Terms of use
Last updated : February 20th, 2024
These Terms of Use constitutes a legal and binding contract entered into by and between Tunnel (defined below) and the individual or representative of the entities ("you", "your" or “Subscriber”) utilizing or accessing the Services (as defined below) governs your use of our Website (defined below) together with all programs, features, account portals, technical support, information, content, products, materials and services made available to you through the same by us and/or third parties. For clarity, the term “Subscriber” encompasses both those who pay for Services and those who do not.
1. Introduction
1.1. Tunnel Platforms Private Limited, a company registered under the Companies Act, 2013, with its registered address at No 301/302 3rd Flr, Saket Callipolis Bengaluru - 560035 Karnataka India (“Tunnel” / “Us” / “We” / “Our”, which includes its successors and permitted assigns), is involved in the development and provision of processes and technology for buyers, vendors, sellers, and financiers. This facilitates effective collaboration for invoice discounting, trade payables, and receivables through Tunnel's Website (referred to as the “Services”).
1.2. Tunnel offers the Content (as defined below) and Services accessible on the Website (as defined below) to you, subject to the following Terms of Use, Our Privacy Policy, and other terms, conditions, and policies displayed throughout Our Website. These include specific functionality, features, promotions, and customer service, all of which are considered integral parts of and are included within these terms of use (collectively referred to as the “Terms of Use”).
1.3. In the context of these Terms of Use, the term “Website” encompasses https://www.viatunnel.com/, Tunnel's website or the cloud-based applications accessed through a link, any related entity's website, or any other channels authorised and facilitated by Tunnel. These channels may include but are not limited to digital mediums such as phones, displays, emails, social media interfaces, and messaging interfaces.
1.4. By accessing or using the Website, you acknowledge that you have read, understood, and agree, without limitation or qualification, to be bound by these Terms of Use. This constitutes a legally binding agreement between you (the user) and Tunnel, including all its related entities, establishing the Terms of Use governing the use/access of this Website.
1.5. When we mention the 'use' of the Services in these Terms of Use, we are referring to any actual or attempted access or utilization of the Services. This includes, without limitation, any transmission, exchange of information, or communication associated with the Services. These Terms of Use, along with any additional terms outlined in an order form, purchase order, or agreement ('Order'), as well as policies, rules, and provisions described, linked, or otherwise referred to, constitute the entire agreement between you and us. These Terms of Use supersedes any prior or inconsistent understandings, representations, or agreements regarding the Services. It governs your access and use of this Website, as well as your acquisition and use of the Website’s products and services you have requested. For further information, refer to our Privacy Policy at https://www.viatunnel.com/privacy-policy.
1.6. By visiting this Website or purchasing our Services, whether by registering online, ordering from a third party, or executing an Order, you agree to the terms of this Terms of Use unless you have executed a different written SaaS Agreement for the Services as referenced in the Order, in which case such written SaaS agreement will govern. If you are entering into this Terms of Use on behalf of a company or other legal entity, you represent that you have the authority to bind such an entity to these Terms of Use, in which case the terms “Subscriber,” “you,” or “your” shall refer to such entity. If you do not have such authority, or if you do not agree with these Terms, you must not accept these Terms of Use and may not use the Services.
1.7. We may add, delete or modify any of our Services at any time at our sole discretion. We may similarly change these Terms of Use at any time, and we will notify you of any changes. Changes will take effect once we notify you ("effective date"). You can review the most current version of these Terms at any time on this page. If any change is not acceptable to you, you must stop using the Services. Your use of the Services after the effective date shall constitute your acceptance of such changes. If any new products or services become available, they will be considered a part of the Services and your use of them will be governed by these Terms unless we notify you that different Terms of Use apply.
IF YOU DO NOT AGREE TO THE Terms of Use, YOU MAY NOT USE OUR WEBSITE.
2. Declaration
2.1. You hereby declare that you are legally capable of entering into an agreement and that all the particulars and information provided by you through this Website are true, accurate and complete.
2.2. By accepting these Terms of Use, you hereby authorise Tunnel to collect your basic identification and contact information including but not limited to your name, contact number, email id, which you provide voluntarily to enable Us to identify you as a user of the Website and allow Us to contact you with more information regarding the Business and Services provided by Tunnel.
