Terms and conditions

This document is an electronic record in terms of the Information Technology Act, 2000, the Digital Personal Data Protection Act, 2023, and the rules made thereunder, as applicable and as amended from time to time. This electronic record is generated by a computer system and does not require any physical or digital signatures.

Prayosha Food Services Private Limited, a private limited company incorporated under the laws of India (“Company”, “We”, “Us”, “Our”), manages and operates Munshi, including the domain name gomunshi.ai, all linked pages, features and content, the Munshi application and its integration with TallyPrime, application programming interfaces, dashboards, reports, and any other services offered from time to time in connection therewith (collectively, the “Platform”).

These Terms and conditions (“Terms”) govern your access to and use of the Platform. By accessing or using the Platform, creating an account, or clicking “I Agree”, you expressly agree to be bound by these Terms, the Company’s Privacy policy, and any other policies published by the Company from time to time. If you do not agree to these Terms, you must not access or use the Platform. Acceptance of these Terms by any one Authorised User of a Customer shall be deemed to be accepted by and binding on that Customer and all of its Authorised Users.

These Terms are supplementary to, and should be read in conjunction with, any Service Agreement entered into between the Company and the Customer. In the event of any conflict between these Terms and the Service Agreement, the Service Agreement shall prevail to the extent of the inconsistency.

PLEASE READ THESE TERMS CAREFULLY BEFORE ACCESSING OR USING THE PLATFORM.

1. Definitions

In these Terms, unless the context otherwise requires, the following words and expressions shall have the meanings set out below:

“Authorised User” means an individual designated by the Customer to access and operate the Platform on behalf of the Customer, including without limitation accountants, bookkeepers, finance personnel and management representatives.

“Confidential Information” means all non-public information disclosed by either party to the other, whether orally, in writing, electronically or by any other means, including without limitation software source code, algorithms, system architecture, APIs, pricing structures, business strategies, customer information, financial records, trade secrets, know-how, and any other proprietary information.

“Customer” means the organisation, whether a sole proprietor, firm, company, corporation, partnership, trust, institution or other body, including its branch offices or any other location from where it functions, that has licensed the Platform from the Company.

“Customer Data” means the accounting and business data that the Customer submits to, or authorises the Platform to read from, TallyPrime or otherwise — including invoices, bank statements, ledger and item masters, voucher entries and tax details.

“Data Protection Laws” means the Digital Personal Data Protection Act, 2023, the Information Technology Act, 2000 (including the Information Technology (Reasonable Security Practices and Procedures and Sensitive Personal Data or Information) Rules, 2011), and all rules, regulations, notifications, guidelines and directions made thereunder, as amended from time to time.

“Intellectual Property” means all patents, copyrights, trademarks, service marks, trade names, trade secrets, design rights, moral rights, database rights, domain names, know-how, inventions, and all other intellectual property rights (whether registered or unregistered) subsisting anywhere in the world.

“Personal Data” means any data relating to an identified or identifiable natural person, and any other data classified as personal data or sensitive personal data under the Data Protection Laws.

“Platform Content” means all information, text, images, graphics, video clips, sound, directories, files, databases, listings, software and other content available on or through the Platform.

“Privacy Policy” means the Company’s privacy policy as published on the Platform from time to time, which governs the collection, use, storage and disclosure of Personal Data.

“Service Agreement” means the Munshi licence and service agreement entered into between the Company and the Customer, together with all schedules and annexures thereto, where one has been executed.

“Services” means the Software, support, training and all related services provided by the Company through the Platform.

“Software” means the Munshi platform as defined above, and shall include all applications, integrations, APIs, dashboards, reports, updates, upgrades, patches, bug fixes and modifications made available by the Company from time to time.

“Tally” means TallyPrime, the accounting software published by Tally Solutions Private Limited, which is a third party unaffiliated with the Company.

“User” means any Customer or Authorised User who accesses or uses the Platform.

2. Applicability

2.1 These Terms apply to all Users of the Platform, including Customers and their Authorised Users.

2.2 Customers are responsible for ensuring that their Authorised Users comply with these Terms, and remain liable for any act or omission of their Authorised Users.

2.3 Where a provision of these Terms refers to “you” or “User” without specifying a category, it applies to both categories.

3. Grant of licence

3.1 Subject to these Terms and any applicable Service Agreement, the Company grants each User a limited, non-exclusive, non-transferable, non-sublicensable, revocable licence to access and use the Platform solely for the Customer’s internal business purposes.

