Terms of Use

These Terms of Use (“Terms”) govern your access to and use of the website at worksmith.tech and all content, materials and functionality made available through it (together, the “Website”), operated by Worksmith Solutions Private Limited (CIN U62013TS2026PTC221259) (“Worksmith”, “we”, “us”).

By accessing, browsing or using the Website you confirm that you have read, understood and agree to be bound by these Terms and by the Privacy Policy, which is incorporated into these Terms by reference. If you do not agree, you must not use the Website.

You represent that you are at least eighteen years of age and, where you access the Website on behalf of an entity, that you are authorised to bind that entity to these Terms.

Effective date: [insert date]. Version: [1.0]. We may amend these Terms by publishing an amended version showing a revised effective date. Where an amendment materially affects your rights or obligations, we will display a prominent notice on the Website for not less than thirty (30) days before it takes effect. Your continued use of the Website after an amendment takes effect constitutes acceptance of it; if you do not accept an amendment, your remedy is to cease using the Website.

These Terms govern use of the Website only. They are not an offer to provide services, do not constitute an engagement, and do not create any client relationship, retainer, fiduciary duty or duty of care between you and Worksmith.

Any provision of services by Worksmith — including any diagnostic, reconciliation, leakage-detection, automation, agent-deployment or advisory service — is governed exclusively by a separate written engagement agreement executed between Worksmith and the client, together with any statement of work, data processing terms and non-disclosure agreement forming part of it (together, the “Engagement Documents”).

In the event of any conflict or inconsistency between these Terms and the Engagement Documents in relation to services, the Engagement Documents prevail. Nothing on the Website varies, supplements or overrides the Engagement Documents, and no statement on the Website may be relied upon as a term of any engagement.

Worksmith is not a firm of chartered accountants. Worksmith is not registered with the Institute of Chartered Accountants of India, does not hold a certificate of practice, and does not provide statutory audit, assurance, attestation, certification or any other service reserved to chartered accountants under the Chartered Accountants Act, 1949.

Worksmith is not a firm of advocates or legal practitioners, is not a registered investment adviser, and is not a registered valuer. Nothing on the Website constitutes legal, tax, accounting, audit, investment, valuation or financial advice.

All content on the Website is provided for general information only. It is not tailored to your circumstances, may not be current, and must not be acted upon without obtaining professional advice appropriate to your situation. You are solely responsible for any decision you take, or refrain from taking, on the basis of anything published on the Website.

Illustrative and modelled figures. Any figure, percentage, range, benchmark, saving, recovery, timeline or outcome referred to on the Website is illustrative or modelled unless it is expressly stated to be a measured result of a completed engagement. Illustrative and modelled figures are estimates based on stated assumptions, are not a forecast, do not constitute a representation, warranty, promise or guarantee as to any result, and must not be relied upon. Results vary materially with the quality and completeness of a client’s data, its systems, its controls and its cooperation. Past results, where cited, are not a guarantee of future results.

Statements on the Website concerning our plans, capabilities under development, roadmap or intentions are forward-looking and are subject to change without notice.

Subject to your compliance with these Terms, we grant you a limited, personal, non-exclusive, non-transferable, non-sublicensable, revocable licence to access and view the Website for your internal business evaluation purposes.

You may print or download individual pages for your own internal reference, provided you do not remove or alter any proprietary notice. All other rights are reserved.

This licence terminates automatically on any breach of these Terms, and may be revoked by us at any time without notice.

You must not, and must not permit any person to:

1. (a)copy, reproduce, republish, distribute, sell, licence, frame, mirror or exploit any part of the Website for any commercial purpose, except as expressly permitted by Clause 4;
2. (b)use any robot, spider, scraper, crawler, data-mining tool or other automated means to access, monitor or extract content from the Website, or to compile a database or dataset from it, whether for the training of machine-learning models or otherwise;
3. (c)reverse engineer, decompile, disassemble or otherwise attempt to derive the source code, structure, methodology or underlying logic of any part of the Website or of any demonstration, tool or output made available through it;
4. (d)probe, scan or test the vulnerability of the Website or any network, or breach or circumvent any security or authentication measure, without our prior written authorisation;
5. (e)introduce any virus, worm, trojan, logic bomb or other malicious code, or take any action that imposes an unreasonable or disproportionate load on our infrastructure;
6. (f)use the Website in any manner that is unlawful, fraudulent, defamatory, obscene, or that infringes the rights of any person, or that violates the Information Technology Act, 2000 or any rules made under it;
7. (g)impersonate any person, misrepresent your affiliation, or submit information that is false or misleading; or
8. (h)use the Website or its content to develop, train or benchmark any product or service that competes with Worksmith.

We reserve the right to investigate any suspected breach of this Clause, to suspend or block access, and to report the matter to law enforcement or regulatory authorities.

