# Master Services Agreement
Effective from 28 April 2026. Version 1.0.0.
This Master Services Agreement (this "**Agreement**") is entered into between **ElevateFinance Private Limited**, a private limited company incorporated under the Companies Act 2013 with its principal place of business in Bengaluru, Karnataka ("**ElevateFinance**", "**we**", or "**us**"), and the legal entity that has accepted this Agreement by clicking "I accept", by electronic signature within the Platform, or by remitting payment of the first invoice issued under it (the "**Customer**", "**you**", or "**your**"). Each is a "**Party**" and together the "**Parties**".
## 1. Definitions
In this Agreement, capitalised terms have the meanings set out below; all other terms carry their ordinary commercial meaning.
1.1 "**Affiliate**" means an entity that controls, is controlled by, or is under common control with a Party, where "control" means ownership of fifty percent (50%) or more of the voting securities or the power to direct management.
1.2 "**Applicable Law**" means every law, rule, regulation, guideline, notification, circular, order, judgment, or directive in force in India and applicable to a Party's performance under this Agreement, including the Indian Contract Act 1872, the IT Act 2000 read with the rules made thereunder, the DPDP Act 2023, the Income-tax Act 1961, the CGST Act 2017, the Chartered Accountants Act 1949 read with the ICAI Code of Ethics (including the revised Code in force from April 2026), the Consumer Protection Act 2019, the Prevention of Money Laundering Act 2002, and the Prevention of Corruption Act 1988.
1.3 "**Customer Data**" means all data, content, and information that the Customer or any End-User uploads, transmits, or otherwise causes to be processed through the Platform, including PAN, Form 16, Form 26AS, AIS, TIS, bank-statement metadata, investment statements, and any other financial or personal information.
1.4 "**Documentation**" means the user-facing technical documentation ElevateFinance publishes from time to time at the Platform's documentation portal.
1.5 "**End-User**" means an individual whom the Customer has authorised to use the Platform, including the Customer's employees, partners, articled clerks, and the Customer's clients whose tax filings are prepared through the Platform.
1.6 "**Fees**" means the amounts set out in the Order Form, comprising the one-time setup fee, the annual platform fee, and the per-filing commission, as adjusted from time to time under clause 8.
1.7 "**Order Form**" means the in-Platform tier-acceptance flow or written order form through which the Customer subscribes to a tier (STARTER, GROWTH, PRO, or ENTERPRISE).
1.8 "**Platform**" means the white-label software-as-a-service offering operated by ElevateFinance and accessible at the Customer's tenant subdomain (`<slug>.elevatefinance.co`), at any custom domain configured under clause 4.4, and through the iOS, Android, macOS, and Windows applications ElevateFinance publishes.
1.9 "**Personal Data**", "**Processed**", "**Processing**", "**Process**", "**Data Fiduciary**", and "**Data Processor**" have the meanings given to those terms in the DPDP Act 2023.
1.10 "**Subscription Term**" means the period commencing on the Effective Date set out in the Order Form and continuing for the period set out in that Order Form (twelve months unless otherwise specified), as renewed under clause 13.1.
1.11 "**Working Day**" means a day other than a Saturday, Sunday, or a declared public holiday in Bengaluru, Karnataka.
## 2. Right to Use the Platform
2.1 Subject to the Customer's continuing compliance with this Agreement, the Acceptable Use Policy, the Data Processing Agreement, and the timely payment of Fees, ElevateFinance grants the Customer a non-exclusive, non-transferable, non-sublicensable right during the Subscription Term to access and use the Platform for the Customer's internal business operations and for the preparation, review, and filing of returns under the Income-tax Act 1961 and allied statutes for and on behalf of the Customer's End-Users.
2.2 The Customer may permit its End-Users to use the Platform under the Customer's tenant context, provided that (a) the Customer remains responsible for every End-User's compliance with this Agreement and (b) the count and tier of End-User accounts does not exceed the entitlements of the Order Form.