3.2 Users shall not, and shall not permit any third party to: (a) sub-license, sell, resell, transfer, assign, distribute or otherwise make available the Platform or any part thereof to any third party; (b) copy, reproduce, modify, adapt, translate or create derivative works based on the Software; (c) reverse engineer, decompile, disassemble or otherwise attempt to derive the source code, underlying algorithms or structure of the Software; (d) use the Platform for any purpose not expressly permitted under these Terms; (e) exploit any errors, bugs, glitches or vulnerabilities in the Software; (f) use the Platform to develop a competing product or service; (g) remove, alter or obscure any proprietary notices, labels or marks; or (h) use the Platform in any manner that could damage, disable, overburden or impair the Company’s systems or infrastructure.

3.3 The Company reserves the right to modify, update, enhance or discontinue any feature or functionality of the Platform at any time without prior notice, and shall have no liability in respect of any such change.

4. Eligibility

4.1 The Platform is available for use by Customers and Authorised Users who can form legally binding contracts under the Indian Contract Act, 1872.

4.2 The Platform is for business use only, and shall not be used for personal purposes.

5. Accounts and registration

5.1 Access to the Services requires registration and creation of a user account (“Account”). By registering, you agree to: (a) provide accurate, current and complete information and keep it updated; (b) maintain the security and confidentiality of your password and login credentials; (c) accept all risks of unauthorised access to your Account; (d) notify the Company immediately of any breach of security or unauthorised use of your Account; (e) not share, transfer or permit the use of your credentials by any other person; and (f) be responsible for all activity on your Account.

5.2 Each User shall maintain unique login credentials. The Customer shall be solely responsible for all activity occurring under its Account, whether or not authorised by it.

5.3 While registering, Customers and Authorised Users may be required to furnish details including without limitation business name, GSTIN, PAN, address and phone number. If any information provided is found to be incorrect or misleading, the Company reserves the right to suspend or terminate the Account.

6. User obligations and acceptable use

6.1 Users shall use the Platform in accordance with these Terms, any applicable documentation, and all applicable laws and regulations.

6.2 Users shall not use the Platform for: (a) any illegal, unlawful, fraudulent or unauthorised purpose; (b) the creation of false, fabricated or misleading accounting records; (c) the evasion of tax or the concealment of a transaction from a lawful authority; (d) any purpose that violates the privacy or rights of any third party whose data appears in the Customer Data; or (e) any purpose that violates applicable law.

6.3 The Customer is responsible for the accuracy of its own books. Users acknowledge that the Platform prepares accounting entries from documents provided to it, and that a person must review and approve those entries. The Customer remains responsible for the correctness, completeness and statutory compliance of its accounting records, its GST filings and its statutory returns.

6.4 Users shall ensure that they have the right to submit the Customer Data to the Platform, including any necessary consents from the individuals whose Personal Data appears within it.

6.5 Users shall immediately notify the Company in writing of any actual or suspected: (a) security breach affecting the Platform; (b) unauthorised access to or use of the Platform; (c) compromise, loss or theft of login credentials; or (d) any other event that may affect the security or integrity of the Platform or the data processed through it.

7. Data protection and privacy

7.1 The Company’s collection, use, storage and disclosure of Personal Data in connection with the Platform is described in the Privacy policy, which forms an integral part of these Terms. By using the Platform you acknowledge that you have read and agree to it.

7.2 The categories of data processed through the Platform include: (a) account and contact data of Customers and Authorised Users; (b) Customer Data, being the accounting and business records described in Clause 1, which may contain the names and contact details of the Customer’s own customers, suppliers and other counterparties; and (c) technical and usage data as described in the Privacy Policy.

7.3 The Platform does not process biometric data, geolocation data, payroll records or health data. No such data is collected, requested or required.

7.4 The Company may log IP addresses for security monitoring, fraud prevention, troubleshooting and operational analytics.

7.5 The Customer is and shall remain the “Data Fiduciary” in respect of Personal Data contained in the Customer Data. The Company acts as a “Data Processor” and processes such data only on the Customer’s instructions and for the purpose of providing the Services.

7.6 All Personal Data shall be collected, stored, processed and transferred by the Company in accordance with the Data Protection Laws. The Company shall not transfer Personal Data outside India except in compliance with those laws.

7.7 The Company does not sell Customer Data, does not disclose it to advertisers, and does not use the contents of a Customer’s books to target advertising.

8. Accounting, tax and Tally disclaimer

8.1 The Platform is a computational and record-keeping tool only. The Software reads documents, extracts their contents, prepares accounting entries, creates masters where they are missing, reconciles bank statements against the books and answers questions about the data available to it. THE PLATFORM DOES NOT FILE GST RETURNS, DOES NOT FILE ANY STATUTORY RETURN, DOES NOT MAKE PAYMENTS OR TRANSFER FUNDS, AND DOES NOT EXECUTE ANY FINANCIAL TRANSACTION ON BEHALF OF THE CUSTOMER.

