: the quote, proposal, statement of work (SOW), signed contract or service level agreement (SLA), and any approved change request for a service.
• Deliverables: work we create specifically for you under an order document, such as source code, designs, documents, reports and configurations.
• Pre-existing IP: software, code libraries, frameworks, templates, tools, methods and know-how that we owned or developed before your project or separately from it, including KhataFlow, our CRM and other internal software, and the code of this website.
• Client materials: content, data, logos, documents, credentials and any other material you give us.
• Portals: the client, partner, employee, intern and HR areas of the website that need a login.
• Free tools: the calculators, cost estimators, checkers, generators and checklists on the website, including those under /tools.
• In writing: a signed document, an email, or a message sent through a portal.

3. Who can use our services

• You must be at least 18 years old and able to make a binding contract under Indian law to create an account or order a service.
• If you act for a business, firm, trust or other organisation, you confirm that you have authority to bind it. "You" then means that organisation.
• Anyone under 18 may read the website only under the supervision of a parent or guardian, and may not order services or open an account.
• The information you give us (name, phone number, business details, documents) must be true and current. We may refuse an order, or close an account, if it is not.

4. How services are ordered

1. Enquiry: you contact us through a website form (we verify your phone number with a one-time password), by email, by phone or through one of our business partners.
2. Scoping: we sign a mutual NDA before you share confidential details (see our NDA & Confidentiality Policy) and agree a written specification with you.
3. Quote or proposal: we send a quote or proposal setting out the scope, deliverables, milestones, timeline, price, taxes and payment schedule. Unless it says otherwise, a proposal is valid for 30 days.
4. Acceptance: you accept by signing it, confirming it in writing, or paying the advance. A binding contract then exists on these Terms and the order documents.
5. Start: timelines start once we have received the advance payment and the materials and access we need from you.

Which document prevails

If documents conflict, the one higher in this list applies to that service: (1) a signed contract or SLA; (2) the statement of work; (3) the accepted proposal or quote; (4) these Terms; (5) our other policies. An approved change request prevails over earlier documents for the part it changes. A price on the website, a calculator result or a chat reply never overrides an order document. For larger engagements we can sign a custom contract or SLA; write to us to ask for one.

Changes to scope

Work outside the written specification is a change request. Before starting it, we confirm in writing its cost and its effect on the timeline, and we start only after you approve. Out-of-scope work is billed at the rate agreed in your proposal or as separately quoted.

Other agreements

The partner program is governed by the partner agreement and the Partner Program Disclaimer. Internships and employment are governed by the offer letter, the NDA signed with us and our staff policies. For partners, interns and staff, these Terms apply only to the use of the website and portals.

5. Prices and taxes

• The price of a service is the price in your accepted quote or proposal. Our pricing page shows starting prices and typical packages; a "from" price is a starting point, and the final price depends on the agreed scope.
• We may change the prices on the website at any time, but the price in an accepted order document does not change for the agreed scope.
• Unless a quote says the price includes GST, our prices exclude GST. GST is charged at the applicable rate under the Central Goods and Services Tax Act, 2017 and the related GST laws, and is shown separately on the quote and on the tax invoice, together with the total amount payable.
• Unless the quote includes them, our fees do not cover third-party costs such as domain names, hosting and cloud usage, software licences, paid APIs and AI usage, app store accounts, SMS or payment gateway charges, advertising spend, stamp duty, and government fees, late fees, penalties or interest.
• There are no hidden charges: everything you have to pay us is set out in an order document or in a change request you approve.

6. Payment

• Schedule: your proposal sets the payment schedule. For projects our usual schedule is 50% on signing, 30% when the test (UAT) version is ready for your review, and 20% on launch. Retainers and subscriptions are billed in advance for each month.
• Due date: please pay each invoice by the due date printed on it.
• How to pay: through a payment gateway (Razorpay, Cashfree or PayU), UPI, net banking or bank transfer to the account shown on our invoice. Card and UPI details are entered on the gateway's own page and are never stored by us.
• Payment safety: pay only to the bank account or payment link on our invoice, or one sent from an email address ending in @ethicscomputer.in. If anyone asks you to pay into a different account, call us on +91 90532 10052 before paying.
• Disputed invoices: if you disagree with an invoice, tell us in writing within 7 days of receiving it, with your reasons, and pay the part you do not dispute by the due date.
• Tax deducted at source: if the law requires you to deduct TDS from our invoice, deduct it at the correct rate, deposit it on time and send us the TDS certificate. If the deducted tax does not appear in our tax credit records, we may ask you to correct your TDS return or pay that amount.
• Late payment: where the law allows (for business clients, including under the Micro, Small and Medium Enterprises Development Act, 2006), we may charge interest on overdue amounts. We may also pause work as set out in section 19.
• Refunds: cancellations, refunds, failed or duplicate payments and chargebacks are handled under our Refund & Cancellation Policy.