All intellectual property rights in and to the Website and its contents — including all text, graphics, layout, design, source and object code, the Worksmith name, logo, monogram, wordmark and trade dress, and all methodologies, frameworks, agent designs, prompts, schema definitions, detection logic, models, leakage taxonomies, workbooks, diagrams and other materials made available through the Website — are owned by or licensed to Worksmith and are protected under the Copyright Act, 1957, the Trade Marks Act, 1999 and other applicable laws.

No right, title, interest or licence in any such intellectual property is granted to you except as expressly set out in Clause 4. No provision of these Terms operates as an assignment of any intellectual property.

You must not use the Worksmith name or marks, or any confusingly similar mark, in any manner, including in metadata, advertising, keywords or domain names, without our prior written consent.

If you send us any comment, suggestion, idea or feedback concerning the Website or our services (“Feedback”), you grant us a perpetual, irrevocable, worldwide, royalty-free, sublicensable and transferable licence to use, reproduce, modify and exploit that Feedback for any purpose, without obligation of confidentiality, attribution or compensation.

You warrant that you are entitled to grant that licence and that the Feedback does not infringe the rights of any third party.

The Website may contain links to third-party websites or resources. Such links are provided for convenience only. We do not control, endorse, or accept responsibility for any third-party website or its content, products, services, or privacy practices, and your use of any such website is at your own risk and subject to that website’s own terms.

Do not send us confidential information through the Website. Enquiry forms and email addresses published on the Website are not secure channels and are not intended for the transmission of financial records, ledgers, statements, customer data, employee data, trade secrets or any other confidential or sensitive material.

Any information you send to us through the Website before an engagement agreement and non-disclosure agreement are executed will be treated as non-confidential, and we accept no obligation of confidentiality in respect of it, save for personal data, which is handled in accordance with the Privacy Policy and applicable law.

Confidentiality obligations arise only upon execution of a written non-disclosure agreement or an engagement agreement containing confidentiality terms.

We do not warrant that the Website will be available uninterrupted, timely, secure or error-free. We may suspend, withdraw, discontinue or change all or any part of the Website without notice and without liability.

You are responsible for arranging your own access to the Website and for ensuring that all persons accessing it through your connection are aware of these Terms and comply with them.

To the fullest extent permitted by applicable law, the Website and all content on it are provided on an “as is” and “as available” basis, and we exclude all conditions, warranties, representations and other terms which might otherwise be implied by statute, common law or the law of equity, including as to accuracy, completeness, currency, merchantability, fitness for a particular purpose, quiet enjoyment and non-infringement.

Nothing in this Clause excludes or limits any liability which cannot lawfully be excluded or limited under Indian law, including liability for fraud or fraudulent misrepresentation, for death or personal injury caused by negligence, or under the Consumer Protection Act, 2019 where it applies.

Subject always to Clause 12.4, we shall not be liable to you, whether in contract, tort (including negligence), breach of statutory duty or otherwise, for any of the following arising out of or in connection with your use of, or inability to use, the Website or reliance on any content published on it:

1. (a)loss of profit, revenue, business, contracts, anticipated savings, or opportunity;
2. (b)loss of or corruption of data;
3. (c)loss of goodwill or reputational harm; or
4. (d)any indirect, special, incidental, punitive or consequential loss, in each case whether or not foreseeable and whether or not we were advised of the possibility of such loss.

Subject always to Clause 12.4, our aggregate liability to you arising out of or in connection with the Website and these Terms, in respect of all claims in aggregate, shall not exceed the greater of (a) the total amount, if any, paid by you to us in connection with your use of the Website in the twelve (12) months preceding the event giving rise to the claim, and (b) INR 10,000 (Rupees Ten Thousand only). The parties agree this represents a genuine and reasonable pre-estimate and allocation of risk, having regard to the fact that the Website is made available free of charge, that no consideration passes from you to us, and that no engagement or client relationship arises from it.

You acknowledge that the limitations in this Clause 12 are reasonable having regard to the fact that the Website is provided without charge, that no engagement or client relationship arises from it, and that liability arising from any engagement is separately and specifically addressed in the Engagement Documents.

Nothing in these Terms operates to exclude or limit our liability for: (a) fraud or fraudulent misrepresentation; (b) death or personal injury caused by our negligence; (c) wilful misconduct or gross negligence; (d) any liability arising under the Digital Personal Data Protection Act, 2023 or other data protection law; (e) any liability which cannot lawfully be excluded or limited; or (f) any statutory liability under the Consumer Protection Act, 2019 where that Act applies to you.

Each provision of this Clause 12 operates separately. If any part is held to be unenforceable, the remaining parts continue in effect.

