H&R Block® CLIENT SERVICE AGREEMENT
WELCOME TO H&R BLOCK INDIA
Thank you for coming to H&R Block India.
H&R Block (India) Private Limited is the Largest Consumer Tax Filing Company in India. It provides tax services like Expert Online Tax Preparation, Income Tax e-Filing Online (Free), In Person Tax e-Filing, NRI Tax e-Filing, US Tax Filing in India, Tax Consultation & Scrutiny to individuals including non-residents (NRIs) and expatriates and GST compliance services.
H&R Block India strives to blend tax expertise with a strong focus on a delightful tax filing experience. The company has offices across 6 major cities in India. H&R Block Inc. was founded by Henry and Richard Bloch in 1955 in Kansas City, U.S.A. This Client Service Agreement (“CSA”) will explain what Client should expect from us and what we need from Client to deliver the great service Client require from H&R Block India.
Whereas H&R BLOCK is engaged in providing Direct tax, Indirect tax, business services and automation services to its clients
And Whereas the Client is interest in availing the said services from H&R Block.
in consideration of the foregoing and the mutual covenants and promises contained herein and other good and valuable consideration the receipt and adequacy of which is hereby acknowledged, the Parties intending to be bound legally, agree as follows:
1. Confidential Information and Exclusions:
Confidential Information shall mean and include (a) any information received by the Receiving Party which is identified by Disclosing Party as confidential; (b) all information including technical, business, financial and marketing information, data, know-how, ideas, concepts, strategies, trade secrets, product or services, results obtained by using confidential information, prototype, client or vendor list, projects, employees, employees skills and salaries, future business plans disclosed by Disclosing Party whether orally or as embodied in tangible materials. Confidential Information shall however exclude any information which a) is in the public domain; (b) was known to the Party of such disclosure or becomes known to the Party without breach of any confidentiality agreement; (c) is independently developed by the Party without use of Confidential Information disclosed herein; (d) is disclosed pursuant judicial order or requirement of the governmental agency or by operation of law, provided that the recipient party gives Disclosing Party a written notice of any such requirement within ten (10) days after the learning of any such requirement, and takes all reasonable measure to avoid disclosure under such requirement.
2. Confidentiality Obligations:
The Receiving Party shall maintain confidentiality and prevent disclosure of Confidential Information of Disclosing Party with at least the same degree of care as it uses to protect its own confidential information but in no event with less than reasonable care. The Receiving Party agrees not to disclose Confidential Information to any third parties and shall restrict disclosure of Confidential Information only to a limited group of Receiving Party’s directors, concerned officers, employees, attorneys, or professional advisors who need to have access to the Confidential Information and each of whom shall be informed by Receiving Party of the confidential nature of Confidential Information and agree to observe the same terms and conditions set forth herein as if specifically named a Party hereto. In the event, the Confidential Information is required to be disclosed to any subcontractor of the Receiving Party, the Receiving Party shall obtain prior written consent of the Disclosing Party and shall enter into a Confidentiality Agreement with such subcontractor on the similar terms and conditions as set forth herein. The Receiving Party shall not apply the Confidential Information in any way to create a derivative work out of it or reverse engineer or use for any commercial purpose or for any purpose detrimental to the Disclosing Party. The Receiving Party shall not make copies of Confidential Information unless the same are reasonably necessary. The Receiving Party shall immediately notify Disclosing Party in the event of any unauthorized use or disclosure of the Confidential Information and reasonably support Disclosing Party in taking necessary remedial action. The Parties shall comply with applicable laws and the Information Technology (Reasonable security practices and procedures and sensitive personal information) Rules, 2011.
3. Intellectual Property rights:
All intellectual property rights in the logos, brands and trademarks of the Parties used in furtherance of the agreement shall vest with the respective Parties. In the absence of express words to the contrary, nothing in the agreement shall be interpreted as giving either Party any rights in the other Party’s intellectual property rights. Client acknowledges that the H&R Block owns and retains all the Intellectual Property Rights including but not limited to designs, copyright, drawing, software or any other prevalent intellectual property rights in or to the Confidential Information in the Company Property (including documents, drawings, designs, data, know how, software, web / desktop applications, databases, processes, inventions and discoveries). The intellectual property rights of whatever nature shall always be and shall remain vested in the H&R Block. H&R Block hereby grants to the Client with effect from the accep¬tance date a non-exclusive and non-transferable rights to use the Web/ Desktop Application and the Operating Manuals, if any, for its own internal business purposes only. The Client shall not be entitled to sub-license the use of the whole or any part of the Web / Desktop Application or the Operating Manuals. Client shall not develop such application or of similar nature. Client shall not make any copies of operating manuals, if provided. Client undertakes to treat as confidential and keep secret all information contained or embodied in the Web / Desktop Application, the Operating Manuals, and the Operative Specifications and in all other specifications and documentation relating to the Web / Desktop Application and all information conveyed to the Client. The Client shall not without the prior written consent of the H&R Block discloses any part of the Information to any person. The Client undertakes to ensure that the persons or bodies to whom information is disclosed are made aware prior to the disclo¬sure of, any part of the Information that the same is confidential and that they owe a duty of confidence to the H&R Block. The Client shall indemnify the H&R Block against any loss or damage which the H&R Block may sustain or incur as a result of the Client failing to comply with such undertaking.