7. Delivery, review and sign-off

• We deliver work in milestones based on the written specification, and share each milestone for your review as a staging link, demo, document or report.
• You review each milestone and either sign it off in writing or tell us in writing where it does not match the specification. We fix those points and share it again.
• A milestone is treated as signed off if you do not respond within 7 days of delivery, or if you start using it in your live business.
• Timelines in a proposal are estimates made in good faith for the agreed scope. If we are delayed by late materials, access, approvals or payments, or by change requests, the timeline moves by at least the length of that delay.
• If a project stays on hold for more than 30 days because we are waiting for something from you, we may invoice the work completed so far and agree a new schedule with you.
• We deliver online (source code repository, deployed website or app, reports, software access) or in person at your premises. Nothing is shipped.

8. Your responsibilities

• Give us accurate and complete information, and tell us when it changes.
• Supply only content (text, images, logos, product data, documents) that you own or have permission to use, and that is lawful.
• Give us on time the access we need (hosting, domain, cloud, app store, admin and test accounts), and name one contact person who can approve work.
• Review and approve milestones within the agreed time.
• Back up your existing systems and data before we change or test them, unless backups are part of our scope.
• Change the passwords you shared with us and remove our access when the engagement ends, unless we continue to support the system.
• Give us written authorisation before any security testing, as set out in section 9.
• Comply with the laws that apply to your own business, such as your own privacy notice and consent for personal data you collect, your GST and other filings, and the rules of your sector.

9. Terms for specific services

Security testing (VAPT) and audits

• We test only after receiving a written authorisation signed by a person with authority over the systems. It must name the targets (domains, IP addresses, apps, APIs), the testing window, the permitted methods and emergency contacts.
• If a system is hosted or run by a third party (a cloud, hosting or software provider), you are responsible for any permission or notice that provider requires.
• We test only what is in scope, and we stop at once if you ask. We do not test systems that you do not own or control.
• Security testing carries some risk of slowing down or interrupting the systems tested. We take reasonable care, agree a testing window with you, and run destructive tests (such as denial-of-service) only if you approve them in writing. Please take a backup before testing starts.
• Our testing follows CERT-In guidelines. We are not a CERT-In empanelled auditor, so if a regulator or one of your customers requires an audit by an empanelled auditor, tell us before you order.
• The report records what we found within the agreed scope on the testing dates. Your VAPT package includes one free re-test after you fix the findings.
• Findings and reports are your confidential information (see our NDA & Confidentiality Policy).

Emergency incident response

Emergency incident response is a separate service with its own response times (triage within 15 minutes of contact and a 2-hour SLA), described on the emergency response page. Any legal duty to report the incident, for example to CERT-In within 6 hours or under the data protection law, remains yours as the affected organisation. We can help you prepare the report.

KhataFlow and other software subscriptions

• New clients get a 7-day trial before paying for a subscription.
• The one-time setup fee, the monthly fee and the plan limits (such as the number of users and invoices) are as shown on the KhataFlow page or in your quote.
• The monthly fee is billed in advance. You can cancel at any time and the plan will not renew; see the Refund & Cancellation Policy.
• Your business data (customers, invoices, ledgers) belongs to you. You can export it while your subscription is active. After cancellation we keep it for 30 days so that you can ask for an export, and then delete it, except records that the law requires us to keep.
• We may improve, change or remove features. We will not materially reduce the core billing and ledger features of a paid plan during a period you have already paid for.
• We will email you at least 30 days before a change to the monthly fee applies to you, and you may cancel before it does.
• The software helps you prepare invoices and records. The accuracy of your entries, the GST rates you apply and your tax filings remain your responsibility.
• A subscription gives you the right to use the software while it is active. It does not transfer ownership of the software or its code.