8.2 Entries require human approval. Munshi prepares entries and posts them to Tally at the Customer’s instruction. The Customer is solely responsible for reviewing entries before they are posted and for the state of its books thereafter.

8.3 The Company shall not be liable for any accounting error, misclassification, incorrect tax treatment, missed or duplicated entry, reconciliation discrepancy or consequent penalty arising from: (a) incorrect, incomplete, illegible, outdated or fraudulent documents or data submitted by the Customer or its Users; (b) the Customer’s failure to review output before approving or posting it; (c) changes in applicable law not yet reflected in the Software; (d) any configuration or master-data error made by the Customer; or (e) any act or omission of Tally or of any other third-party software.

8.4 Duplicate detection is provided on a best-efforts basis. While the Software is designed to detect repeat submissions of the same document, the Customer remains responsible for verifying that its books are free of duplicated entries.

8.5 No professional advice. The Company does not provide, and nothing in these Terms or in the Platform shall be construed as, legal advice, tax advice, accounting advice, financial advice, compliance advice or professional consultancy of any nature. Any information, computation, report or output provided through the Platform is for informational and operational convenience only and shall not be relied upon as professional advice or as a substitute for a qualified professional.

8.6 Tally is a third-party product. TallyPrime is published by Tally Solutions Private Limited. The Company is not affiliated with, endorsed by or acting as an agent of Tally Solutions Private Limited. The Company does not warrant continued compatibility with any version of Tally, and a change made by Tally Solutions Private Limited may affect or disrupt the integration without any fault or liability on the part of the Company. The Customer’s use of Tally is governed by its own licence with Tally Solutions Private Limited.

9. AI-powered features

9.1 The Platform uses artificial intelligence, machine learning, natural language processing and other automated technologies (“AI Features”), including without limitation document reading and extraction, automatic creation of ledgers and item masters, transaction matching during bank reconciliation, and the answering of questions in natural language. AI Features are provided on an “as is” and “as available” basis.

9.2 AI Features may produce outputs that contain errors, inaccuracies, omissions or biases. Such outputs are indicative only and are not to be relied upon as final, definitive or authoritative.

9.3 Users are solely responsible for independently verifying, validating and confirming all outputs generated by AI Features before taking any action or making any decision based thereon. No accounting entry, tax position, statutory filing or financial decision shall be made solely on the basis of an AI-generated output without independent human review.

9.4 THE COMPANY MAKES NO WARRANTY OR REPRESENTATION REGARDING THE ACCURACY, COMPLETENESS, RELIABILITY, TIMELINESS OR FITNESS FOR PURPOSE OF ANY AI-GENERATED OUTPUT. ALL IMPLIED WARRANTIES IN RESPECT OF AI FEATURES ARE HEREBY EXPRESSLY DISCLAIMED.

9.5 AI Features may be modified, updated, retrained, enhanced or discontinued by the Company at any time without prior notice.

10. Third-party services

10.1 The Company may offer integrations with or access to third-party services as optional features of the Platform. TallyPrime is a third-party product and is addressed in Clause 8.6.

10.2 Where a User elects to use any third-party service offered through or in connection with the Platform, the User acknowledges that: (a) the User contracts directly with the relevant third-party provider under that third party’s separate terms and privacy policy; (b) no contractual, agency or other legal relationship is created between the Company and the User in respect of such third-party services; and (c) the User is solely responsible for reviewing and accepting the third party’s terms.

10.3 THE COMPANY EXPRESSLY DISCLAIMS ALL LIABILITY, WARRANTIES AND OBLIGATIONS IN RESPECT OF THIRD-PARTY SERVICES, INCLUDING THEIR AVAILABILITY, FUNCTIONALITY, ACCURACY, DATA PRACTICES, SECURITY, PERFORMANCE OR FITNESS FOR PURPOSE.

11. Intellectual property

11.1 The Company is the sole owner or lawful licensee of all rights and interests in the Platform, the Software and the Platform Content. All title, ownership and Intellectual Property rights therein (including all updates, upgrades, modifications and derivative works) remain exclusively vested in the Company. Nothing in these Terms transfers or assigns any Intellectual Property rights to any User. The Software is licensed, not sold.

11.2 The unauthorised copying, modification, use or publication of the “Petpooja” or “Munshi” marks and any related icons and logos is strictly prohibited.

