Terms of Use

1. Service Description

TidalPeak Labs Private Limited, operating under the brand name Ratio, provides an AI-native bookkeeping, reporting, and compliance platform designed for Indian Micro, Small, and Medium Enterprises (MSMEs). In the course of providing these services, Ratio collects, processes, and stores financial and banking data on behalf of its clients, including but not limited to banking transaction records, payment gateway data, marketplace transaction data, and related financial information. We operate a hybrid model that combines software platform access with managed services delivered by our team of qualified Chartered Accountants (CAs).

1.1. Software Access. Depending on your plan, you may use the Ratio accounting software directly, or our team may upload processed data to your preferred accounting system (such as Tally or Zoho Books).

1.2. Integrations. Ratio integrates with your business systems, including but not limited to marketplace accounts (Amazon, Flipkart, etc.), Shopify, Razorpay, bank accounts, and other financial platforms. These integrations enable real-time ledger reconciliation and data synchronization.

1.3. Scope of Services. Our services include bookkeeping, financial reporting, tax filing, GST compliance, TDS compliance, and other regulatory compliance services as described in your service agreement or plan.

1.4. Managed Services. Where applicable, our team of CAs will review, prepare, and file returns on your behalf. All filings are reviewed for accuracy by qualified professionals before submission.

1.5. Communication Channels. Ratio may communicate with clients and collect expense data via WhatsApp Business API, Slack, and email integrations.

2. Billing and Payments

2.1. Pre-Payment Model. Ratio operates on a pre-payment basis. Services will commence only after payment has been received and confirmed.

2.2. Billing Cycle. The default billing cycle is monthly. Half-yearly and yearly billing options are available and may include applicable discounts as communicated at the time of subscription.

2.3. Late Payment. If payment is not received within fourteen (14) days of the due date, Ratio reserves the right to suspend all services and revoke access to the software platform until payment is received in full.

2.4. Taxes. All fees are exclusive of applicable taxes unless stated otherwise. You are responsible for any taxes, duties, or government levies applicable to the services.

3. Client Obligations

3.1. Accurate Data. You agree to provide accurate, complete, and timely financial data and documentation required for Ratio to perform its services. This includes invoices, bank statements, expense records, and any other relevant documents.

3.2. Access Credentials. You are responsible for maintaining the security of your account credentials, API keys, and access tokens for any integrated platforms. You must promptly notify Ratio if you become aware of any unauthorized access.

3.3. Compliance with Laws. You agree to comply with all applicable laws, regulations, and statutory requirements relevant to your business operations in India.

3.4. Cooperation.You agree to cooperate with Ratio's team in a timely manner, including responding to queries, approving filings before submission when required, and providing requested clarifications.

4. Limitation of Liability

4.1. Filing Accuracy.While Ratio's CA team reviews all filings for accuracy, Ratio shall not be held liable for errors, penalties, or adverse outcomes arising from incorrect, incomplete, or delayed data provided by the Client. The Client bears responsibility for any penalties resulting from filing errors caused by inaccurate source data.

4.2. Liability Cap.In no event shall Ratio's total aggregate liability to the Client, arising out of or in connection with these Terms or the services, exceed the total fees paid by the Client to Ratio in the three (3) months immediately preceding the event giving rise to the claim.

4.3. Exclusion of Damages. To the maximum extent permitted by applicable law, Ratio shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, loss of revenue, loss of data, or business interruption, regardless of the cause of action or theory of liability.

4.4. Professional Review.Ratio's CA team exercises professional diligence in reviewing filings and reports. However, this review does not constitute a guarantee against all possible errors, particularly where source data is ambiguous or incomplete.

5. Data Privacy and Security

5.1. Data Storage.Ratio stores Client financial data on its servers. All data processing occurs on Ratio's infrastructure.

5.2. No AI Training on Client Data. Ratio does not use Client data to train its AI models. Your financial data is used solely for the purpose of delivering the services described in these Terms.

5.3. Encryption and Security. Ratio employs strict encryption standards and data masking protocols to protect Client data. All data is encrypted both in transit and at rest.

5.4. Data Isolation.Client data is logically isolated on a per-client basis. No Client's data is accessible to or shared with any other client.

6. Intellectual Property

6.1. Ownership. All software, AI models, algorithms, processes, workflows, documentation, and other intellectual property associated with the Ratio platform are and shall remain the exclusive property of TidalPeak Labs Private Limited.