CA, tax and legal compliance services

• These services are delivered with qualified CA professionals under a separate engagement that sets out the scope, fees and documents needed. Certificates that the law requires a Chartered Accountant to sign are signed by the CA professional.
• You are responsible for the truth and completeness of the documents and information you give us. Filings are prepared from them.
• We need your documents in time to meet a deadline. Government fees, late fees, penalties and interest are payable by you, unless they arise because we failed to file on time after receiving complete documents from you.
• Registrations, trademarks, refunds, assessments and other approvals are decided by the authorities. We cannot promise the outcome or how long it will take.
• Our agreement-drafting service prepares and reviews documents. It does not include representing you before a court or tribunal. Stamp duty and registration charges are payable by you.

SEO, digital marketing and advertising

• Search engines and advertising platforms control their own rankings and algorithms. We do not promise rankings, traffic, leads or sales.
• The SEO retainer has a minimum commitment of three months, as shown on the pricing page.
• Advertising spend is paid to the platform (or billed separately) and is not part of our fee unless the quote says so.
• You approve content before we publish it in your name, and you are responsible for the claims your ads make about your own business.

AI automation and AI features

• AI models can produce wrong, incomplete or biased output. Keep a human review step for any decision that affects people, money or legal rights.
• Usage charges of third-party AI providers are payable as set out in your quote.
• You must have the right, and any consent needed, to process personal data through the AI system we build for you.

Websites, hosting, maintenance and cloud

• Domains, hosting and cloud accounts should be registered in your name. If we register any of them for you, we transfer them to you on request once the related invoices are paid.
• Renewing domains, SSL certificates and hosting is your responsibility unless your maintenance plan covers it.
• An uptime commitment applies only where your contract includes one. We offer a contractual 99.9% uptime; where it is agreed, the contract sets how it is measured and what happens if it is missed.
• A maintenance retainer covers what is listed in your plan. Other work is quoted separately.

Corporate training

Training is delivered as set out in the proposal. Training material remains ours; you may use it internally to train your own staff.

10. Intellectual property

Our website and software

The content, design, code, graphics and logos of this website, our free tools and templates, and our software (including KhataFlow and our CRM) belong to us or our licensors. You may view and use the website for your own information. You may not copy, sell, frame, license or distribute any part of it, or build on it, without our written permission.

Pre-existing IP

Our pre-existing IP remains ours. Where it forms part of a deliverable, you receive a non-exclusive, perpetual, royalty-free licence to use, modify and run it as part of that deliverable for your business. You may not resell it separately.

Deliverables and source code

When a project is complete and you have paid for it in full, ownership of the deliverables and their source code, including the intellectual property we hold in them, transfers to you. We hand over the source code, credentials and documentation, and confirm the assignment in writing, as the Copyright Act, 1957 requires. Until full payment, we keep ownership and you may use delivered work only to review and test it.

Third-party and open-source components

Deliverables may include third-party or open-source components (libraries, plugins, fonts, images, APIs). These stay with their owners and are licensed to you under their own licences, which your use must follow. We list the main components in the handover documentation.

Your materials

Client materials remain yours. You permit us to use them only to provide the services to you.

Portfolio

We name you as a client, or show your project in our portfolio or case studies, only with your written permission.

11. Confidentiality and personal data

• Every project is covered by a mutual NDA. Each of us keeps the other's confidential information secret and uses it only for the engagement. The details are in our NDA & Confidentiality Policy; a signed NDA prevails over that policy.
• How we handle personal data that we collect for our own purposes (enquiries, accounts, partner applications) is explained in our Privacy Policy and Cookie Policy.
• When we process personal data for you (for example, your customers' or employees' data in a system we build, host, maintain or test), you decide why and how it is processed: under the Digital Personal Data Protection Act, 2023 you are the Data Fiduciary and we act as your Data Processor. We process that data only on your written instructions and to provide the services, protect it with reasonable security safeguards, limit access to the staff who need it, tell you without undue delay if we become aware of a personal data breach affecting it, and return or delete it when the engagement ends. We will sign a separate data processing agreement on request.

12. What we promise, and what we do not

We promise that:

• we provide the services with reasonable skill and care, through suitably skilled people, in line with good industry practice;
• deliverables materially match the agreed written specification when you sign them off;
• original work we write for you does not knowingly copy anyone else's code or content without a licence;
• where your proposal includes a post-launch warranty period, we fix defects (work that does not meet the specification) reported within that period at no extra charge.

