1 Introduction
1.1 Terms –
These terms apply to the services you have engaged us to provide under the shared engagement letter. If we have commenced work in response to a proposal to you to which these terms are attached, then these terms shall continue to apply to our services. If anything in the terms is inconsistent with the engagement letter, the terms take precedence, unless the engagement letter specifically amends any of them.
1.2 Commencement –
This agreement will start on the earlier of (i) the date of the engagement letter; and (ii) the commencement of the services.
2 Services
2.1 Services –
We will perform the services described in the engagement letter with reasonable skill and care. You confirm that the scope is sufficient for your purpose. The services are provided solely for you for the purpose set out in the engagement letter.
2.2 Deliverables –
You may not disclose a deliverable to anyone else or refer to us or the contents of a deliverable or the findings of our work, except (i) as stated in the engagement letter, (ii) with our prior written consent on terms to be agreed, (iii) where required by applicable law or regulation, or (iv) to your group members as long as you tell them and they acknowledge, in advance, that we accept no liability to them and that no onward disclosure may be made.
2.3 Liability to you alone –
We accept no liability to anyone, other than you, in connection with our services, unless otherwise agreed by us in writing. You agree to reimburse us for any liability (including legal costs) that we incur in connection with any claim by anyone else in relation to the services.
2.4 Changes –
Either we or you may request a change to the services or this agreement. A change will be effective only when agreed in writing.
2.5 Extent of services –
In performing the services, we will not (i) carry out an audit, attest or other assurance engagement or (ii) unless otherwise expressly stated in the engagement letter to form part of the services, attempt to detect or accept responsibility for detecting fraud or misrepresentation (iii) provide any legal assistance, advice or opinion , the scope of which is as generally understood or interpreted under various laws from time to time (iv) appear, plead, act or represent you before any court, tribunal or any other authority, unless specifically permitted under applicable law. Our intent is to render advice and assistance in accomplishing the stated objective of this engagement and as an adjunct activity may include an understanding of the process and procedure as per local statutory enactments, rules and regulations without in any way rendering any specialist legal advice, which if so, required may be obtained by you independently.
2.6 Oral advice and draft deliverables –
You may rely only on our final written deliverables and not on oral advice or draft deliverables. If you wish to rely on something we have said to you, please let us know so that we may prepare a written deliverable on which you can rely.
2.7 Deemed knowledge –
In performing the services, we will not be deemed to have information from our other assignments.
3.1 Information –
In order for us to advise you properly you will make sure that (i) any information given to us by you, or anyone else working with or for you, (a) is given promptly, (b) is accurate and (c) is complete; and (ii) any assumptions are appropriate. Except to the extent expressly stated in the engagement letter to form part of the services, we will not verify any information given to us relating to the services. You will make sure, and we shall assume, that you have appropriate consents or authorisations for us to receive and process any information (including any third-party information or personal data, if applicable) and perform our services, in accordance with this agreement.
3.2 Your obligations –
Our performance depends on you performing your obligations under this agreement. We are not liable for any loss arising from you not fulfilling your obligations.
3.3 Acceptance –
Within 15 days (or any other agreed period) from your receipt of a draft deliverable, you will notify us if it is accepted. If it is not accepted, you will let us know the reasonable grounds for such non-acceptance, and we will take reasonable remedial measures so that the draft deliverable materially meets the agreed specifications. If you do not notify us within the agreed time period or if you use the draft deliverable, it will be deemed to be accepted. The Clause 3.3 is only applicable in case the engagement letter provides for deliverables in the form of any legal opinion, legal document, agreement, application, form, draft including but not limited to deliverables involving drafting related work.
4.1 Payment for services –
You agree to pay us for our services as per the Engagement Letter. Any estimate we may give you is not binding.
4.2 Basis of fees –
Our fees may reflect not only time spent, but also such factors as complexity, urgency, inherent risks, use of techniques, know – how and research together with the level of skills and expertise required of the personnel needed to perform and review the services. Our fees may include any time spent travelling for the purpose of the services that cannot be used productively for other purposes.
4.3 Expenses –
You will pay our out-of-pocket expenses that we incur in connection with the services, unless otherwise agreed in the engagement letter.