11.3 The Customer owns its Customer Data. To the extent that a User submits Customer Data to the Platform, the User grants the Company a limited, non-exclusive licence to use, store and process such data solely for the purpose of providing the Services. This licence does not extend to the creation of derivative works from, the publication of, or the distribution of Customer Data, and is subject at all times to the Data Protection Laws and the Company’s obligations under Clause 7.

11.4 Any feedback, suggestions, ideas or enhancement requests provided by any User (“Feedback”) shall be deemed non-confidential and non-proprietary. The Company shall be free to use, reproduce, disclose and exploit any such Feedback without restriction and without compensation.

12. Confidentiality

12.1 Each party shall maintain in strict confidence all Confidential Information received from the other party and shall not disclose it to any third party without the prior written consent of the disclosing party, except as permitted under the Service Agreement or as required by applicable law.

12.2 The obligations of confidentiality shall not apply to information that: (a) is or becomes publicly available other than through a breach of these Terms; (b) was independently developed without reference to the other party’s Confidential Information; (c) was lawfully in the recipient’s possession prior to disclosure; (d) was lawfully received from a third party free of any obligation of confidentiality; or (e) is required to be disclosed by applicable law or court order, provided the recipient gives prompt notice to the disclosing party to the extent legally permitted.

13. Disclaimer of warranties

13.1 THE PLATFORM AND THE SERVICES ARE PROVIDED “AS IS”, “AS AVAILABLE” AND “WITH ALL FAULTS”. THE COMPANY, ITS AFFILIATES, OFFICERS, DIRECTORS, AGENTS, EMPLOYEES AND ASSOCIATES EXPRESSLY DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION ANY WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

13.2 The Company does not warrant that the Services: (a) will perform error-free or uninterrupted, or that the Company will correct all errors or defects; (b) will operate in combination with the User’s devices, or with any other hardware, software, systems or data not provided by the Company, including any particular version of Tally; or (c) will meet the requirements, specifications or expectations of the User.

14. Limitation of liability

14.1 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE TOTAL AGGREGATE LIABILITY OF THE COMPANY UNDER OR IN CONNECTION WITH THESE TERMS, WHETHER ARISING IN CONTRACT, TORT (INCLUDING NEGLIGENCE), MISREPRESENTATION, BREACH OF STATUTORY DUTY OR OTHERWISE, SHALL NOT EXCEED THE FEES PAID BY THE CUSTOMER TO THE COMPANY IN RESPECT OF THE PLATFORM IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

14.2 IN NO EVENT SHALL THE COMPANY BE LIABLE TO ANY USER OR ANY THIRD PARTY FOR ANY: (A) INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES; (B) LOSS OF PROFITS, REVENUE OR ANTICIPATED SAVINGS; (C) LOSS OF DATA OR CORRUPTION OF DATA; (D) LOSS OF BUSINESS, CONTRACTS OR OPPORTUNITIES; (E) LOSS OF GOODWILL OR REPUTATION; (F) ANY TAX, INTEREST OR PENALTY LEVIED ON THE CUSTOMER; OR (G) BUSINESS INTERRUPTION, HOWSOEVER CAUSED AND REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

14.3 The Company shall not be liable for: (a) any downtime, service interruption or system failure arising from circumstances beyond its reasonable control; (b) any data loss arising from the User’s failure to maintain adequate backups of its Tally data; (c) any loss arising from the User’s reliance on the Platform or AI Features without independent verification; (d) any loss arising from the User’s use of third-party services, including Tally; or (e) any loss arising from an event of force majeure.

14.4 The limitation of liability in this Clause 14 reflects a fair and reasonable allocation of risk between the parties having regard to the nature of the Services and forms an essential basis of the bargain.

15. Indemnification

15.1 By accepting these Terms, you agree to defend, indemnify and hold harmless the Company, its directors, employees, officers and representatives from and against any and all claims, costs, damages, losses, liabilities and expenses (including legal fees) arising out of or in connection with: (a) your misuse of the Platform or the Services; (b) any error, inaccuracy or incompleteness in data submitted by you; (c) your breach of these Terms or any applicable law; (d) your violation of the rights of any third party; or (e) your failure to obtain required consents from the individuals whose Personal Data appears in the Customer Data.

16. Suspension and termination

16.1 The Company may, in its sole discretion, suspend or terminate any User’s access to the Platform (in whole or in part) without prior notice and without liability, if: (a) the User breaches any provision of these Terms; (b) the Company is required to do so by applicable law; (c) the Company elects to discontinue the Platform or the Services; or (d) the User’s conduct poses a threat to the security, integrity or availability of the Platform.