4. Representations & Warranties:
H&R Block hereby represents and warrants that the following items with regard to H&R Block are in good order and compliant with all applicable law and regulations: the organization and standing; conduct of legitimate business activities, corporate power and authorization; governmental approvals; proprietary information MOUs with employees; and that there has been no restrictions by any regulatory authority in conducting the business.
The scope of services shall be provided in detail along with the quotation. The customer has to agree the same along with quotation.
6. Terms of this Agreement:
i. In case the due dates are changed for any month by the tax authorities, then the given timelines will change accordingly.
ii. If any additional customization is required to be incorporated in the existing application the same will be charged separately on case to case basis.
iii. All the relevant data and Client approval, corrections, suggestions shall be provided to H&R Block. H&R Block shall not be held liable for any delay in filing of return for late receipt of data from client or delay in confirmation of the working provided by H&R Block.
iv. Revised return, if any, shall be charged separately as may be mutually decided between the parties on case to case basis.
v. H&R Block shall not be held liable for any loss, damage, cost, expense, demands, lien etc. arising out of incorrect return filed. It shall be the sole responsibility of client to authenticate the correctness of the data provided for filing of returns and computation of tax liability.
vi. If any of the developer is required to be on-shore at Client premises, there may be additional cost levied for travel, lodging stay, food and consultation fee, all other charges on actual basis. Please speak to your Account Manager for additional details.
vii. Client agree to not share the information of the proposal or contract with any third party without prior written consent of H&R Block.
viii. GSTIN makes regular changes on GSTN portal and it may happen that H&R Block is not able to update its data due to technical reasons or any other unavoidable circumstances. At any point of time H&R Block is not liable for non-performance of work resulting to the above said reasons. H&R Block makes every possible effort to update its data and other technical requirements required for effectively performance of services.
ix. H&R Block may engage third parties such as Chartered Accountants, consulting firms, tax advisors or professionals having expertise in the area of services Client wish to avail. Client grants H&R Block the right to engage such third party service providers and H&R Block may share with them the information (including Confidential and Personal Information) for the Services. H&R Block shall enter into a Non-Disclosure Agreement with such service providers before sharing of any Confidential Information of Client and shall take all the necessary efforts to protect the same.
x. All feedback must be sent via e-mails or written format to avoid confusion and to maintain records.
6.2 Terms for 3B – 2A comparison tool
i. Client shall provide Vendor Master including email and phone, to allow HRB to prepare mismatch report.
ii. The data fetched for GSTR 3B, GSTR 2A, vendor detailed report, vendor reconciliation mismatch report, is by using API’s from one of the GSPs with GSTN. H&R Block takes no responsibility for the correctness of this data, it is subject to the data available from the GSP APIs.
iii. We have deployed experts for calculating the percentages and other data calculated on the portal. However, if you face any discrepancies, please mail us on email@example.com
iv. The information reflected on the portal is on total basis and not at invoice level.
v. GSTR 2A may change anytime as vendors are continuously filing their returns at different timeframes. The results that is reflected can vary from time to time.
vi. It is recommended that you take advise from your consultant or any professional for any decision to be taken on GSTR 3B and GSTR 2A data downloaded using our software.
6.3 Terms for Managed GST Compliance and Reconciliation Service
i. Client shall provide Vendor Master including email and phone, to allow HRB to contact vendors for reconciliation.
ii. H&R Block will not be responsible for the corrections if the vendor is not responsive, and client is also not able to provide any input.
iii. H&R Block shall process returns on the basis of information provided.
The fees for providing the services shall be communicated to Client and approved by Client in a separate quotation send to Client over mail or any other correspondence.
Payment schedule shall be provided along with quotation. The invoices would be generated within 3 days from the filing of the returns for each month.
Except as otherwise provided herein, in no event shall either party be liable for any consequential, incidental, indirect, special or punitive damage, loss or expenses (including but not limited to business interruption, lost business, lost profits, or lost savings) even if it has been advised of their possible existence. The liability of H&R Block under any given circumstances shall be limited to 50% of the revenue earned from the Client.
This agreement shall be valid till termination from the date of acceptance on portal. Either party can terminate this agreement by giving 30 days prior notice.
i. Material Breach: In the event of a material breach of this Agreement by either
Party, the other Party shall have the right to terminate this Agreement upon 30 days’ advance notice to the breaching Party, unless such material breach is cured by the breaching Party before the end of such 30 days period or, in the case of a breach which cannot be cured within 30 days, the Party in breach can terminate this agreement by giving 30 days notice. The following events shall be termed as material breach of the agreement:
• Any disclosure or use of Confidential Information, not in accordance with the terms of this Agreement by the receiving party, would be a breach of this Agreement.
