LAST UPDATED: [1st October 2021]
These terms and conditions (“Terms”) govern the use of or access to http://www.Tarsil.pk (“Website”), the “Tarsil” mobile application (“App”), “Tarsil Cloud app” and the Services (defined below). The Website and App are collectively referred to as the “Platform”, developed and served by Tarsil Systems (Pvt.) Ltd.
These Terms constitute a binding and enforceable legal contract between Tarsil Systems (Pvt.) Ltd., (“Tarsil”) and a User (defined below) or any end user of the Services (collectively, “you”). You represent and warrant that you (a) have full legal capacity and authority to agree and bind yourself to these Terms, (b) are eighteen years of age or older, and (c) are a Pakistani resident. If you represent an entity, organization, or any other legal person, you confirm and represent that you have the necessary power and authority to bind such entity, organization, or legal person to these Terms.
By using the Services, you agree that you have read, understood, and are bound by these Terms, and that you comply with the requirements listed herein. If you do not agree to all of these Terms or comply with the requirements herein, please do not access the Platform or use the Services.
- The Platform allows micro and small local businesses such as vendors, merchants, and suppliers (hereafter, “Merchants”) to record their daily transactions, such as the sale and purchase of goods and services, by their staff (“Users”), with their customers (“Customers”). In addition, the Platform uses technology to facilitate transactions between Merchants and Customers and uses data-backed insights to meet Users’ untapped needs. Further, Tarsil facilitates the provision of financial products and services to Users (all the services described here, including the provision of the Platform and its features, collectively constitute the “Services”).
- Merchants and Customers are collectively referred to as “Users”. For the avoidance of doubt, a Merchant may be considered a Customer in certain transactions (and vice versa). For example, in a situation where the Merchant purchases goods and services from a supplier that are recorded on the Platform, the Merchant would be considered a Customer and the supplier a Merchant.
- PROFILE CREATION
- To avail the Services, a Merchant would be required to create a merchant profile on the Platform (“Profile”). In addition to setting up a username and password to create the Profile, the Merchant will be required to furnish certain details, including but not limited to phone numbers and details of their businesses. The Merchant warrants that all information furnished in connection with its Profile is and shall remain accurate and true in all respect and agrees that it shall promptly update its details on the Platform in the event of any change or modification.
- The Merchant is solely responsible for maintaining the security and confidentiality of its username and password and agrees to immediately notify Tarsil of any disclosure or unauthorized use of its Profile or any other breach of security with respect to its Profile.
- The Merchant expressly agrees to be liable and accountable for all activities that take place through its Profile. Tarsil shall in no manner be held liable for any unauthorized access to a Merchant’s Profile.
- The Merchant agrees to receive communications from Tarsil regarding: (i) information relating to transactions recorded on the Platform; (ii) requests for payment; (iii) information about Tarsil and the Services; (iv) promotional offers and services from Tarsil and its third-party partners, and (v) any other matter in relation to the Services.
- Tarsil may be required to undertake certain “know your customer” processes in relation to Users who intend to avail certain features of the Services. In this regard, Tarsil from time to time shall require Users to upload information and documents that may be necessary to ascertain their eligibility to use certain features of the Services (“KYC Documents”).
- The User agrees and warrants to provide true, complete, and up-to-date KYC Documents and Additional Information. The User further acknowledges that (i) any false or misleading information provided in this regard shall constitute a material breach of these Terms, and (ii) its access to certain features of the Services may be limited or denied if it fails to share KYC Documents and Additional Information.
- TRANSACTION INFORMATION
- Merchants may upload information relating to transactions with Customers, including the sale of goods or services, costs, amounts paid and payable, and details of goods and services, on the Platform (such information is referred to as “Transaction Information”). Transaction Information may be exchanged between Merchants and Customers through telephonic calls, text message, WhatsApp, email, or other electronic mediums that would depend on the contact details of Merchants and Customers provided on the Platform.
- At the time of creating or uploading the first Transaction Information with respect to a Customer, the Merchant shall inform such Customer of its use of the Platform to record such Transaction Information and Transaction Information related to future transactions and seek such Customer’s express consent in this regard and to:
- The creation of a profile of the Customer on the Platform, which will require sharing such Customer’s phone number and contact details;
- receive communications from Tarsil regarding: (A) information relating to their transactions recorded on the Platform; (B) requests for payment; (C) information about Tarsil and the Services; (D) promotional offers and services from Tarsil and its third-party partners, and (E) any other matter in relation to the Services.
- Should the Customer fail to provide consent, or withdraw consent, the Merchant shall immediately cease to use the Services in relation to that Customer.
- THIRD PARTY SERVICES
- The Services may include services, content, documents, and information owned by, licensed to, or otherwise made available by a third party (“Third Party Services”) or contain links to Third Party Services e.g. Cloud Services Providers, SMS Providers, Online Payment Processors etc. Users understand that Third Party Services are the responsibility of the third party that created or provided it and acknowledge that use of such Third-Party Services is solely at their own risk.