2.3 The Customer shall not, and shall not permit any End-User or third party to (a) reverse engineer, decompile, or disassemble the Platform; (b) remove or alter any proprietary notice on any deliverable; (c) use the Platform to provide a competing service to a third party; or (d) use the Platform other than for the purposes set out in this Agreement.
2.4 Nothing in this Agreement transfers any title in or to the Platform, the Documentation, the Citation Library, the Computation Engine, the audit-action vocabulary, the receipt-signer infrastructure, or any software, code, or data made available by ElevateFinance.
## 3. ElevateFinance's Obligations
3.1 ElevateFinance shall provide the Platform in substantial conformity with the Documentation and with the Service Level Agreement applicable to the Customer's tier.
3.2 ElevateFinance shall maintain commercially reasonable technical and organisational security measures, as further described in the Privacy Policy and the Data Processing Agreement.
3.3 ElevateFinance is registered with the Income Tax Department of India as an e-Return Intermediary of Type 2 (software-via-API). The Customer remains responsible for signing every return with its own Digital Signature Certificate; ElevateFinance does not file or sign returns on the Customer's behalf.
3.4 ElevateFinance is a software vendor and is not itself a Chartered Accountant firm. ElevateFinance does not give tax, legal, financial, or investment advice. The Platform produces software-driven calculations and citations to the Income-tax Act 1961 and allied statutes; the Customer remains solely responsible for verifying every calculation and citation before acting on it. The Disclaimer applies in full.
## 4. Customer Obligations and Representations
4.1 The Customer shall use the Platform only in accordance with the Acceptable Use Policy and Applicable Law.
4.2 In respect of Personal Data processed through the Platform on the Customer's behalf, the Customer is the Data Fiduciary and ElevateFinance acts as Data Processor on the terms set out in the Data Processing Agreement.
4.3 The Customer shall ensure that every End-User has given all consents required under Applicable Law (including the DPDP Act 2023) for ElevateFinance to Process the End-User's Personal Data as Data Processor for the purposes set out in the Data Processing Agreement.
4.4 On the PRO tier and above, the Customer may configure a custom domain (e.g. `portal.<firm>.com`) to serve the Platform under the Customer's brand. The Customer represents that it owns or is duly authorised to use that domain and shall provide the DNS records required by ElevateFinance.
4.5 The Customer shall maintain a current ICAI Certificate of Practice for the partner-in-charge or relevant practising members and shall comply with the ICAI Code of Ethics in all communications, advertising, and tenant-authored content displayed through the Platform. ElevateFinance may suspend any tenant-authored content that ElevateFinance reasonably believes to be inconsistent with the ICAI Code of Ethics.
4.6 The Customer represents and warrants that (a) it is duly organised and validly existing under Indian law, (b) it is a commercial purchaser within the meaning of Section 2(7) of the Consumer Protection Act 2019 and not a "consumer" thereunder, (c) the individuals executing this Agreement on its behalf are duly authorised, (d) it is not a designated person under the Prevention of Money Laundering Act 2002, the Unlawful Activities (Prevention) Act 1967, or any sanctions regime to which ElevateFinance is subject, and (e) it shall not offer or accept any bribe, kickback, or improper payment in connection with this Agreement.
## 5. Platform-Admin Reservation
5.1 The Customer acknowledges and irrevocably consents that ElevateFinance maintains a single "PLATFORM_RESERVED" administrative role within the Customer's tenant, occupied by a single ElevateFinance service identity across all tenants. The role exists for security incident response, mandatory maintenance, regulatory compliance, and platform integrity.
5.2 The Customer shall not remove, demote, or otherwise impair the PLATFORM_RESERVED role. The Platform refuses such attempts at the procedure boundary and writes an audit row visible in the Customer's own tenant audit log on every refusal. Any attempt to circumvent this reservation, including by direct database access, is a material breach.
5.3 ElevateFinance shall use the PLATFORM_RESERVED role only for the purposes in clause 5.1 and shall log every such use in the Customer's tenant audit log.