• Gross negligence, fraud, misrepresentations by either Party
• Client default in making of timely payment to H&R Block as per the payment terms
ii. Effects of Termination: Upon termination of this Agreement for whatsoever reason the party:
a. On termination of this Agreement, all outstanding obligations of either party under the terms of this Agreement shall continue to subsist until the same are fulfilled /
realized in totality.
b. H&R Block will delete all the files from its server relating to the Client. Client will be allowed to download its data from H&R Block’s server within 30 days from the date
of termination of this agreement, post which H&R Block shall not be liable for any loss of data to the Client. Prior notice shall be given to Client before deletion of the
c. Client shall clear all the pending dues of H&R Block within 30 days from the date of termination of this agreement.
d. Cease to exploit any Intellectual Property Rights owned by either party related to it and licensed in respect of the Services/products;
11. Hiring of Personnel:
It is agreed between the parties that they shall not employ the personal of the other party directly or otherwise whether employment or contractual basis unless such personal has served at least for 1 year with another company or entity.
In the event of any dispute arising out of or in relation to this Agreement, the Parties shall try and resolve the dispute amicably in good faith through negotiations. In case the dispute is not resolved within a reasonable time, the Parties agree to submit the same for arbitration to a sole arbitrator, mutually appointed by the Parties. In the event that the Parties cannot agree upon a sole arbitrator, each Party shall appoint an arbitrator and the two arbitrators shall mutually appoint the third presiding arbitrator. The arbitration proceedings shall be governed by the provisions of the Arbitration and Conciliation Act, 1996. Arbitration proceedings shall be conducted in the English language and the venue shall be Pune, Maharashtra. The award of the arbitration proceedings shall be final and binding on the Parties. Each party shall bear its own cost for Arbitration Proceedings. Cost of Arbitrators shall be borne equally by the parties.
13. Governing Law and Jurisdiction:
This Agreement shall be governed by and construed under the laws of India. Subject to arbitration clause above, any dispute arising out of or in relation to this Agreement shall be submitted to the sole jurisdiction of the courts of law at Pune, Maharashtra.
i. Force Majeure: In the event either Party is delayed or prevented from performing this Agreement or obligations hereunder, due to any cause beyond its reasonable control, including but not limited to earthquake, tsunami, flood, war, Government sanctions, restrictions, guidance, notifications and Acts of God or civil unrest (“Force Majeure”), such delay shall be excused during the continuance of delay, and the period of performance shall be extended to such extent as may be reasonable to perform after the cause of delay has been resolved. In the event, any such delay continues for a period of more than thirty (30) days, either Party may terminate this Agreement under which performance is delayed upon prior written notice to the other Party.
ii. Notices: Any and all notices that either Party is required or may desire to give to the other Party hereunder, shall be given by addressing the communication to the address set forth at the start of this Agreement, and shall be served by certified or registered post. Any change to the abovementioned address shall be informed to other Party in writing, within thirty (30) days of such change.
iii. Severability: The provisions of this Agreement shall be deemed severable, and the invalidity or unenforceability of any provision (or part thereof) of this Agreement shall in no way affect the validity or enforceability of any other provision (or remaining part thereof).
iv. Waiver: No delay or failure of either Party in exercising any right and no partial or single exercise of any right shall be deemed to constitute a waiver of that right or any other rights under this Agreement.
v. Data Security
a) H&R Block India follows Global security policy followed by H&R Block Inc.
b) Strong access control mechanism to allow access only on need to know basis.
c) Periodic IT products VAPT (Vulnerability and Penetration Test) by Govt certified (Cert IN) third party agency to ensure application level security.
d) Robust Disaster Recovery Plan with the data residing on secure Microsoft Azure cloud speaks about our commitment to safe guarding business continuity.
e) Periodic training and sign off on understanding of data security for all the employees that brings in expanded security mindfulness among them.
f) Monthly review of access control matrix and logs generated to ensure that security practices are followed with due respect to confidential data.
vi. Data Storage
a) Data Storage – Accounting data will be stored in H&R Block database for 6 years, so as to allow to revert to any government notices.
b) After 6 years, the data will be removed from the database.
c) Downloaded files of the whole year accounts statements, return forms will be provided to the client before deleting the same.
d) In case client discontinues the service from H&R Block, all accounting and tax filing forms data will be provided to the clients.
e) All the accounting and returns data is also available on demand for the client.
vii. Amendment: This Agreement may not be altered, or modified except by a written or online acceptance of addendum agreement by authorized representatives of the Parties.
viii. Entire Agreement: This Agreement contains the entire agreement and understandings by and between the Parties with respect to the covenants herein described, and no representations, promises, agreements or understandings, written or oral, not herein contained shall be of any force or effect.
ix. No Agency: The parties are and shall be, with respect to the subject matter of this Agreement, independent contractors of one another, and nothing herein shall be deemed to create an agency, partnership, employment, or joint venture relationship between the parties.
By clicking on “I Agree” Client confirm that I/we understand and voluntarily agree to the terms, conditions and disclosures presented in this Client Service Agreement.