Effective Date: Jan 1, 2023
Last Updated on: Jan 1, 2023

 

The Unified Controllership Platform is a platform provided by Consark to enable finance teams to be at the forefront of business. The Unified Controllership Platform (“UCP software application”), a software application, is an intelligent platform for professional services automation and comprises simple workflows, insightful analytics, and customisable dashboards. Among other features, the Unified Controllership Platform includes a range of tools for the Chief Compliance Officers, Chief Accounting Officers, Financial Controllers, Chief Financial/Executive Officers to perform various functions including, but not limited to, compliance (direct tax, indirect tax), accounting (reliable and intelligent reporting of financial book closure, accounting reconciliations – AR/AP, GAAP compliance), risk (a virtual controls management framework for risk assurance management – IcoFR/SOX, process assurance management, controllership bots, data workflows) and transactions (valuations, due diligences, transaction support, deal advisory – fund raise/M&A) (“Services”). By using the website www.consark.ai (“Consark website”) and/or the Unified Controllership Platform software application and the Services associated with it, You are agreeing to be bound by the following terms and conditions (“Terms of Use & Service”).

 

The Consark website and the UCP software application are the property of Consark. By using the Consark website and/or the UCP software application, You agree to these Terms of Use & Service, if You do not agree, do not use the website and/or the software application. Any new features or tools which are added to the current UCP software application and/or Services will also be subject to the Terms of Use & Service.

 

As used in these Terms of Use & Service, “we”, “us”, “our” and “Consark” means Consark Inc., Consark LLP, Consark Advisory Services LLP or any of its affiliates or subsidiaries, and “You” means the Consark User, i.e., Consark’s customer (company/entity) as well as the person(s) authorised by Consark’s customer for using the Consark website and/or the UCP software application and its associated Services.

 

Consark reserves the right, at its sole discretion, to change, modify, add, or remove portions of these Terms of Use & Service, at any time. It is Your responsibility to check these Terms of Use & Service periodically for changes. Your continued use of the Consark website and the UCP software application following the posting of changes will mean that You accept and agree to the changes. As long as You comply with these Terms of Use & Service, Consark grants You a personal, non-exclusive, non-transferable, limited privilege to use the Consark website and the UCP software application.

 

This Terms of Use & Service shall coexist with the End User License Agreement (EULA), which can be found at  https://www.consark.ai/policies/eula.

 

1. ACCOUNT TERMS

 

• To access and use the UCP software application and the Services associated with it, You must register a Consark account (“Account”). To complete Your Account registration, You must provide us with Your name, contact number, postal address, and a valid email address. Consark’s customer and the person(s) authorised by Consark’s customer will individually as well as collectively be the contracting party(ies) for the purposes of this Terms of Use & Service. The person authorised by the customer will be the authorised user to use the corresponding Account and access rights to the said user are given based on the customer’s instructions to Consark. There may be multiple users for the same customer, with different or the same access rights, hence multiple Accounts can be created for the same customer. It is Your responsibility to ensure that every Account created is only used by the corresponding user and not by anyone else, and that such use is lawful and responsible.
• You acknowledge that for the provision of certain Services, Consark’s employees may also have to be added as users to your Account. You provide your express consent towards the addition of Consark’s employees to your Account when the need demands.
• You acknowledge that Consark will use Your email address as the primary method of communication with You. You must monitor the email address You provide to Consark and the email address must be capable of both sending and receiving messages. Your email communications with Consark can only be authenticated if they come from Your registered email address, therefore, should there be any change in the use of Your email address, You should update such change with Consark and provide Your new email address accordingly.
• Consark stores Your password in an encrypted format. You are responsible for keeping Your password secure. Consark cannot and will not be liable for any loss or damage from Your failure to maintain the security of Your Account and password.
• You agree not to reproduce, duplicate, copy, sell, resell, or exploit any portion of the Consark website, UCP software application, and Service, use of the Consark website, UCP software application, and Services, or access to the Consark website, UCP software application, and Services, without the express written permission of Consark. You also agree not to cache our displayed data in any form. You agree not to access the Consark website, UCP software application, and Services or monitor any material or information from the Consark website, UCP software application, and Services using any robot, spider, scraper, or other automated means. You may also not tamper with or circumvent any security technology included with the Consark website, UCP software application, and Services. Violation of this Clause will result in immediate Account termination.