## 6. Tenant-Owner Cap
6.1 The Customer's tenant shall maintain at least one and at most two OrgMember rows with the role of "OWNER" and the kind of "TENANT". A promotion that would create a third Owner is refused at the procedure boundary.
6.2 Where the Customer is on the ENTERPRISE tier, ElevateFinance may, on written request and on terms ElevateFinance reasonably approves, raise the cap on a per-tenant basis.
## 7. Subscription Tier and Trial
7.1 The Customer's tier is set out in the Order Form. The Customer may upgrade to a higher tier through the Platform; the new tier takes effect at the next billing cycle and the next invoice reflects the new tier.
7.2 Downgrades are not effected through the Platform's self-service surface and require ElevateFinance's prior written approval.
7.3 If the Order Form selects "TRIAL_FIRST", the Customer's first thirty (30) days are a no-fee trial subject to the included filing caps published by ElevateFinance. The trial converts to a paid subscription automatically at the end of the trial unless the Customer cancels in writing before the trial end date. There is no free-of-charge tier.
## 8. Fees, Invoicing, Payment, and Tax
8.1 The Customer shall pay (a) the one-time setup fee on the Effective Date, (b) the annual platform fee in advance for each Subscription Term, and (c) the per-filing commission monthly in arrears based on the rolled-up FilingCommissionLedger for the closing period.
8.2 Every invoice carries a tenant-scoped sequential identifier in the format `ELEV/{yy}-{yy+1}/{seq:04d}` (e.g. `ELEV/2026-27/0001`) and is signed with HMAC-SHA256 over its canonical body for tamper-evidence.
8.3 GST is added to every invoice at the rate notified under the CGST Act 2017 read with the IGST Act 2017, with intra-state supplies bearing CGST + SGST and inter-state supplies bearing IGST, in each case based on the place of supply.
8.4 Fees are exclusive of withholding tax, TDS, or any other tax payable by the Customer; the Customer shall furnish a TDS certificate where applicable, and any TDS deducted shall be set off against the invoice as required by Applicable Law.
8.5 All Fees are due within fourteen (14) days of the invoice date. The Customer waives any right of set-off against ElevateFinance's invoices.
8.6 Late-payment Fees attract interest at the lower of (a) 1.5% per month or (b) the maximum rate permitted by Applicable Law, computed from the day after the invoice's due date.
8.7 The Platform's dunning state machine applies the following escalations to any unpaid invoice: 7 days past due - SOFT_REMINDER; 14 days - HARD_REMINDER; 21 days - tenant SUSPENDED in PAYMENT_PAST_DUE; 30 days - tenant CHURNED; 120 days from due date - tenant PURGED with deterministic null-token overwrite of PII columns. Payment in full at any time before CHURN restores service.
8.8 ElevateFinance may revise the Fees on no less than ninety (90) days' written notice. Revised Fees take effect at the start of the next Subscription Term. The Customer's sole remedy for a Fee revision the Customer disagrees with is non-renewal under clause 13.1.
8.9 If the rate of GST or any other tax applicable to the supply changes, the Fees stand adjusted to maintain the net consideration to ElevateFinance, in accordance with Section 15 of the CGST Act 2017.
## 9. Razorpay Route and Tenant Payouts
9.1 The Customer may, at its option, onboard as a Razorpay Route Linked Account under ElevateFinance's master account to accept payments from its End-Users under the Customer's brand.
9.2 Where Razorpay Route is enabled, every order created carries a transfer to the Customer's Linked Account for the gross amount net of the platform fee in basis points (`razorpayPlatformFeeBps`) agreed in the Order Form.
9.3 KYC, PAN, GSTIN, bank verification, and SEBI/RBI declarations remain entirely between the Customer and Razorpay. ElevateFinance does not see or hold the Customer's bank credentials.
9.4 Refunds and chargebacks initiated by an End-User are processed through the Customer's Linked Account by construction. ElevateFinance is not liable for any refund or chargeback to an End-User.