- Tarsil makes no representations and excludes all warranties and liabilities arising out of or pertaining to such Third-Party Services, including their accuracy or completeness. Further, all intellectual property rights in and to Third Party Services are the property of the respective third parties.
- YOUR RESPONSIBILITIES
- The User represents and warrants that all information that is provided through or in relation to the Services is complete, true, and correct on the date of agreeing to these Terms and shall continue to be complete, true, and correct while the User avails the Services. Should any information that the User provides change during the existence of these Terms, the User undertakes to immediately bring such change to Tarsil’s notice. Tarsil does not accept any responsibility or liability for any loss or damage the User may suffer or incur if any information, documentation, material, or data provided to avail the Services is incorrect, incomplete, inaccurate, or misleading, or if the User fails to disclose any material fact.
- The User shall be solely responsible for ensuring compliance with applicable laws and shall be solely liable for any liability that may arise due to a breach of its obligations in this regard.
- The User shall extend all cooperation to Tarsil in its defense of any proceedings that may be initiated against it due to a breach of the User’s obligations or covenants under these Terms.
- While Tarsil uses commercially reasonable efforts to provide Users with a daily backup of their Transaction Information, Users should regularly and independently save, backup, and archive such Transaction Information.
- The User shall not use the Services in any manner except as expressly permitted in these Terms. Without limiting the generality of the preceding sentence, the User may not:
- infringe any proprietary rights, including but not limited to copyrights, patents, trademarks, or trade secrets, of any party;
- except as may be provided hereunder, copy, display, distribute, modify, publish, reproduce, store, transmit, post, translate, create any derivative works from, or license the Services;
- use the Services to transmit any data or send or upload any material that contains viruses, Trojan horses, worms, time-bombs, keystroke loggers, spyware, adware, or any other harmful programs or similar computer code designed to adversely affect the operation of any computer software or hardware;
- use any robot, spider, other automated device, or manual process to monitor or copy the Platform or Services or any portion thereof;
- engage in the systematic retrieval of content from the Platform or Services to create or compile, directly or indirectly, a collection, compilation, database or directory;
- use the Services in (A) any unlawful manner, (B) for fraudulent or malicious activities, or (C) in any manner inconsistent with these Terms; or
- violate applicable laws in any manner.
- OUR INTELLECTUAL PROPERTY
- All rights, title, and interest in and to the Platform and Services, including all intellectual property rights arising out of the Platform and Services, are owned by or otherwise licensed to Tarsil. Subject to compliance with these Terms, Tarsil grants the User a non-exclusive, non-transferable, non-sub licensable, royalty-free, revocable, and limited license to use the Platform and Services in accordance with these Terms and its written instructions issued from time to time.
- Tarsil may request Users to submit suggestions and other feedback, including bug reports, relating to the Platform or Services from time to time (“Feedback”). Tarsil may freely use, copy, disclose, publish, display, distribute, and exploit the Feedback without any payment of royalty, acknowledgement, prior consent, or any other form of restriction arising out of the User’s intellectual property rights.
- Except as stated in these Terms, nothing in these Terms should be construed as conferring any right in or license to Tarsil’s or any third party’s intellectual rights.
- TERM AND TERMINATION
- These Terms shall remain in effect unless terminated in accordance with the terms hereunder.
- Tarsil may terminate a User’s access to or use of the Services, or any portion thereof, immediately and at any point, at its sole discretion if the User violates or breaches any of its obligations, responsibilities, or covenants under these Terms.
- Upon termination under Clause 8(b):
- the Services will “time-out”;
- the User shall not be eligible to avail any features of the Services; and
- these Terms shall terminate, except for those clauses that expressly or are intended to survive termination or expiry.
- Notwithstanding anything to the contrary contained in the Terms, upon termination of a User’s access to or use of the Services, all amounts or outstanding monies due by you in relation to your use of or access to the Services shall become immediately payable.
- DISCLAIMERS AND WARRANTIES
- The use of the Services is at your sole risk.
- You acknowledge and agree that Tarsil is not engaged in the provision, grant, or disbursement of any financial product. Tarsil is not and will not be responsible for any claim or for any damages suffered that are related, directly or indirectly, to or arise out of the use of financial products.
- Tarsil is merely a technology platform service provider and:
- is not registered with the State Bank of Pakistan;
- does not hold any license to engage in any activities relating to financial products; and
- is not a financial institution under the Companies Act, 2017 or the Banking Companies Ordinance, 1962 or any other laws for the time being in force in Pakistan; and
- To the extent permitted by applicable law, the Services are provided on an “as is” and “as available” basis. Tarsil does not warrant that operation of the Services will be uninterrupted or error free or that the functions contained in the Services will meet your requirements.
- To the fullest extent permissible under applicable law, Tarsil expressly disclaims all warranties of any kind, express or implied, arising out of the Services, including warranties of merchantability, fitness for a particular purpose, satisfactory quality, accuracy, title and non-infringement, compatibility, applicability, usability, appropriateness, and any warranty that may arise out of course of performance, course of dealing, or usage of trade.