 

2. PRIVACY

 

• Your use of our Services is subject to Consark’s Privacy Policy, which is available at https://www.consark.ai/policies/privacypolicy.

 

3. RULES GOVERNING USAGE OF SERVICES

 

• The Consark website and UCP software application are provided “AS IS”. Except where prohibited in these Terms of Use & Service or by applicable law, we reserve the right to modify the Services or any part thereof for any reason, without notice and at any time.
• You shall be solely responsible for Your use of the UCP software application and shall use the UCP software application lawfully and responsibly.
• Consark does not pre-screen the materials uploaded/stored by You in our server or the materials obtained by You from Your clients/customers/contacts through the Information workflow feature of the UCP software application that you then store in our server. Therefore, You agree to defend, indemnify and hold harmless Consark and its affiliates, directors and employees, against any and all damages, actions, proceedings, claims, demands, costs, losses, liabilities, expenses, etc., arising out of Your use, uploading, and/or storage of Your materials and/or Your clients’/customers’/contacts’ materials in the UCP software application and its associated servers, including any infringement or breach of trust or contract caused by such action of Yours.
• You acknowledge that when using the Information workflow feature of the UCP software application seeking for information/files/documents from a requestee, the requestee is sent an email on the email address provided by You to Consark and the said email comprises of the link to access the UCP software application wherein the requested information/files/documents can be uploaded. You further acknowledge that the said link to access the UCP software application by the requestee is not password protected and therefore You agree to take entire responsibility to keep the link safe. You represent and warrant that You shall be responsible for providing the accurate email address of the requestee to Consark and that should there be any untoward disclosure of information and/or breach in security of the information, You shall defend, indemnify and hold harmless Consark and its affiliates, directors and employees against any and all damages, actions, proceedings, claims, demands, costs, losses, liabilities, expenses, etc., arising out of the same.
• You acknowledge that the UCP software application provides You the option of either using its servers for storage of Your/Your clients’/customers’/contacts’ information or the option of linking Your personal cloud storage platform to the UCP software application whereby the information collected can be stored directly in your personal cloud storage drive. You agree that in the latter case, Consark does not have any liability as regards loss or misuse of data, or regards the security of the data stored.
• You acknowledge and agree that the nature of information and/or document/file collected by You using the Information workflow feature of the UCP software application and subsequently stored by You, either on Consark’s servers or Your personal cloud storage platform, is solely at Your discretion without Consark having any knowledge, influence or involvement whatsoever in the matter, and therefore, You undertake to be responsible, lawful and collect and store only relevant and legal information/data as may be expedient and necessary. You agree to defend, indemnify and hold harmless Consark, its affiliates, directors and employees against any and all damages, actions, proceedings, claims, demands, costs, losses, liabilities, expenses, etc., arising from Your breach of the aforesaid.
• Consark reserves the right to provide our Services to Your competitors and makes no promise of exclusivity. You further acknowledge and agree that Consark’s employees and contractors may also be Consark Users and that they may compete with You, although they may not use Your Confidential Information (as defined in Clause 5) in doing so.
• In the event of a dispute regarding Account ownership, we reserve the right to request documentation to determine or confirm Account ownership. Documentation may include, but is not limited to, a government issued photo ID or confirmation of Your status as an employee of the entity.
• You may neither use the Consark website, UCP software application, and Services for any illegal or unauthorised purpose nor may You, in the use of the aforementioned, violate any laws in Your jurisdiction.
• You acknowledge that Consark may monitor Your activities on the Consark website and/or UCP software application through plugins at Consark’s discretion, in accordance with applicable laws, and You consent to such monitoring. In addition, upon notice from Consark, You shall provide Consark with such information, access, and assistance as we may reasonably require.

