Terms & Conditions

Terms & Conditions

Last Updated on 14th May 2025.

This document named ‘Terms & Conditions’ was last modified on 14th May 2025.These Terms & Conditions (hereinafter referred to as the ‘Terms &Conditions’) describe the precise terms and conditions which you (the reader ORthe User/Client/Vendor) accept by using the Consultant’s Website or theConsultant’s Services, or by being in any situation as mentioned in this wholedocument.

1.    Definitions

a.    In this Terms & Conditions, the mentioned terms shall mean the following:

i.     Consultant’ or ‘Consultants’ shall means Vilasani Ventures, the registered entityin the form of LLP (Limited Liability Partnership), OR under any othergenre/type of registered entity under the Indian legislation. The said ‘Consultant’ or Consultants’ is/are engaged in providing various consultancy services in their own capacity and network.                                             
ii.     ‘Website’
shallmean a collection of interrelated, accessible web pages that are hosted on aspecific domain or subdomain, typically containing text, images, videos, andother digital content, which can be accessed over the internet using a webbrowser. It is generally designed to provide information, services, products,or other functionalities to users, and may include interactive elements such asforms, e-commerce capabilities, or user-generated content. It is typicallyaccessible through a unique URL (Uniform Resource Locator) and is hosted on aserver, which allows users to connect and interact with the website via theWorld Wide Web.                                            
iii.     ‘User’ or ‘Users’
shallmean any human, person, entity, agency, establishment, proprietor, firm,individual, company, incorporation, human controlled bot(s), a collection ofthe mentioned subjects or any combination of them, or any other living entitycapable of accessing a Website, and consume its data through appropriate or anymedium or any forms.                                            
iv.     ‘User/Client’
shallmean a human, person, entity, agency, establishment, proprietor, firm,individual, company, incorporation, a collection of the mentioned subjects orany combination of them, who are capable of accepting the Services provided bythe Consultant OR are currently involved in any one or more of the Servicesprovided by the Consultant OR are somehow involved, indirectly through anythird-party, somehow, in any one or more, or any combination of Servicesprovided by the Consultant, OR are in need of the Consultant’s Servicesrespectively. For the convenience of the reader, it shall also mean a‘User/Users’ as and when interpreted by the Consultant appropriately at certainparts of this Concerned Document.                                            
v.     ‘Service/Services’
shallrefer to any professional advisory, guidance, analysis, evaluation, design, orother intellectual services rendered by the Consultant to its Users/Clients,which may include, but is not limited to, management consulting, strategicplanning, business analysis, project management, technology implementation,training, or any other specialized Service tailored to the User’s/Client’sspecific needs. The Service is typically provided in accordance with the termsand conditions agreed upon by the parties, and may be delivered throughreports, recommendations, consultations, workshops, or other formats, asappropriate. The Service may include the provision of physical goods orproducts but focuses on the provision of expert knowledge, expertise, andassistance in the relevant area of the User’s/Client’s business oroperations."                                            
vi.     ‘Fee/Service-Amount’
shallmean a payment in monetary and quantifiable terms, made to the Consultant bythe Client, for the Service rendered by the Consultant to the Client. It shallalso mean the total sum of money to be paid by the Client to the Consultant inconsideration for the Services rendered by the Consultant under relevantlegally binding agreements/contracts. The Fee/Service-Amount includes allcharges, fees, or amounts payable for the Consultant's performance of theServices, whether such services are provided on an hourly, fixed-price, or anyother basis as agreed by the parties. The Fee/Service-Amount may include, butis not limited to, any additional costs, reimbursements, taxes, or other sumsthat may be due to the Consultant for the provision of such Services, asspecified in the relevant legally binding agreements/contracts respectively.                                           
vii.     ‘Price/Amount’
shallmean the total sum of money to be paid by the Consultant to the Vendor inexchange for the services, goods, or any other deliverables provided by theVendor under various legally binding agreements to the Consultant. It mayinclude, but is not limited to, any agreed-upon fees, charges, reimbursements,taxes, or other costs that are due and payable to the Vendor in considerationfor the performance of the Vendor's obligations. It shall be payable inaccordance with the payment terms specified in the relevant legally bindingagreements/contracts, subject to any applicable adjustments, deductions, ormodifications as provided for herein. It shall always be in monetary andquantifiable terms.                                         
viii.    ‘Content’