Unless an order document says so in writing, we do not promise:

• search rankings, traffic, leads, sales, revenue or partner earnings;
• any level of uptime (a contractual 99.9% uptime applies only where your contract includes it);
• that a security test will find every vulnerability, or that your systems will not be attacked later;
• that software will be free of every error or run without interruption;
• approval by government authorities, app stores, payment gateways or advertising platforms.

Apart from these promises and those in your order documents, and to the extent the law allows, we give no other warranties. Nothing in these Terms limits any right you have as a consumer under the Consumer Protection Act, 2019.

13. Limitation of liability

• Neither of us is liable to the other for indirect or consequential loss, or for loss of profit, revenue, business or goodwill.
• We are not liable for loss of data that a reasonable backup would have prevented, unless backups were part of our scope.
• Our total liability for all claims relating to a service is limited to the fees you paid us for that service in the 12 months before the claim arose.
• These limits do not apply to fraud, wilful misconduct, your obligation to pay our fees, or any liability that cannot be limited under Indian law.
• The website, free tools and chat assistant are provided free and "as is"; see our Disclaimer.

14. Indemnity

• From you: you will compensate us for losses, damages and reasonable legal costs from a third-party claim caused by (a) client materials that infringe someone's rights or break the law, (b) systems you asked us to test without having the authority to do so, or (c) your use of the deliverables or services in breach of the law or these Terms.
• From us: we will compensate you for losses, damages and reasonable legal costs from a third-party claim that original work we created for you infringes that party's copyright, within the limit in section 13. This does not cover client materials, third-party or open-source components, or changes made by anyone other than us.
• How claims are handled: the party claiming must tell the other promptly in writing, let it handle the defence and any settlement, and give reasonable help.

15. Third-party services

Our services and the website rely on third-party providers, such as hosting companies, cloud platforms (for example AWS, Microsoft Azure and Google Cloud), domain registrars, payment gateways, app stores, Google services, AI model providers and SMS gateways.

• Their own terms and privacy policies apply to your use of their services, and their fees are payable as set out in your quote.
• We are not responsible for their outages, changes to their policies or prices, or decisions they make about your accounts (such as an app store rejection or account suspension). We will help you deal with them where we can.
• Links from our website to other websites are covered in our Disclaimer.

16. Acceptable use of the website and portals

When using the website, portals, free tools or chat assistant, you must not:

• access, probe, scan or test our website, portals or systems for vulnerabilities without our written permission. If you have found a security issue, please report it under our Security Policy;
• try to bypass login, authentication, one-time password checks or rate limits, or access another person's account or data;
• reverse engineer, decompile or copy our software, including KhataFlow, except where the law allows it;
• use bots, scrapers or automated requests in a way that overloads or harms the website or copies its content;
• upload or send malware, or anything else designed to disrupt our servers;
• send false enquiries or spam, use someone else's phone number or email address, or impersonate anyone;
• give false identity details, academic records or documents in an internship, job or partner application;
• use our security tools, scripts or training material against any network or system you are not authorised to test;
• use the free tools to attack, scan or harass other websites, or to produce misleading or unlawful content;
• try to make the chat assistant reveal its instructions or other people's data, or produce unlawful content;
• post or upload unlawful, defamatory, obscene or infringing content in any form or portal.

We may block access, remove content, suspend accounts and report unlawful activity to the authorities.

17. Accounts and passwords

• A portal account is for the named person only. Do not share your login.
• Keep your password secret, use one you do not use elsewhere, and use "remember me" only on your own device.
• We will never ask for your password by phone, email or chat.
• Tell us at once at info@ethicscomputer.in if you think someone else has used your account. You are responsible for activity under your account, unless it results from a failure of our own security.
• We may suspend an account to protect you or others, if its information is false, or if these Terms are breached. Partner, staff and intern access ends when the partnership, employment or internship ends.

