TERMS & CONDITIONS
These terms and conditions (the "General Terms") apply to you (the "Customer", "you" and "yours") when you use the online RFS Financial Services account services (whether on a trial period or monthly paid subscription) (the "Services") on our website www.rfinancialservices.com (the "Site").
In the General Terms, unless the context otherwise requires, the following words and expressions shall have the following meanings:
All references to Clauses are, unless otherwise expressly stated, references to the Clauses of these General Terms.
The headings in the General Terms are inserted for convenience only and shall be ignored in construing the General Terms.
References to statutory provisions shall be construed as references to those provisions as amended, consolidated, extended or re-enacted from time to time.
The General Terms take effect from the date you begin using the Services and subject to Clause 7(Termination) shall continue in effect for the duration of your use of the Services.
For a WINDOW BASED software the SOFTWARE VENDOR is not looses his DATA beacuse of system crash down. It complies with any and all instructions provided to the Customer by RFS Financial Services relating to the Service;
Kindly do not use the Services for any immoral or illegal purpose or in any way that would bring RFS Financial Services into disrepute;
procure that its officers and employees co-operate with RFS Financial Services Pvt. Ltd its agents and sub-contractors in carrying out the Services; and
be responsible for any and all applicable sales, use, excise, value added or other taxes and duties and any other fees, charges or payments payable to any governmental or regulatory authority, body or organization incurred as a result of or in connection with the use by the Customer of the Services.
Pricing and payment
For the purposes of these General Terms references to "Fees" shall mean the fee as posted on our Site from time to time and applicable in respect of your subscription to RFS Financial Services Pvt. Ltd
In consideration of the supply of the Service, the Customer agrees to pay RFS Financial Services the Fee in accordance with the payment terms advertised on the Site at the relevant time. Unless otherwise expressly stated, all prices are exclusive of value added tax.
RFS Financial Services shall send an electronic receipted invoice to the Customer upon receipt by RFS Financial Services of the relevant payment.
Without prejudice to any other right or remedy it may have, RFS Financial Services reserves the right to set off any amount owing to it at any time from the Customer against any amount payable by RFS Financial Services to the Customer under or in connection with the General Terms.
If the Customer fails to pay any amount payable by it under the General Terms then RFS Financial Services reserves the right to restrict access the Services until payment is made.
Intellectual property rights
For the purposes of these General Terms references to the "Intellectual Property Rights" shall mean all patents, rights to inventions, copyright and related rights, trade marks and trade names, rights to goodwill or to sue for passing off, rights in designs, database rights, rights in confidential information (including without limitation know-how) and any other intellectual property rights, in each case whether registered or unregistered and including all applications (or rights to apply) for, and renewals or extensions of, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
The Customer acknowledges and agrees that all Intellectual Property Rights existing or arising in any materials, know-how, specifications, inventions, processes, software, data or information supplied by RFS Financial Services under or in connection with the General Terms shall at all times belong to and remain vested in RFS Financial Services or its licensors and, save as expressly provided hereunder, no proprietary rights or any other rights whatsoever are assigned, granted or shall otherwise pass to the Customer.
RFS Financial Services shall indemnify the Customer against any claim (including, without limitation, any losses and liabilities arising out of such claim but excluding any indirect, special or consequential loss or loss of profits, revenue or goodwill) that the Customer's use of the Service in accordance with the General Terms infringes the Intellectual Property Rights of any third party, provided the Customer:
- promptly notifies RFS Financial Services in writing of any such claim and not making any admissions of liability or settling any such claim without Foison Technology Solution Pvt. Ltd.'s prior written consent;
- allows RFS Financial Services request and expense to solely conduct all negotiations and litigation resulting from any such claim; and
- at the request and expense of RFS Financial Services gives all reasonable assistance with such negotiations or litigation.
- Clause out RFS Financial Services entire liability to the Customer in respect of the infringement of the Intellectual Property Rights of any third party.
If any claim is made against RFS Financial Services or the Customer alleging that the Customer's use of the Service infringes the Intellectual Property Rights of a third party and the Customer's use of the Services is not in accordance with the General Terms, RFS Financial Services shall not be responsible and shall be entitled:
- to require the Customer to cease using the Service until otherwise notified by RFS Financial Services in writing, and
- to require the Customer to indemnify RFS Financial Services against any direct or consequential claim which may be brought against RFS Financial Services by a third party.
- The Customer undertakes to notify RFS Financial Services promptly of any infringement of the Intellectual Property Rights referred to in Clause 6.5 of which the Customer is or becomes aware and to render to RFS Financial Services and relevant licensors all reasonable assistance in relation to any action, suit or proceeding taken by RFS Financial Services and/or its relevant licensors in respect of such infringement.
The Customer shall be deemed to have terminated the General Terms if:
The Customer does not elect to subscribe to the Services at the end of any trial period advertised on the Site; and/or
The Customer cancels their subscription to the Service or fails to pay RFS Financial Services for a subsequent renewal.
RFS Financial Services may terminate the General Terms at any time by giving the Customer not less than one (1) month's prior notice by email.
Without prejudice to its other rights and remedies, either party may, by written notice to the other, terminate the General Terms with immediate effect if the other party:
Subject to Clause 7.4, commits a material breach of the General Terms and shall, in the case of any remediable breach, fail to remedy the same within 14 business days of receipt of a written notice from the non-breaching party requiring such remedy; and/or
B) is unable to pay its debts (within the meaning of Section 123 of the Insolvency Act 1986) or otherwise becomes insolvent or an order is made or a resolution passed for the administration, winding-up or dissolution of the other party (other than for the purposes of a solvent amalgamation or reconstruction) or an administrative or other receiver, manager, liquidator, administrator, trustee or similar officer is appointed over all or any substantial part of the other party's assets or the other party enters into or proposes any composition or arrangement with its creditors generally or anything analogous to the foregoing occurs in any applicable jurisdiction or if it ceases to trade or threatens to cease to trade.
C) For the avoidance of doubt, failure by the Customer to pay any Fees due to RFS Financial Services in full in cleared funds by the due date shall constitute a material breach of the General Terms. Failure by the Customer to pay the Fees to RFS Financial Services in cleared funds by the due date on more than two occasions shall entitle RFS Financial Services to terminate the General Terms forthwith on giving written notice to the Customer.