## 10. Intellectual Property
10.1 ElevateFinance retains all right, title, and interest in and to the Platform, the Documentation, the Citation Library, the Computation Engine, the audit-action vocabulary, the receipt-signer infrastructure, and any improvement, derivative work, configuration, or feedback contributed by the Customer.
10.2 The Customer retains all right, title, and interest in and to Customer Data and the Customer's brand assets uploaded through the Platform. The Customer grants ElevateFinance a worldwide, royalty-free, non-exclusive licence to Process Customer Data and to display the Customer's brand assets solely as required to provide the Platform.
10.3 Anonymised, aggregated usage statistics derived from the Customer's use of the Platform may be used by ElevateFinance to improve the Platform, provided that no statistic shall identify the Customer or any End-User.
## 11. Confidentiality
11.1 Each Party shall hold the Confidential Information of the other in confidence, use it solely for the purposes of this Agreement, and protect it with at least the same care it uses for its own similar information (and in any event no less than commercially reasonable care).
11.2 Confidential Information does not include information that (a) is or becomes generally known other than by breach of this clause, (b) was known to the receiving Party before disclosure, (c) is independently developed without reference to the disclosing Party's information, or (d) is required to be disclosed by Applicable Law, in which case the receiving Party shall give prompt notice (where lawful) so the disclosing Party can seek protective relief.
11.3 The obligations in this clause survive termination for five (5)
years.
## 12. Suspension
ElevateFinance may suspend the Platform in whole or in part on the
following grounds:
(a) **Payment past due** beyond the dunning timeline in clause 8.7 - suspension at twenty-one (21) days past due, automatic resumption on payment in full.
(b) **Breach of the Acceptable Use Policy** - immediate suspension and a five (5) Working Day cure period.
(c) **Compliance hold** - on receipt of a regulatory directive or a
credible report of illegality - immediate suspension pending
investigation.
(d) **Administrative hold** - at ElevateFinance's reasonable discretion where there is risk of material harm to ElevateFinance, the Platform, or any third party - immediate suspension and written explanation within two (2) Working Days.
The Customer remains responsible for Fees during a suspension under (a). Under (b), (c), or (d), Fees are pro-rated against the suspension period if the suspension lasts longer than fourteen (14) days and the cause is determined to have been without fault of the Customer.
## 13. Term and Termination
13.1 This Agreement commences on the Effective Date and continues for the Subscription Term, automatically renewing for successive terms of equal length unless either Party gives written notice of non-renewal at least sixty (60) days before the current term ends.
13.2 Either Party may terminate this Agreement for material breach by giving thirty (30) days' written notice and a thirty (30) day cure period; a material breach incapable of cure may be terminated for cause on written notice without a cure period.
13.3 ElevateFinance may terminate this Agreement immediately on written notice if the Customer (a) becomes the subject of an insolvency proceeding under the Insolvency and Bankruptcy Code 2016, (b) loses an essential professional licence (such as the ICAI Certificate of Practice), or (c) is the subject of a regulatory order that prohibits the Customer from continuing to provide services through the Platform.
13.4 On termination: (a) the Customer's right to access the Platform ceases on the effective date of termination; (b) the Customer is entitled to a Customer-Data export through the DPDP self-service portability surface for ninety (90) days after termination; (c) ElevateFinance shall purge the Customer's Personal Data in accordance with the DPDP Act 2023 and the Data Processing Agreement, except where retention is required by Applicable Law (including the six-year retention under the Income-tax Act 1961 and the CGST Act 2017).
13.5 Termination shall not relieve the Customer of any Fee accrued before the date of termination, nor of any Fee that has become due and payable on or before that date.
## 14. Limitation of Liability
14.1 **Aggregate cap.** Notwithstanding any other term of this Agreement, ElevateFinance's aggregate liability arising out of or in connection with this Agreement, whether in contract, tort (including negligence), strict liability, breach of statutory duty, or any other theory, shall not exceed the lesser of:
(a) the Fees paid by the Customer to ElevateFinance during the twelve
(12) months immediately preceding the event giving rise to the
liability; or
(b) Indian Rupees Fifty Lakh (Rs 50,00,000).