4.4 Taxes –
You will also pay any taxes, including applicable Goods and Services Tax and / or other such taxes, that are due in relation to our goods and services. You will pay us the full amount of any invoice, regardless of any deduction that you are required by law to make except for applicable tax deduction at source (TDS) in respect of our net income under the Income-tax Act, 1961. You undertake to submit all necessary information and documents, including GSTIN of yours, Your Site of work execution, Your Billing Location, your certificate of Goods and Service Tax (“GST”) registration and such other documents that may be required by us to adhere to statutory compliances as applicable under GST law. We shall not be responsible for verification of GST registration number of yours.
Any tax liability arising consequent to non-compliance of law or due to furnishing of incorrect registration number shall be borne by you. In the event, if you fail to furnish GST registration number, you will be treated as “unregistered”.
You acknowledge and agree that you would adhere to all the applicable GST compliance regulations including completion of any required compliance activities within the statutory timelines as may be prescribed from time to time by the Government of India. You undertake to intimate us in writing regarding any modification of statutory compliance data submitted by us against services provided to you.
You acknowledge and agree that in the event any enquiry, scrutiny, audit, assessment or any other tax proceedings are initiated against us in respect to this assignment, you shall fully support and co-operate with us by furnishing the relevant information and documents, related to the service provided by us under this agreement, on timely manner as may be required by us.
4.5 Invoices and payment –
We may invoice you on a monthly basis, unless we have agreed on a milestone basis as specified in the engagement letter. All invoices are due upon receipt. If you do not pay an invoice within 30 days (or any other such time period agreed in the engagement letter), we may charge you interest, at the prevailing commercial rate, on the overdue amount.
5.1 Confidential information –
We and you agree to use the other’s confidential information only in relation to the services, and not to disclose it, except where required by applicable law or regulation or where required by us to perform the services. However, we may give confidential information to our relevant subcontractors, as long as they are bound by confidentiality obligations, for the purposes (i) of providing the services, (ii) of internal, administrative (including storage, hosting, IT and other maintenance and support facilities), regulatory or compliance purposes; (iii) set out under Clause 7 below; and (iv) of quality and risk management reviews.
5.2 Exceptions –
Confidential information does not include any information which (i) is rightfully known to the recipient prior to its disclosure; (ii) is independently developed by the recipient without use of or reliance on confidential information; or (iii) is or later becomes publicly available without violation of this agreement or may be lawfully obtained from a third party.
5.3 Referring to you and the services –
We may wish to refer to you and the services we have performed for you when marketing our services. You agree that we may do so, as long as we do not disclose your confidential information.
5.4 Performing services for others –
You agree that we may perform services for your competitors or other parties whose interests may conflict with yours, as long as we do not disclose your confidential information.
We will own the intellectual property rights in the deliverables created under this agreement, and you will have a non – exclusive, non – transferable license to use the deliverables for your own internal purposes.
7.1 Each party to this agreement will comply with data protection legislation applicable to itself in relation to any personal data shared under this agreement.
7.2 Personal data –
You will not provide us with personal data unless the scope of work as provided in the agreement strictly requires such disclosure and you will strictly disclose such personal data to the extent required for the performance of the services. To the extent certain personal data is not required for performance of the services under the scope of work, you shall redact, mask or blank out such personal data prior to sharing or transferring data to us. You confirm that you have and at all times during the term of this engagement, will continue to have, competence and necessary authorisation from all relevant individuals whose data is being shared, as required under applicable data protection legislation, in order for us to use and disclose such personal data in accordance with the agreement and that such individuals have been given all the requisite and necessary information regarding its use.
We will process personal data received from you for the purpose of providing the services. We may also use the personal data for (i) our quality, risk and client management activities, (ii) providing you with information, including by means of electronic communication, about us, and our and/or their range of services, (iii) disputes and litigation, (iv) confirmation of provision of services for you, (v) for maintaining and using our relevant IT systems, and (vi) complying with any legal requirements or requirements of a professional body of which we or our staff are members. We will process personal data on paper as well as in electronic form, for as long as necessary to provide the services under the agreement, safeguard our rights and/or fulfil our obligations resulting from applicable laws, regulations or professional standards.