2.3. Login Credentials. you are responsible for all login credentials, including usernames and passwords, and Tunnel shall not be liable for any damages or losses that may occur as a result of your failure, or the failure of Subscribers, to maintain the confidentiality of their login credentials. Subscribers are not permitted to share the login credentials to the Services. Tunnel reserves the right to refuse registration of or cancel passwords it deems inappropriate. Subscriber is responsible for notifying Tunnel at escalations@viatunnel.com if it becomes aware of any unauthorized use of or access to its Account or any Subscriber Account.
3. Information And Materials
3.1. The information and content accessible on the Website, including its visual appearance, trademarks, logos, service marks, text, graphics, button icons, images, audio clips, materials, data, money market movements, news items, links, data compilations, and software, along with their compilation and organisation ("Content"), are presented for general information purposes only. They should not be relied upon as the sole basis for making business or commercial decisions.
3.2. The content provided on this Website or under other terms is offered on an "as is," "as available" basis and remains the exclusive property of Tunnel, our affiliates, partners, or licensors. It is protected by applicable laws, including those governing copyrights and trademarks. Tunnel explicitly disclaims, to the fullest extent permitted by law, all warranties, whether express or implied, including but not limited to implied warranties of merchantability, fitness for a particular purpose, and non-infringement. Without the express written consent of Tunnel, you may not distribute content to others. Furthermore, you may not copy, download, publish, distribute, or reproduce any content from this Website in any form without prior permission from Tunnel.
3.3. Content on this Website should not be regarded as an offer, solicitation, invitation, advice or recommendation to use of the products or services described on this Website.
3.4. Products and services are available only at the discretion of Tunnel and its related entities, subject to the individual contractual Terms of Use of products and services on which they are offered and such products and services may be withdrawn or amended at any time without notice.
3.5. You recognise that certain features of this Website necessitate an active internet connection, which can be Wi-Fi or a Local Area Network (LAN) connection. Tunnel and its affiliated entities bear no responsibility or liability if this Website is not fully operational due to the absence or inadequacy of the required internet connection. Tunnel and/or its related entities will not intervene in any disputes between the user and the Internet Service Provider or any third party responsible for providing the internet connection or other services required to operate this Website.
3.6. You hereby understand that your acceptance to these Terms of Use will in no way confirm the grant of any specific product and/or services by Tunnel to you. In the event of any conflict between the Terms of Use of specific products and services and these Terms of Use, the conditions specific to such products and services shall prevail.
3.7. Equipment. Subscriber shall be responsible for obtaining, maintaining and securing any equipment used to access the Services.
3.8. Support and Maintenance. The Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by Tunnel or by third party providers, or because of other causes beyond Tunnel’s reasonable control, but Tunnel shall use reasonable efforts to provide advance written notice of any scheduled service disruption. Tunnel may access Subscribers’ Accounts in order to respond to and resolve support requests.
4. No Representations And Warranties
4.1. The Website may feature advice, opinions, and statements from various professionals, experts, analysts, etc. Relying on these statements is done at your own risk. Users are responsible for independently verifying and assessing the accuracy, completeness, reliability, and usefulness of any opinions, services, or other information provided on the Website.
4.2. All information on this Website is provided with the understanding that it is not to be construed or relied upon as legal, accounting, tax, financial, investment, or other professional advice, nor advice on specific facts or matters.
4.3. Tunnel reserves the right to update, edit, alter, and/or remove any Content, in whole or in part, on the Website at any time, without being obligated to do so. Tunnel shall not be held responsible for any actions resulting in loss, damage, or liability following such updates or changes.
4.4. Nothing herein should be interpreted as a recommendation to utilise any product or process. Tunnel and its related entities make no representation or warranty, express or implied, that the use thereof will not infringe any intellectual property rights or otherwise. Users are expected to stay informed about any changes made to the Website and its information regularly. Tunnel and its related entities undertake no responsibility for advising users/clients about such changes.
4.5. While Tunnel and its related entities strive to ensure that the information on this Website is sourced from reliable sources, they do not warrant the completeness or accuracy of such information.
5. Third Party Services
5.1. Tunnel does not guarantee, warrant or endorse any product or service sold by any third party, nor shall have any liability or responsibility for the quality or performance of any product or service sold to you by third party using our Website and any question or dispute you may have regarding any such product or service should be addressed directly to the concerned third party from which product or service availed.