- You hereby accept full responsibility for any consequences that may arise from your use of the Services, and expressly agree and acknowledge that Tarsil shall have absolutely no liability with respect to the same.
- To the fullest extent permissible by law, Tarsil, its affiliates, and its related parties each disclaim all liability to you for any loss or damage arising out of or due to:
- your use of, inability to use, or availability or unavailability of the Services, including any Third-Party Services;
- the occurrence or existence of any defect, interruption, or delays in the operation or transmission of information to, from, or through the Services, communications failure, theft, destruction or unauthorized access to Tarsil’s records, programs, services, server, or other infrastructure relating to the Services; or
- the failure of the Services to remain operational for any period of time.
- Notwithstanding anything to the contrary contained herein, neither Tarsil nor any of its affiliates or related parties shall have any liability to you or any third party for any indirect, incidental, special or consequential damages or any loss of revenue or profits arising under, directly or indirectly, or relating, in any manner whatsoever, to these Terms or the Services. To the maximum extent permitted by law, you agree to waive, release, discharge, and hold harmless Tarsil, its affiliated and subsidiary companies, its parent companies, and each of their directors, officers, employees, and agents, from any and all claims, losses, damages, liabilities, expenses and causes of action arising out of the Services.
You shall indemnify, defend at Tarsil’s option, and hold Tarsil, its parent companies, subsidiaries, affiliates, and their officers, associates successors, assigns, licensors, employees, directors, agents, and representatives, harmless from and against any claim, demand, lawsuits, judicial proceeding, losses, liabilities, damages and costs (including, without limitation, from all damages, liabilities, settlements, costs and attorneys’ fees) due to or arising out of your access to the Services, use of the Services, violation of these Terms or any infringement by any third party who may use your account with Tarsil, of these Terms.
- CONSENT TO USE DATA
- Tarsil may use information and data pertaining to your use of the Services for analytics, trends’ identification, and purposes of statistics to further enhance the effectiveness and efficiency of the Platform.
Subject to applicable laws, Tarsil may be directed by law enforcement agencies or the government and related bodies to disclose data in relation to Users in connection with criminal proceedings. You understand and agree that in such instances, Tarsil shall have the right to share such data with relevant agencies or bodies.
Tarsil reserves the right at any time to add, modify or discontinue, temporarily or permanently, the Services (or any part thereof) with or without cause. Tarsil shall not be liable for any such addition, modification, suspension or discontinuation of the Services.
13. JURISDICTION, GOVERNING LAWS, AND DISPUTE RESOLUTION
These Terms shall be governed by and construed and enforced in accordance with the laws of Pakistan. Subject to other provisions in this Clause, courts in Lahore shall have exclusive jurisdiction over all issues arising out of these Terms or the use of the Services.
Any controversies, conflicts, disputes, or differences arising out of these Terms shall be resolved by arbitration in Lahore in accordance with the Arbitration and Conciliation Act, 1996 for the time being in force, which is deemed to be incorporated by reference in this Clause. The tribunal shall consist of 1 (one) arbitrator appointed by Tarsil. The language of the arbitration shall be English.
The parties to the arbitration shall keep the arbitration confidential and not disclose to any person, other than on a need to basis or to legal advisors, unless required to do so by law. The decision of the arbitrator shall be final and binding on all the Parties hereto.
Each party to the arbitration shall bear its own costs with respect to any dispute.
14. REFUND POLICY
Tarsil systems offers monthly, quarterly and yearly subscription based pre-paid packages and all packages and prepayments are non-refundable.
15. MISCELLANEOUS PROVISIONS
- Modification – Tarsil reserves the right at any time to modify these Terms and to add new or additional terms or conditions on use of the Services. Such modifications and additional terms and conditions will be communicated to you and, unless expressly rejected (in which these Terms shall terminate), will be effective immediately and will be incorporated into these Terms. In the event you refuse to accept such changes, these Terms will terminate.
- Severability – If any provision of these Terms is determined by any court or other competent authority to be unlawful or unenforceable, the other provisions of these Terms will continue in effect. If any unlawful or unenforceable provision would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the provision will continue in effect (unless that would contradict the clear intention of the clause, in which case the entirety of the relevant provision will be deemed to be deleted).
- Assignment – You shall not license, sell, transfer or assign your rights, obligations, or covenants under these Terms in any manner without Tarsil’s prior written consent. Tarsil may grant or withhold this consent in its sole discretion and subject to any conditions it deems appropriate. Tarsil may assign its rights to any of its affiliates, subsidiaries, or parent companies, or to any successor in interest of any business associated with the Services without any prior notice to you.
- Notices – All notices, requests, demands, and determinations for Tarsil under these Terms (other than routine operational communications) shall be sent to firstname.lastname@example.org.
- Third Party Rights – No third party shall have any rights to enforce any terms contained herein.
- Translations – Tarsil may provide you with translated versions of these Terms solely to assist you with understanding these Terms in greater detail. The English version of these Terms shall be controlling in all respects. In the event of any inconsistency between the English version of these Terms and any translated version, the terms of the English version shall prevail.