In relation to personal data shared with us in accordance with clause 7.2 above, while processing the personal data for you, we will: (i) process it only on your lawful documented instructions; (ii) implement appropriate measures designed to maintain its security, including by imposing confidentiality obligations on relevant personnel; (iii) transfer it to sub-contractors for the purposes of sub-processing only under a written contract which imposes obligations similar to those in this clause 7.3 (b) and you authorise us to transfer personal data to them; (iv) notify you without undue delay after becoming aware of a breach in respect of it; (v) subject to clause 10.1, within a reasonable time period, on your request either return or destroy the personal data as shared by you at the end of the engagement (except as required by applicable law or regulation).
We may transfer personal data shared with us to subcontractors and IT service providers (which may be located in India or other territories) in relation to any of the purposes set out in clause 7. We will carry out such transfers only where we have a lawful basis to do so or where it is required for us to perform the services, including to a recipient who is: (i) in a country which provides an adequate level of protection for personal data; or (ii) under reasonable confidentiality obligations agreed with us.
8.1 Specific types of loss –
You agree that we will not be liable for (i) loss or corruption of data from your systems, (ii) loss of profit, goodwill, business opportunity, anticipated savings or benefits or (iii) indirect or consequential loss.
8.2 Our liability –
You agree that our total liability for all claims connected with the services or this agreement (including but not limited to negligence), whether in contract, tort, statute or otherwise, is limited to the professional fees actually received by us for the performance of the services hereunder, which gave rise to such liability.
8.3 Sharing of limit –
Where we agree in writing to accept liability to more than one party, the limit on our liability in clause 8.2 will be shared between them, and it is up to those parties how they share it.
8.4 No claims against individuals –
You agree to bring any claim in connection with the services only against us, and not against any individual.
8.5 Proportionality –
If we are liable to you under this agreement, and another person would be liable to you in respect of the same loss (save for your contractual arrangements with them), then (i) the compensation payable by us to you in respect of that loss will be reduced; (ii) the reduction will take into account the extent of the responsibility of that other person for the loss; and (iii) in determining the extent of the responsibility of that other person for the loss, no account will be taken of (a) any limit or exclusion placed on the amount that person will pay or (b) any shortfall in recovery from that person (for whatever reason).
9.1 Subcontractors –
We may use other contractors and/or subcontractors (which may be located in India or other territories) (“our subcontractors”) to provide the services; and/or for internal, administrative, regulatory or compliance purposes; and/or in furtherance to Clause 7 above. We remain solely responsible for the services. However, it is clarified that certain services which may include legal advice, representation and assistance may be obtained at your instruction from a sub-contractor of your choice and the said sub-contractor shall be a duly qualified legal practitioner as understood under extant rules and regulations. We would like to clearly specify that such subcontractor alone will be responsible for the specialist legal advice, representation or opinion and we are not in any way connected with or be responsible or liable for any such legal advice, representation or opinion rendered to you by the said sub-contractor. We also intimate you that being an unconnected party, we do not authenticate the veracity or endorse the legal opinion or advice provided to you by a sub- contractor nor accept any consequences arising thereof. In no circumstances will we be regarded or deemed to have provided you with any legal advice, representation or assistance.
9.2 Restriction on claims –
You agree not to bring any claim (including one in negligence) against our subcontractors (or their partners, members, directors or employees) in connection with the services.
9.3 Group members –
You will ensure that none of your group members, (unless a party to this agreement), both while they are a group member and thereafter, brings any claim against our subcontractors in respect of any liability relating to the services or this agreement.
10.1 Policy –
We may retain copies of all materials relevant to the services, including any materials given to us by you or on your behalf.
10.2 We do not release materials which belong to us (including our working papers) unless we have specifically agreed to do so. We may require a release letter from the recipient as a condition of disclosure.
11.1 Immediate notice –
Either we or you may end this agreement immediately by giving written notice to the other if (i) the other materially breaches it and does not remedy the breach within 30 days, (ii) the other is or appears likely to be unable to pay its debts or becomes insolvent.