6.2. License. Subject to these Terms and payment of applicable fees, Ratio grants you a limited, non-exclusive, non-transferable, revocable license to access and use the Ratio platform for your internal business purposes.

6.3. Restrictions. You may not copy, modify, distribute, sell, lease, reverse engineer, decompile, or disassemble any part of the Ratio platform, nor may you create derivative works based on the platform.

7. Third-Party Integrations

7.1. Third-Party Services. Ratio integrates with various third-party services, including but not limited to marketplace platforms, payment gateways, banking APIs, and accounting software. These integrations are provided for convenience and to enhance the service.

7.2. No Responsibility for Third Parties.Ratio is not responsible for the availability, accuracy, or performance of any third-party service. Outages, data discrepancies, or service interruptions caused by third-party platforms are beyond Ratio's control.

7.3. Third-Party Terms. Your use of third-party integrations may be subject to the terms and conditions of those third-party providers. You are responsible for reviewing and complying with such terms.

8. Confidentiality

8.1. Mutual Obligation. Both parties agree to maintain the confidentiality of any proprietary or sensitive information disclosed during the course of the engagement. This includes, but is not limited to, financial data, business strategies, client lists, technical specifications, and pricing information.

8.2. Permitted Disclosures. Confidential information may be disclosed where required by law, regulation, or court order, provided the disclosing party gives the other party reasonable prior notice where legally permissible.

8.3. Survival. The confidentiality obligations under this section shall survive the termination or expiry of these Terms for a period of two (2) years.

9. Termination

9.1. Client-Initiated Termination.You may terminate your use of Ratio's services by providing at least fifteen (15) days written notice. Termination requests should be sent to support@tryratio.io or info@tidalpeaklabs.com.

9.2. Billing on Termination. You are required to pay for the full calendar month in which the termination takes effect. No pro-rated refunds will be issued for partial months.

9.3. Data Export. Following termination, you will have a period of thirty (30) days to export your data from the Ratio platform. Ratio will provide reasonable assistance in facilitating data export during this period.

9.4. Data Deletion.After the thirty (30) day export window, all Client data will be permanently deleted from Ratio's servers. This deletion is irreversible. Notwithstanding the above, certain financial and tax records may be retained for up to 7 years as required under the Income Tax Act, 1961.

9.5. Termination by Ratio. Ratio may suspend or terminate your access to the services if you breach these Terms, fail to make timely payments, or engage in conduct that Ratio reasonably determines to be harmful to its operations or other clients.

9.6. Special Requests. For any special requirements related to termination, data retention, or transition, please contact us at support@tryratio.io or info@tidalpeaklabs.com.

10. Governing Law and Jurisdiction

10.1. Governing Law. These Terms shall be governed by and construed in accordance with the laws of India.

10.2. Jurisdiction. Subject to the arbitration clause below, the courts located in Bengaluru, Karnataka, India shall have exclusive jurisdiction over any disputes arising out of or in connection with these Terms.

11. Dispute Resolution and Arbitration

11.1. Amicable Resolution. In the event of any dispute arising out of or in connection with these Terms, the parties shall first attempt to resolve the dispute amicably through good faith negotiations.

11.2. Arbitration. If the dispute is not resolved through negotiation within thirty (30) days, it shall be referred to and finally resolved by arbitration in accordance with the Arbitration and Conciliation Act, 1996 (as amended). The seat of arbitration shall be Bengaluru, Karnataka, India. The arbitration shall be conducted in English by a sole arbitrator mutually appointed by both parties.

11.3. Binding Decision. The arbitral award shall be final and binding upon both parties.

12. General Provisions

12.1. Amendments. Ratio reserves the right to modify these Terms at any time. Material changes will be communicated to you via email or through the platform. Your continued use of the services after such notification constitutes acceptance of the revised Terms.

12.2. Severability. If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.

12.3. Entire Agreement. These Terms, together with any service agreement or plan documentation, constitute the entire agreement between you and Ratio regarding the services.

12.4. Waiver. The failure of either party to enforce any right or provision of these Terms shall not constitute a waiver of that right or provision.

12.5. Assignment.You may not assign or transfer your rights or obligations under these Terms without Ratio's prior written consent. Ratio may assign its rights and obligations without restriction.