Terms and Conditions
Last updated: [EFFECTIVE DATE]
These Terms and Conditions ("Terms") govern your access to and use of the DiligenceReady websites at diligenceready.in and app.diligenceready.in and the related services (together, the "Services"), operated by [LEGAL ENTITY NAME] ("DiligenceReady", "we", "us", or "our").
By creating an account, ticking the acceptance box at sign up, or otherwise using the Services, you agree to these Terms and to our Privacy Policy. If you do not agree, do not use the Services.
This document is a working draft. It must be reviewed and finalised by qualified legal counsel before it is relied upon. Bracketed values marked like [THIS] are placeholders you need to complete.
1. Definitions
"You" and "your" mean the individual using the Services and, where applicable, the organisation on whose behalf you act. "Content" means any data, documents, files, text, or other material you or your organisation submit to the Services. "Workspace" means an organisation's readiness environment within the Services.
2. Eligibility and authority
You must be at least 18 years old to use the Services. The Services are intended for business use. If you use the Services on behalf of an organisation, you represent that you are authorised to bind that organisation to these Terms, and "you" includes that organisation.
3. The Services
DiligenceReady helps Indian MSMEs and their advisors prepare for due diligence. Depending on your plan and stage of the product, the Services may include a readiness checklist, a workspace to organise evidence, tools to attach and manage documents, notes, guidance content, and, where available, reviewer and Q and A features. The Services are provided during an early access and alpha period and may change, and features may be added, modified, or removed.
The Services help you organise and assess readiness. They do not provide legal, financial, tax, accounting, or investment advice, and any readiness score, guidance, or checklist is informational only. You are responsible for your own decisions and for obtaining professional advice where appropriate.
4. Accounts and security
You are responsible for the accuracy of the information you provide, for keeping your login credentials confidential, and for all activity under your account. Notify us promptly at [support@diligenceready.in] if you suspect any unauthorised use. We may suspend or terminate accounts that we reasonably believe are being used in breach of these Terms.
5. Your Content and responsibilities
As between you and us, you and your organisation own your Content. You grant us a limited, non exclusive, royalty free licence to host, store, process, transmit, and display your Content solely to provide and improve the Services and as permitted by the Privacy Policy.
You are solely responsible for your Content, including for having all necessary rights and a lawful basis to upload it. Diligence documents often contain personal data of third parties, such as promoters, directors, employees, or customers. You represent that you are authorised to share such data with the Services and that doing so does not violate any law or any duty of confidentiality. You must not upload Content that is unlawful, infringing, or that you are not permitted to share.
Where your workspace is connected to Google Drive, your documents are stored in your organisation's own Google Drive account. You are responsible for your Google account, its security, and its settings, and your use of Google Drive is subject to Google's terms.
6. Acceptable use
You agree not to:
- Use the Services in violation of any law or regulation.
- Upload or transmit malware, or attempt to gain unauthorised access to the Services, other accounts, or our systems.
- Interfere with or disrupt the integrity or performance of the Services.
- Reverse engineer, copy, or create derivative works of the Services except to the extent permitted by law.
- Use the Services to infringe intellectual property or privacy rights, or to store or transmit unlawful, harassing, or fraudulent material.
- Resell, sublicense, or provide the Services to third parties except as expressly permitted.
7. Third party services
The Services integrate with third party services, including Google Drive and others described in the Privacy Policy. Your use of those services is governed by their own terms and policies. We are not responsible for third party services, and their availability may affect the Services.
8. Fees and plans
Some features may be offered free of charge during the early access period. Where paid plans apply, the fees, billing cycle, and payment terms will be presented to you before you subscribe, and you agree to pay them. Unless stated otherwise, fees are exclusive of taxes, which you are responsible for. We may change our fees on reasonable notice.
9. Intellectual property
The Services, including the software, design, checklists, guidance content, and trademarks, are owned by us or our licensors and are protected by law. Except for the limited rights expressly granted to you to use the Services, no rights are transferred to you. Your Content is not our intellectual property, and this section does not affect your ownership of it.
10. Confidentiality
We understand that the Services involve sensitive information. We will treat your non public Content as confidential and will not disclose it except as needed to provide the Services, as described in the Privacy Policy, or as required by law. Likewise, you agree to keep confidential any non public information about the Services that we share with you.
11. Disclaimers
The Services are provided on an "as is" and "as available" basis, without warranties of any kind, whether express or implied, including any implied warranties of merchantability, fitness for a particular purpose, and non infringement. We do not warrant that the Services will be uninterrupted, error free, or secure, or that any readiness assessment will result in a successful transaction. The Services are an aid to preparation and do not guarantee any outcome.
12. Limitation of liability
To the maximum extent permitted by law, we will not be liable for any indirect, incidental, special, consequential, or punitive damages, or for any loss of profits, revenue, data, goodwill, or business opportunity, arising out of or related to your use of the Services. To the maximum extent permitted by law, our total aggregate liability arising out of or related to the Services will not exceed the greater of the amounts you paid us for the Services in the [twelve] months before the event giving rise to the claim, or [INR AMOUNT]. Nothing in these Terms limits liability that cannot be limited under applicable law.
13. Indemnification
You agree to indemnify and hold us harmless from any claims, damages, liabilities, and expenses (including reasonable legal fees) arising out of your Content, your use of the Services, or your breach of these Terms or of any law or third party right.
14. Suspension and termination
You may stop using the Services and delete your account at any time. We may suspend or terminate your access if you breach these Terms, if required by law, or if we discontinue the Services. On termination, your right to use the Services ends. We will make your Content available for export for a reasonable period where practicable, after which we may delete it in line with the Privacy Policy. Sections that by their nature should survive termination will survive.
15. Changes to the Services and to these Terms
We may modify the Services and these Terms from time to time. When we make material changes to these Terms, we will update the date above and, where appropriate, notify you through the Services or by email. Your continued use of the Services after the changes take effect means you accept the revised Terms.
16. Governing law and dispute resolution
These Terms are governed by the laws of India. Subject to any right to approach a data protection authority, the courts at [CITY, STATE] will have exclusive jurisdiction over any dispute arising out of or relating to these Terms or the Services, and you consent to that jurisdiction. [If you intend to require arbitration, set out the arbitration clause here.]
17. Miscellaneous
These Terms, together with the Privacy Policy, are the entire agreement between you and us regarding the Services. If any provision is held unenforceable, the remaining provisions will remain in effect. Our failure to enforce a provision is not a waiver. You may not assign these Terms without our consent, and we may assign them in connection with a merger, acquisition, or sale of assets. We are not liable for delays or failures caused by events beyond our reasonable control. Notices to you may be given through the Services or by email.
18. Contact us
Questions about these Terms can be sent to:
- Email: [support@diligenceready.in]
- Address: [LEGAL ENTITY NAME], [REGISTERED ADDRESS]