11.2 45 days’ notice –
Either we or you may end this agreement on 45 days’ written notice.
11.3 Fees payable on termination –
You agree to pay us for all services we perform up to the date of termination. Where there is a fixed fee for services, you agree to pay us for the services that we have performed uptil the date of termination in accordance with the payment plan in the Engagement Letter together with fees for services provided after the date of the last applicable payment under the payment plan on the basis of the time spent at our then current hourly rates. Any contingent element of the fees will remain payable in accordance with the engagement letter. If a contingent fee cannot be paid for regulatory reasons, you agree to pay all outstanding fees on the basis of time spent, unless alternative arrangements have been agreed.
12.1 Discussions –
If a dispute arises, the parties will attempt to resolve it by referring it for discussions and negotiations before commencing legal proceedings.
12.2 Arbitration –
In case any such dispute is not amicably resolved within forty-five (45) days of such referral, it shall be resolved through arbitration, in India, in accordance with the provisions of Arbitration and Conciliation Act 1996. The venue of such arbitration in India shall be the city of our office from where we have provided the Services.
12.3 Law and jurisdiction –
This agreement and any dispute arising from it, whether contractual or non – contractual, will be governed by laws of India and, subject to the arbitration clause above, be subject to the exclusive jurisdiction of the competent courts of India.
12.4 Limitation period – Any claims must be brought by you no later than 6 months after the date you were aware or should have been reasonably aware of the potential claim and, in any event, no later than 3 years from the date of the deliverable giving rise to the alleged liability.
13.1 Relationship – In performing the services for you, we are an independent contractor. Neither of us has power to bind the other. It replaces any earlier agreements, representations or discussions. No party is liable to any other party (whether for negligence or otherwise) for a representation that is not in this agreement.
13.2 Management responsibilities and functions –
You are responsible for all management functions and for decisions relating to the services, including evaluating and accepting the adequacy of the scope of the services in addressing your needs. You are also responsible for evaluating the results of the services or deliverables and for deciding what action (if any) you should take. You will designate an appropriate member of your management to oversee the services and make decisions. It is your responsibility to design, implement and maintain your internal controls.
13.3 Matters beyond reasonable control –
No party will be liable to another if it fails to meet its obligations due to matters beyond its reasonable control, or due to a force majeure event or any epidemic, pandemic or disease outbreak, and any actions or measures taken by governmental or regulatory authorities in relation thereto.
13.4 Entire agreement –
This agreement forms the entire agreement between the parties in relation to the services.
13.5 Your actions –
Where you consist of more than one party, an act or omission of one party will be regarded as an act or omission of all.
13.6 Assignment –
No party may assign, transfer or deal with their rights or obligations under this agreement without prior written consent, but we may novate the agreement to a transferee of all or part of our business.
13.7 Rights of third parties –
Except as set out in clauses 8.4, 9.2 and 9.3, a person who is not a party to this agreement has no rights to enforce any term of this agreement. The individuals referred to in those clauses may enforce them in their own right. Their consent is not required to vary or rescind this agreement.
13.8 Quality of service –
If you are not satisfied with the services, or have suggestions for improvement, please contact either your engagement team concerned which has been engaged to provide the services.
13.9 Survival –
Any clause that by its reasonable implication is intended to survive termination or expiry of this agreement will do so.
In this agreement the following words and expressions have the meanings given to them below:
services – the services set out in the engagement letter this agreement/the agreement – these terms and the engagement letter to which they relate (including any schedules/annexures thereto) Service Provider, we, us or our – refers to Lawgical Startup LLP, a limited liability partnership firm having LLP Identification Number AAS-8934 under the Limited Liability Partnership Act, 2008 and having Registered Office at Flat No.: 603 Floor: 6 Surya Jangid Complex CHSL, Jangid Circle Jangid Complex Mira Road (E), Thane Mira Road Vasai Thane Maharashtra 401107 and Branch Office at 1st Floor, 2134, Wright Town Stadium, Near Mahakoushal Hospital, Jabalpur 482002, Madhya Pradesh; you, your – the party or parties to this agreement (excluding us) your group members – any entity that directly or indirectly controls, is controlled by, or is under common control with you.