16.2 Upon termination: (a) all licences granted under these Terms shall immediately and automatically be revoked; (b) the User’s access to the Platform shall be disabled; and (c) all amounts due and owing shall become immediately due and payable.

16.3 Post-termination handling of Customer Data, including any export window, is governed by the Service Agreement. The Customer’s own accounting records remain in the Customer’s Tally installation, which is not controlled by the Company.

16.4 Termination shall not affect any rights, obligations or liabilities accrued prior to the date of termination. Clauses 7 (Data protection and privacy), 8 (Accounting, tax and Tally disclaimer), 11 (Intellectual property), 12 (Confidentiality), 13 (Disclaimer of warranties), 14 (Limitation of liability), 15 (Indemnification) and 19 (General provisions) shall survive termination.

17. Fees and payment

17.1 Access to the Platform is subject to payment of the applicable licence fee. Fees are charged per Tally company, billed annually in advance, and are exclusive of Goods and Services Tax, which is charged additionally at the applicable rate. Current plans and prices are published at gomunshi.ai/pricing and may be revised by the Company from time to time; a revision does not affect the fee for a term already paid for.

17.2 Where a Service Agreement has been executed, its payment terms prevail over this Clause to the extent of any inconsistency.

17.3 Any applicable refund entitlement is governed by the Service Agreement or by the Company’s refund policy, where published.

18. Governing law and dispute resolution

18.1 These Terms shall be governed by and construed in accordance with the laws of India, without regard to conflict of law principles.

18.2 The courts of Ahmedabad, Gujarat, India shall have exclusive jurisdiction to adjudicate any dispute, claim or proceeding arising out of or in connection with these Terms, including any dispute regarding their existence, validity, interpretation, performance, breach or termination.

19. General provisions

19.1 Force majeure. The Company shall not be liable for any delay or failure to perform its obligations under these Terms (other than an obligation to make payment) if caused by circumstances beyond its reasonable control, including acts of God, natural disasters, epidemics, pandemics, war, civil unrest, terrorism, government action, power failures, internet or telecommunications outages, cyberattacks, fire, flood or earthquake.

19.2 Amendment. The Company reserves the right to amend these Terms from time to time by notifying Users through in-product notifications, email, or publication on the Platform. Continued use of the Platform after such notification shall constitute acceptance of the amended Terms. If a User does not agree to an amendment, the User’s sole remedy is to discontinue use of the Platform.

19.3 Severability. If any provision of these Terms is held invalid or unenforceable by a court of competent jurisdiction, that provision shall be severed to the extent of the invalidity or unenforceability, and the remaining provisions shall continue in full force and effect.

19.4 Waiver. No failure or delay by the Company in exercising any right or remedy shall operate as a waiver thereof, nor shall any single or partial exercise preclude any further exercise of that or any other right or remedy.

19.5 Entire agreement. These Terms, together with the Privacy Policy and any Service Agreement, constitute the entire agreement between the User and the Company in respect of the use of the Platform, and supersede all prior agreements, understandings and arrangements relating to that subject matter.

19.6 Assignment. The User shall not assign or transfer any rights or obligations under these Terms without the Company’s prior written consent. The Company may assign or transfer these Terms to any affiliate, successor or third party without the User’s consent.

19.7 No partnership or agency. Nothing in these Terms creates any partnership, joint venture, agency, franchise or employer-employee relationship between the Company and any User.

19.8 Notices. Any notice to the Company under these Terms shall be in writing and sent by email to the Company’s designated email address, or by registered post to the Company’s registered office address set out in Clause 20.

19.9 Electronic execution. These Terms may be accepted electronically, including by way of click-wrap acceptance, and such acceptance shall be valid and enforceable under the Information Technology Act, 2000.

20. Grievance redressal

20.1 If you have any questions, complaints or concerns regarding these Terms, please write to the Grievance Officer. Any complaint or concern regarding content, a breach of these Terms, or the Privacy Policy shall be informed to the Grievance Officer in writing or by email. The Grievance Officer shall acknowledge the complaint within 72 (seventy-two) hours and redress it within 15 (fifteen) days from the date of receipt.

20.2 Details of the Grievance Officer:

• Name: Jatan Vala
• Designation: Vice President – Revenue
• Email: jatan.vala@petpooja.com

For product and support questions that are not grievances, write to munshisupport@petpooja.com.

Registered office: Prayosha Food Services Private Limited, 3rd Floor, Tower-A, Gopal Palace, Nehrunagar, Ambawadi, Ahmedabad, Gujarat 380015, India.