14.2 **Excluded losses.** ElevateFinance shall not be liable for: (a) lost profits, lost revenue, loss of business opportunity, loss of goodwill, loss of customers, or loss of the use of any data (except as required by the DPDP Act 2023); (b) any indirect, incidental, consequential, special, exemplary, or punitive damages; (c) any failure of any third-party service that ElevateFinance relies on, including the Income Tax Department's APIs, the GSTN, NSDL, NPCI, Razorpay, Vercel, Neon, Cloudflare, Resend, or any sub-processor listed in the Sub-processor List; (d) any failure caused by Force Majeure under clause 17; (e) any inaccuracy in any government data source that ElevateFinance integrates with on a best-effort basis; or (f) any decision the Customer or any End-User makes in reliance on the Platform's output without independent professional verification.
14.3 **Carve-outs from cap.** The cap in clause 14.1 does not apply to (a) breach of confidentiality obligations under clause 11; (b) infringement of intellectual property rights of the other Party; (c) a Party's gross negligence or wilful misconduct; (d) a Party's indemnification obligations under clause 15; or (e) any liability that cannot be excluded or limited under Applicable Law.
14.4 **Genuine pre-estimate.** The Parties have negotiated the cap, the excluded losses, and the carve-outs as a genuine pre-estimate of the loss the breaching Party would otherwise face, in light of the Fees, the technical risk profile of a software-as-a-service offering, and the allocation of risk between the Parties. Both Parties accept the cap as reasonable compensation under Section 74 of the Indian Contract Act 1872 and as the exclusive financial remedy save for the carve-outs in clause 14.3.
14.5 **Failure of essential purpose.** This clause 14 applies notwithstanding the failure of essential purpose of any limited remedy.
## 15. Indemnification
15.1 **By ElevateFinance.** ElevateFinance shall defend the Customer and its directors, officers, partners, and employees against any third-party claim alleging that the Platform, as provided by ElevateFinance and used by the Customer in accordance with this Agreement, infringes that third party's Indian intellectual property rights, and shall pay any final award or court-approved settlement, provided the Customer (a) gives prompt written notice, (b) gives ElevateFinance sole control of the defence and settlement, and (c) provides reasonable co-operation. ElevateFinance has no liability for any claim arising from (i) Customer Data, (ii) the Customer's modification of any deliverable, (iii) the combination of the Platform with any third-party offering not provided by ElevateFinance, or (iv) the Customer's use of the Platform in breach of this Agreement.
15.2 **By the Customer.** The Customer shall defend ElevateFinance and its directors, officers, employees, and contractors against any third-party claim arising from (a) the accuracy or completeness of Customer Data, (b) the Customer's or any End-User's breach of the Acceptable Use Policy or the ICAI Code of Ethics, (c) the Customer's or any End-User's misuse of the Platform, (d) any tax or regulatory liability of the Customer or any End-User vis-a-vis the Income Tax Department, the GSTN, or any other regulator, or (e) the Customer's breach of Applicable Law.
## 16. Governing Law and Dispute Resolution
16.1 This Agreement is governed by the laws of India, excluding its
conflict-of-laws principles.
16.2 The Parties shall first attempt to resolve any dispute through good-faith discussion between authorised executives within fifteen (15) Working Days of written notice.
16.3 Failing resolution under clause 16.2, the dispute shall be finally settled by arbitration under the Arbitration and Conciliation Act 1996, by a sole arbitrator appointed jointly by the Parties (or, on failure to agree within fifteen Working Days, by the Bangalore International Arbitration Centre under its rules). The seat and venue of arbitration shall be Bengaluru, Karnataka. The language shall be English. The arbitral award shall be final and binding.
16.4 Subject to clause 16.3, the courts at Bengaluru, Karnataka have
exclusive jurisdiction.
16.5 Either Party may apply to a court of competent jurisdiction for injunctive or other equitable relief without breaching this clause.