 

4. PAYMENT TERMS

 

• Payment terms are governed by the agreement entered into between Consark and you.
• Consark may require a valid payment method on file with us in future, to pay for all incurred and recurring fees. You agree to allow Consark to charge applicable fees to any valid payment method that You authorise until the Term of the UCP software application and/or Services is terminated and any and all outstanding fees have been paid in full.
• For the avoidance of doubt, all sums payable by You to Consark under these Terms of Use & Service will be paid free and clear of any deductions or withholdings whatsoever. Other than Taxes charged by Consark to You and remitted to the appropriate tax authorities on Your behalf, any deductions or withholdings that are required by law will be borne by You and paid separately to the relevant taxation authority. Consark will be entitled to charge the full amount of fees stipulated under these Terms of Use & Service to Your authorised payment method ignoring any such deduction or withholding that may be required.
• Consark reserves our right to not provide any refunds.

 

5. CONFIDENTIALITY

 

• “Confidential Information” will include, but will not be limited to, any and all information associated with a party’s business and not publicly known, including specific business information, technical processes and formulas, software, customer lists, prospective customer lists, names, addresses and other information regarding customers and prospective customers, product designs, sales, costs (including any relevant processing fees), price lists, and other unpublished financial information, business plans and marketing data, and any other confidential and proprietary information, whether or not marked as confidential or proprietary. Consark’s Confidential Information includes all information that You receive relating to us, or to the Services, that is not known to the general public including information related to our security program and practices.
• Each party agrees to use the other party’s Confidential Information solely as necessary for performing its obligations under these Terms of Use & Service and in accordance with any other obligations in these Terms of Use & Service including this Clause 5. Each party agrees that it will take all reasonable steps, at least substantially equivalent to the steps it takes to protect its own proprietary information, to prevent the duplication, disclosure or use of any such Confidential Information, other than (i) by or to its employees, agents and subcontractors who must have access to such Confidential Information to perform such party’s obligations hereunder, who each will treat such Confidential Information as provided herein, and who are each subject to obligations of confidentiality to such party that are at least as stringent as those contained herein; or (ii) as required by any law, regulation, or order of any court of proper jurisdiction over the parties and the subject matter contained in these Terms of Use & Service, provided that, if legally permitted, the receiving party will give the disclosing party prompt written notice and use commercially reasonable efforts to ensure that such disclosure is accorded confidential treatment. Confidential Information will not include any information that the receiving party can prove: (A) was already in the public domain, or was already known by or in the possession of the receiving party, at the time of disclosure of such information; (B) is independently developed by the receiving party without use of or reference to the other party’s Confidential Information, and without breaching any provisions of these Terms of Service; or (C) is thereafter rightly obtained by the receiving party from a source other than the disclosing party without breaching any provision of these Terms of Service.

 

6. LIMITATION OF LIABILITY AND INDEMNIFICATION

 