5.2. You hereby agree to release Tunnel and its related entities from all claims, demands and damages, whether actual or consequential, of every kind, whether known or unknown, disclosed or undisclosed, arising out of or relating to any and all listings, transactions, or any other use of Website.
6. Intellectual Property Rights
6.1. The Services are made available on a limited access basis, and no ownership right is conveyed to Subscribers. As long as you abide by these Terms of Use for browsing/ using the Services offered through this Website, Tunnel grants you a worldwide, non-exclusive, non-sublicensable, non-transferable, limited and revocable license to use this Website. All rights relating to this Website as well as its functionalities are the exclusive property of Tunnel and/or its related entities (particularly including but not limited to copyrights, trademarks, source code, patents as well as any other intellectual property right). All the information provided on or via this Website (including all texts, graphics, design or logos) shall be the intellectual property of Tunnel and/or its related entities. Notwithstanding anything contained herein, Subscriber shall own all intellectual property rights in and to the Subscriber Data. “Subscriber Data” means information submitted to or created in the Services by Subscriber in connection with Subscriber’s use of the Services.
6.2. You agree not to copy, forward, download or share content without obtaining the necessary rights or permissions to do so. You also agree not to abuse your access and license to use this Website.
7. Usage
Apart from the prohibitions outlined in these Terms of Use, you acknowledge and agree that you are prohibited from using the Website or its Content:
For any unlawful purpose;
To solicit others to engage in unlawful acts;
To violate any international, federal, provincial, or state regulations, rules, laws, or applicable ordinances, including but not limited to laws regarding the export of data or software.
To infringe upon or violate our intellectual property rights or the intellectual property rights of others;
To engage in harassment, abuse, insults, harm, defamation, slander, disparagement, intimidation, or discrimination based on gender, sexual orientation, religion, ethnicity, race, age, national origin, or disability;
To submit false or misleading information;
To upload or transmit viruses or any other type of malicious code that could affect the functionality or operation of the Website;
To collect or track the personal information of others;
To engage in spamming, phishing, pharming, pretexting, spidering, crawling, or scraping;
For any obscene or immoral purpose; or
To interfere with or bypass the security features of the Website.
To distribute unsolicited promotional or marketing material, or any form of unauthorized advertising.
To attempt to gain unauthorized access to any portion or feature of the Website, or any other systems or networks connected to the Website.
To engage in any activity that could potentially disrupt, disable, overburden, or impair the proper functioning of the Website or its servers.
To use any automated means, including but not limited to bots, scripts, or spiders, to access or interact with the Website, unless expressly permitted by us.
To sublicense, transfer, or assign your rights under these Terms of Use to any third party without our prior written consent.
To use the Website in a manner inconsistent with any documentation or instructions provided by us.
To engage in any fraudulent activity or conduct.
To impersonate any person or entity, or falsely state or otherwise misrepresent your affiliation with a person or entity.
We reserve the right to terminate your access to the Website if you violate any of these prohibited uses.
8. Indemnification
You will defend (at Tunnel’s option), indemnify, and hold harmless Tunnel, its related entities, licensors, suppliers, facility providers, employees, officers, and directors (“Tunnel’s Indemnitees”), from and against any and all claims, liabilities, damages, expenses, government investigations, demands, actions, proceedings (real or threatened), all loses, judgements, awards, settlements, fines, injuries, penalties and costs (including reasonable attorney’s fees) brought by or arising from
your use of the Services or information obtained therefrom facilities (including without limitation Subscriber transmitting or receiving communications through the Service);
any breach or alleged breach of these Terms of Use, including the representations and warranties contained herein, by Subscriber and/or Privacy Policy;
Subscriber’s negligence or misconduct; and/or
your infringement, or the infringement by any other user of your account, of any intellectual property or other rights of any party.
If Tunnel elects for Subscriber to provide defence, Subscriber will
obtain legal counsel reasonably acceptable to Tunnel;
permit Tunnel to participate in the defense using separate counsel at Tunnel‘s cost; and
not settle any action without the prior written consent of Tunnel (which may not be unreasonably withheld).
The foregoing indemnification obligations represent the sole indemnification protections intended and the Parties waive all right to any other indemnification protections provided by common law, statute, or otherwise.