You shall indemnify and hold harmless Worksmith, its directors, officers, employees and agents from and against all losses, liabilities, damages, claims, proceedings, costs and expenses (including reasonable legal fees) arising out of or in connection with (a) your breach of these Terms; (b) your misuse of the Website; (c) your infringement of any intellectual property or other right of any person; or (d) your violation of any applicable law.

This indemnity does not apply to the extent that the loss arises from our own fraud, wilful misconduct or gross negligence.

We shall not be in breach of these Terms, nor liable for any failure or delay in performance, arising from any cause beyond our reasonable control, including act of God, flood, fire, epidemic or pandemic, war, civil unrest, terrorist action, act of government or regulator, failure of public telecommunications or internet infrastructure, power failure, cyber-attack, or the act or omission of any third-party service provider.

We may suspend or terminate your access to the Website at any time, without notice and without liability, where we reasonably believe you have breached these Terms or where suspension is necessary to protect the Website, our other users, or our legitimate interests.

Clauses 3, 6, 7, 9, 11, 12, 13, 16, 17 and 18 survive termination.

These Terms, their subject matter and their formation, and any non-contractual obligations arising out of or in connection with them, are governed by and construed in accordance with the laws of India.

Subject to Clause 16.3, the courts at Hyderabad, Telangana shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these Terms.

Arbitration. Any dispute arising out of or in connection with these Terms which is not resolved by good-faith discussion within thirty (30) days of written notice may be referred by either party to, and shall be finally resolved by, arbitration under the Arbitration and Conciliation Act, 1996. The tribunal shall consist of a sole arbitrator appointed by mutual agreement of the parties; failing agreement within thirty (30) days of a party’s written proposal, the arbitrator shall be appointed on application under Section 11 of that Act. Neither party may unilaterally appoint the arbitrator. The seat and venue of arbitration shall be Hyderabad, Telangana, and the language shall be English. The award shall be final and binding, and each party shall bear its own costs unless the tribunal directs otherwise.

Nothing in Clause 16.3 prevents either party from applying to a court of competent jurisdiction for urgent interim or injunctive relief.

Consumer rights preserved. Nothing in this Clause 16 restricts or excludes the right of a person who qualifies as a consumer under the Consumer Protection Act, 2019 to approach the appropriate consumer commission, or requires such a person to arbitrate. Nothing in these Terms limits the time within which either party may enforce its rights, and no provision shall be construed as extinguishing any right on expiry of a period shorter than that allowed by the Limitation Act, 1963.

Worksmith is not an intermediary within the meaning of Section 2(1)(w) of the Information Technology Act, 2000, and does not host, transmit or store information provided by third parties. Nevertheless, as a matter of good practice, we make available the following point of contact for any grievance concerning the Website or its content:

Grievance Officer

Grievance Officer, Worksmith Solutions Private Limited

Email

contact@worksmith.tech

Telephone

+91 90309 99860

Address

Flat No 207, ND 1, Puppalaguda, Myscape Rd, Gachibowli, Seri Lingampally, K.V. Rangareddy – 500032, Telangana, India

Grievances will be acknowledged on receipt and we will endeavour to resolve them within thirty (30) days. Grievances concerning personal data are dealt with under Clause 13 of the Privacy Policy and within the period stated there.

This Clause records a voluntary service commitment. It does not constitute an admission that Worksmith is an intermediary or a significant social media intermediary, and does not attract the obligations applicable to such entities.

Entire agreement. These Terms and the Privacy Policy constitute the entire agreement between you and us in relation to your use of the Website and supersede all prior understandings, save that nothing in this Clause limits liability for fraudulent misrepresentation.

Severability. If any provision is held invalid, illegal or unenforceable, it shall be severed or read down to the minimum extent necessary, and the remaining provisions shall continue in full force.

No waiver. No failure or delay by us in exercising any right operates as a waiver of it.

Assignment. You may not assign or transfer your rights under these Terms. We may assign or transfer ours without your consent, including in connection with a merger, acquisition or sale of assets.

No partnership or agency. Nothing in these Terms creates a partnership, joint venture, agency or employment relationship between you and us.

Third-party rights. A person who is not a party to these Terms has no right to enforce any of them.

Language. These Terms are drawn up in English, which shall be the governing language for all purposes.

Notices. Any legal notice to Worksmith must be in writing and delivered to the registered office at Flat No 207, ND 1, Puppalaguda, Myscape Rd, Gachibowli, Seri Lingampally, K.V. Rangareddy – 500032, Telangana, India, with a copy by email to contact@worksmith.tech. Notice by email alone is not valid service. Any notice to you may be sent to the email address you have supplied to us.

Electronic acceptance. These Terms are an electronic record within the meaning of the Information Technology Act, 2000, generated by a computer system, and do not require any physical or digital signature to be binding.