18. Free tools and the AI chat assistant

• Free tools (calculators, cost estimators, tax and GST calculators, checkers, generators and checklists) give indicative results based on what you enter and on our assumptions. They are not advice and not an offer. A written quote from us always prevails over an estimate.
• The chat assistant is automated and uses a third-party AI model. Its answers can be wrong or out of date, and they are not a quote, a commitment or professional advice. Our team confirms details in writing.
• Do not enter passwords, card numbers, Aadhaar numbers or other sensitive information into the free tools or the chat. How chat messages are handled is explained in our Privacy Policy.
• The free tools and chat assistant are provided free and "as is", and we may change or withdraw them at any time. See our Disclaimer.

19. Suspension and termination

• By you: you can end a service by writing to us, as allowed by your order document and our Refund & Cancellation Policy.
• For breach: either of us may end an order document by written notice if the other seriously breaches it and does not fix the breach within 15 days of receiving written notice of it.
• Immediately: we may suspend or end a service at once if it is being used unlawfully, if we are asked to test systems without authorisation, or if section 16 is seriously breached.
• Non-payment: if an invoice is unpaid after its due date, we will send you a written reminder. If it is still unpaid 7 days after that reminder, we may pause work or suspend subscription, hosting or portal access until it is paid, and we restore it once payment is received.
• What happens at the end: you pay for the work done and milestones completed up to the end date (see the Refund & Cancellation Policy); we hand over the deliverables you have paid for; each of us returns or deletes the other's confidential information as set out in our NDA & Confidentiality Policy; and we remove our access to your systems.
• Terms that by their nature continue after the end (ownership of paid-for work, confidentiality, payment, liability, indemnity, governing law and disputes) remain in force.

20. Events beyond our control (force majeure)

• Neither of us is liable for a delay or failure caused by events beyond reasonable control, such as natural disasters, floods, fire, epidemics, war, riots, government orders, failure of public power, internet or telecom networks, or large-scale attacks on third-party providers despite reasonable precautions.
• The affected party tells the other promptly and does what it reasonably can to limit the effect. Timelines are extended by the length of the delay.
• If the event lasts more than 30 days, either of us may end the affected order document by written notice. You pay for the work done until then.
• This does not excuse payment of amounts already due, unless the event stops the payment systems themselves from working.

21. Governing law and disputes

1. These Terms and every order document are governed by the laws of India.
2. If a dispute arises, the party raising it first sends the other a written notice describing it (to us at info@ethicscomputer.in, addressed to the grievance officer). We then both try in good faith to settle it within 30 days of that notice.
3. If it is not settled within those 30 days, the courts at Rohtak, Haryana have exclusive jurisdiction.
4. Either of us may ask a court for urgent interim relief, such as an order to stop the misuse of confidential information or intellectual property, without waiting for the 30 days.
5. If you are a consumer under the Consumer Protection Act, 2019, nothing in this section limits your right to approach a consumer commission available to you under that Act.

22. Notices

• To us: by email to info@ethicscomputer.in. Formal notices about breach, termination or a dispute should also be sent by registered post or courier to the address under Contact and grievance officer below.
• To you: to the email address in your order document or account, or to the postal address you gave us.
• An email notice is received when it is sent, unless the sender receives a delivery failure message. A notice by post or courier is received when it is delivered.

23. General terms

• Entire agreement: for each service, these Terms, the policies they link to and the order documents are the whole agreement and replace earlier discussions. Chat replies, calculator results and marketing material are not part of it unless written into an order document.
• Severability: if a court finds any part of these Terms invalid, the rest remains in force, and the invalid part is applied as far as the law allows.
• Assignment: you may not transfer your rights or duties under an order document without our written consent. We may transfer them to a business that takes over ours, and will tell you if we do.
• Subcontractors: we may use subcontractors and CA professionals bound by written confidentiality terms. We remain responsible for their work.
• Independent parties: nothing in these Terms creates a partnership, joint venture, employment or agency between us.
• No waiver: if either of us does not enforce a right straight away, it can still enforce it later.
• Language: if we provide these Terms in another language, the English version prevails.

24. Changes to these terms

We may update these Terms. The "last updated" date shown above is the date of the current version. Changes apply to use of the website from that date and to orders accepted after it. An order already accepted continues under the version in force when it was accepted, unless we both agree otherwise in writing. For an ongoing subscription, we will email you at least 30 days before a material change applies, and you may cancel before it does. A signed contract can be changed only in writing by both of us.

Contact and grievance officer

We acknowledge every complaint within 48 hours and resolve it within one month of receiving it. Please include your name, phone number, the page or service concerned, and any order, invoice or transaction ID.