## 17. Force Majeure
17.1 Neither Party shall be liable for any failure or delay in performance caused by an event beyond its reasonable control, including acts of God, war, terrorism, civil unrest, governmental action, pandemics, public-internet outages, or sub-processor outages outside reasonable control.
17.2 Force Majeure does not relieve the Customer of any monetary obligation that has accrued before the Force Majeure event, save where the event has rendered such payment objectively impossible.
17.3 The affected Party shall give prompt written notice and use commercially reasonable efforts to mitigate.
## 18. Notices
All notices under this Agreement shall be in writing and may be sent by (a) registered post or speed post to the recipient's registered office, or (b) email to `legal@elevatefinance.co` for ElevateFinance and to the email of the Customer's primary OWNER for the Customer. Email notice is deemed given on the next Working Day in Bengaluru.
## 19. Miscellaneous
19.1 **Entire agreement.** This Agreement (together with the Order Form, the Acceptable Use Policy, the Data Processing Agreement, the Service Level Agreement, the Privacy Policy, the Refund Policy, the Cookie Policy, the Disclaimer, the Sub-processor List, and the Responsible Disclosure Policy) is the entire agreement between the Parties on the subject matter and supersedes any prior agreement.
19.2 **Amendment.** No amendment is effective unless in writing and signed by both Parties, save that ElevateFinance may amend the Documentation, the Privacy Policy, the Acceptable Use Policy, the Service Level Agreement, the Cookie Policy, the Disclaimer, and the Sub-processor List on no less than thirty (30) days' notice (or immediately, where required by Applicable Law); the Customer's continued use of the Platform after the notice period constitutes acceptance.
19.3 **Severability.** If any provision is held unenforceable, the remaining provisions continue in full force; the Parties shall substitute an enforceable provision that comes closest to the intent of the unenforceable provision.
19.4 **Waiver.** No waiver is effective unless in writing.
19.5 **Assignment.** The Customer may not assign this Agreement without ElevateFinance's prior written consent, save to an Affiliate or to the successor of substantially all of the Customer's business. ElevateFinance may assign this Agreement on written notice.
19.6 **Counterparts and electronic execution.** This Agreement may be executed in counterparts and electronically. The Parties acknowledge that an electronic acceptance - whether by clicking "I accept" within the Platform, by electronic signature, or by remitting payment of the first invoice - has the same legal effect as a hand-signed original under Section 10A of the IT Act 2000. The acceptance recorded against this document in the Platform's `LegalAcceptance` register is conclusive evidence of execution and binds the Customer to the specific version and content-hash captured at the time of acceptance.
19.7 **Stamp duty.** Any stamp duty payable on this Agreement under the Karnataka Stamp Act 1957 or any other Stamp Act of an Indian state shall be borne by the Customer.
19.8 **Independent contractors.** The Parties are independent contractors. Nothing in this Agreement creates any partnership, joint venture, or agency relationship.
19.9 **No third-party beneficiaries.** This Agreement is for the
benefit of the Parties only and confers no right or benefit on any
third party.
19.10 **Survival.** Clauses 8 (in respect of Fees accrued), 10, 11, 13.4, 14, 15, 16, and any other clause that by its nature is intended to survive shall survive termination.
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By accepting this Agreement, the Customer represents that the individuals doing so are duly authorised, that the Customer has read and understood every term, and that the Customer is bound from the moment of acceptance.
For ElevateFinance Private Limited:
By: \***\*\*\*\*\*\*\***\_\_\_\_\***\*\*\*\*\*\*\*** Title: \***\*\*\*\*\*\*\***\_\_\_\_\***\*\*\*\*\*\*\*** Date: \***\*\_\_\*\***
For the Customer:
By: \***\*\*\*\*\*\*\***\_\_\_\_\***\*\*\*\*\*\*\*** Title: \***\*\*\*\*\*\*\***\_\_\_\_\***\*\*\*\*\*\*\*** Date: \***\*\_\_\*\***