9. Limitation Of Liability
Under no circumstances and under no legal or equitable theory, whether in tort, contract, strict liability or otherwise, shall Tunnel or any of its related entities, along with their directors, shareholders, agents and employees, bear responsibility or shall be liable for any loss or damage, whether direct or indirect, including special, incidental, consequential, punitive, or exemplary loss, damage, or expenses, arising from your use of this website or any linked site. This includes any inability to use the website by any party, regardless of the cause. Such loss, damage, or expense may arise from various factors, including but not limited to defects, errors, omissions, interruptions, imperfections, faults, mistakes, inaccuracies, or inaccessibility of the website or its contents and associated services. Even if the entities are made aware of the possibility of such damages, losses, or expenses, they shall not be held liable.
10. Linked Websites
This Website may include links to other websites affiliated with Tunnel or related entities. Additionally, it may contain links to external websites controlled or provided by third parties (non-affiliates of Tunnel). These links are provided to facilitate the discovery of relevant websites, services, and products of potential interest to you.The content displayed or the products/services offered on such linked websites, as well as their quality, are not endorsed, verified, or monitored by Tunnel or its related entities. Furthermore, Tunnel and its related entities do not assume responsibility for the owners or operators of these external links or websites, nor for any products or services they offer, or the contents they provide.Tunnel and its related entities do not provide or imply any conditions, warranties (express or implied), or other terms or representations regarding these external websites. They also do not accept liability for any issues arising from these external websites, including any claims of infringement of intellectual property rights by third parties.
11. Governing Law
This website and the Terms of Use shall be governed by and construed in accordance with all applicable laws of India, unless stated otherwise. All disputes arising out of or in connection with these Terms of Use or use of this website shall be submitted to the exclusive jurisdiction of the courts of Karnataka.
12. Amendments
Tunnel retains the right to modify the information presented on or through this Website, including these Terms of Use, or to introduce fees for its services, at any time and without prior notice. It is advisable to periodically review the information available on or through this Website, including these Terms of Use, for any updates. Tunnel or any of its related entities/affiliates shall not be liable for any consequences, including loss, damage, or liability, resulting from such changes to the information on this website.
13. Suspension And Cancellation
Tunnel or its related entities reserve the right to suspend your access to this Website at any time, without the need to provide a reason, notice, or compensation. This suspension or cancellation of your license to use the Website will result in the loss of access to your data, without recourse against Tunnel, its related entities, or affiliates. Additionally, Tunnel reserves the right to suspend a user's access to any user account or this Website if, in its sole discretion, it determines that the user is violating these Terms of Use or any applicable law, or if there is a foreseeable breach of these Terms of Use or any applicable law by the user.
14. Accuracy And Correctness Of Information
14.1. You affirm that any information provided by you or entered into the Website is accurate, and you agree to notify Tunnel or its related entities of any modifications. You agree to indemnify and hold Tunnel and/or its related entities/affiliates harmless from any loss, damage, or costs incurred as a result of erroneous information provided by you or your authorised users.
14.2. Specifically, you are responsible for maintaining the confidentiality of any codes and passwords used to access this Website and your information. You are also responsible for any unauthorised use of your account by third parties, whether or not authorised by you.
15. Entire Agreement
Unless otherwise specified, these Terms of Use, along with the Privacy Policy, constitute the entire agreement between the user and Tunnel regarding the Website, superseding all prior or contemporaneous communications and proposals, whether electronic, oral, or written. A printed version of these Terms of Use and any electronically provided notice shall be admissible in judicial or administrative proceedings to the same extent and under the same conditions as other business documents and records originally produced and maintained in printed form.
16. No Waiver
Tunnel or its related entities shall not be considered to have waived any of its/their rights or remedies unless such waiver is in writing. No delay or omission by Tunnel in exercising any rights or remedies shall be construed as a waiver of such rights or remedies, or any other rights or remedies. Waiver on one occasion shall not be interpreted as a waiver of any rights or remedies on future occasions.
17. Assignment
The Subscriber agrees that ambiguities in these Terms of Use will not be construed against Tunnel through the attribution of drafting. Tunnel reserves the right to assign any of its rights or obligations to others at any time without notice to the Subscriber. The Subscriber may not assign any of its rights or obligations to others without the prior written consent of Tunnel.
Contact Information
We welcome your comments and feedback regarding these Terms of Use, please reach out to us at info@viatunnel.com