• You expressly understand and agree that, to the extent permitted by applicable laws, Consark and its suppliers will not be liable for any direct, indirect, incidental, special, consequential or exemplary damages, including but not limited to, damages for loss of profits, goodwill, use, data or other intangible losses arising out of or relating to the use of or inability to use the Consark website, UCP software application, Service or these Terms of Use & Service (however arising, including negligence).
• You agree to indemnify and hold us and (as applicable) our parent, subsidiaries, affiliates, officers, directors, agents, and employees, harmless from any claim or demand, including reasonable attorneys’ fees, made by any third party due to or arising out of (a) Your breach of these Terms of Use & Service or the documents it incorporates by reference (including the EULA and Privacy Policy); (b) or Your violation of any law or the rights of a third party; or (c) any aspect of the transaction between You and a third party or authority, including but not limited to fraudulent transactions, alleged or actual violation of applicable laws, or Your breach of the Terms of Use & Service.
• You will be responsible for any breach of the Terms of Use & Service by Your affiliates, agents, colleagues, employees, or subcontractors and will be liable as if it were Your own breach.
• Your use of the Consark website, UCP software application and its associated Services is at Your sole risk. The Consark website, UCP software application and its associated Services are provided on an “as is” and “as available” basis without any warranty or condition, express, implied, or statutory.
• Consark does not warrant that the Consark website, UCP software application and its associated Services will be uninterrupted, timely, secure, or error-free.
• Consark does not warrant that the results that may be obtained from the use of the Consark website, UCP software application and its associated Services will be accurate or reliable.
• Consark does not warrant that the Consark website, UCP software application and its associated Services will meet Your expectations, or that any errors in the Services will be corrected.

 

7. INTELLECTUAL PROPERTY AND OWNERSHIP

 

• Consark owns all right, title, and interest in and to the Consark website, UCP software application and its associated Services and all related technology and intellectual property rights. Subject to the terms of this Terms of Use & Service and the EULA, Consark grants to You a limited, royalty-free, revocable, non-exclusive, non-sublicensable, non-transferrable license to download/install/use (where applicable) the Consark website, UCP software application and its associated Services during the Term. Solely to the extent that applicable law requires the exercise of intellectual property rights owned by Consark or its licensors for You to access or use the Consark website, UCP software application and its associated Service, Consark grants to You a limited, royalty-free, revocable, non-exclusive, non-sublicensable and non-transferrable license to exercise such intellectual property rights subject to the terms of this Terms of Use & Service and EULA, during the Term.
• You will not use the Consark website, UCP software application or its associated Services in any manner or for any purpose other than as expressly permitted by this Terms of Use & Service and EULA. You will not and/or will not attempt to (a) modify, distribute, alter, tamper with, repair, or otherwise create derivative works of the Consark website, UCP software application or its associated Services, or (b) sublicense the Consark website, UCP software application or its associated Services. These license restrictions will continue to apply following the termination of Your use of the UCP software application and its associated Services.
• Consark acknowledges that You are the owner of the materials You upload onto the Services. We do not claim any ownership in the materials You upload, however, we do require a license to those materials. You accordingly grant Consark a non-exclusive, transferable, sub-licensable, royalty-free, worldwide right and license to host, run, copy, store, reproduce, make available, display, and translate, the materials provided by You in connection with the Services. You represent, warrant, and agree that You have all necessary rights in the materials to grant this license.
• You agree that Consark can, at any time, review and delete any or all of the materials submitted by You to the UCP software application and its associated Services, although Consark is not obligated to do so.

 

8. TERM AND TERMINATION

 

• The term of these Terms of Use & Service will begin on the date of Your completed registration for use of the Services and continue until terminated by us or by You, as provided below (the “Term”).
• You may delete Your Account and terminate the Terms of Use & Service at any time by writing to us from your registered email address.
• Without limiting any other remedies, we may suspend or terminate Your Account or the Terms of Use & Service for any reason, without notice and at any time (unless otherwise required by law), including if we suspect that You are in breach of the terms of this Terms of Use & Service. Termination of the Terms of Use & Service will be without prejudice to any rights or obligations which arose prior to the date of termination.
• Upon termination of the Services by either party for any reason:
  • Consark will cease providing You access to the UCP software application and also cease providing You with the Services and You will no longer be able to access Your Account;
  • unless otherwise provided in the Terms of Use & Service, You will not be entitled to any refunds of any fees, pro rata or otherwise;
  • any outstanding balance owed to Consark for Your use of the UCP software application and its associated Services through the effective date of such termination will immediately become due and payable in full; and
  • Your account will be permanently deleted including all the information and data You have provided, from the UCP software application.