shall mean the information the concerned User/Clientshall provide to the Consultant for communication of professional information,from the Consultant to the said User/Client, regarding and including, but not limited to, Services, promotions,newsletters, offers, legal notices, or any other like information through messages, emails, calls, or any othermedium possible. It shall also include any other messages, emails, calls, orany other medium of communication, both digital and non-digital, executed bythe User/Client/individual towards the Consultant, outside of the Consultant’sWebsite. It shall also include everything which the Consultant’s Websiteprovides for the public at large, including pictures, visuals, texts, or anycombination of them.                                            
ix.     ‘MoU (Memorandum ofUnderstanding)’
shall mean a binding document, signed and acceptedby and between the Client and the Consultant for every Service/Project given orprovided to the Client by the Consultant respectively AND a binding document,signed and accepted by and between the Client and the Vendor for everyService/Project given or provided to the Consultant by the Vendor respectively.                                             
x.     ‘Agreement/Contract’
shallmean legally binding documents entered into between the Consultant and itsClients OR Vendors OR any other individual, outlining the terms, conditions,rights, obligations, and responsibilities of each party with respect to theServices to be provided by the Consultancy firm OR Services to be given to theConsultancy firm respectively. These agreements may include, but are notlimited to, engagement letters, service contracts, non-disclosure agreements(NDAs), memorandum of understanding (MOUs), or any other formal written orelectronic agreement executed by the parties. The Agreements/Contracts specifythe scope of the services, duration, fees, payment terms, confidentialityprovisions, intellectual property rights, dispute resolution mechanisms, andother relevant terms necessary to govern the professional relationship betweenthe Consultancy firm and the client. All Agreements/Contracts shall be governedby the applicable laws and regulations in force at the time of execution andshall be enforceable in accordance with such laws.                                            
xi.     ‘Client Policy’
isa legally binding document which lays out the base/fundamentals for theMemorandum of Understanding (MoU) and governs the said MoU mandatorily, whichshall be signed between the Client and Vilasani Ventures (Consultant), beforeany Service is provided/given to the Client by Vilasani Ventures OR any Serviceis provided/given to the Consultant by the Vendor respectively.                                           
xii.     ‘Vendor Agreement’
shallmean a legally binding contract entered into between the Consultant and aVendor or supplier or any other third-party, wherein the said Vendor agrees toprovide goods, services, or other products as part of a project or Services orengagement managed by the Consultant for its Client or any other individual.The Vendor Agreement outlines the terms and conditions under which the Vendorwill deliver the specified goods or services, including but not limited to,pricing, delivery schedules, performance standards, confidentialityobligations, intellectual property rights, warranties, and dispute resolutionprocedures. It also includes the roles and responsibilities of the Vendor, aswell as the obligations of the Consultant in managing the vendor’s performanceand ensuring compliance with the terms of the agreement. The Vendor Agreementshall be governed by the applicable laws and regulations in force at the timeof execution and shall be enforceable in accordance with such laws. It is alsoa legally binding document which lays out the base/fundamentals for theMemorandum of Understanding (MoU) and governs the said MoU mandatorily, whichshall be signed between the Vendor and Vilasani Ventures (Consultant), beforeany Service is provided/given to the Consultant by the said Vendorrespectively.                                         
xiii.    ‘Vendor’
shall mean any individual, freelancer, entity,agency, incorporation, establishment, or third-party supplier that providesgoods, services, or products to the Consultant under a Vendor Agreement OR hasalready provided it. The Vendor may be engaged by the Consultant to supplyspecific materials, resources, or services that are necessary for thecompletion of a project or a Service or the fulfilment of the Consultant’sobligations to its Clients or any other individual. The Vendor is responsiblefor delivering the goods or services in accordance with the terms andconditions set forth in the relevant Vendor Agreement, including but notlimited to, quality standards, timelines, pricing, warranties, and compliancewith applicable laws and regulations. The Vendor's relationship with theConsultant is governed by the specific terms of the Vendor Agreement and isdistinct from the Consultancy firm's direct relationship with its clients.                                          
xiv.     ‘Client’
shallmean any individual, corporation, partnership, agency, firm, individual,company, or other legal entity that engages the Services of the Consultantrespectively. The Client may be the recipient of advice, Services, orprofessional consultation, and may also include any authorized representativesor agents of the Client who are acting on behalf of the Client in connectionwith this engagement. It shall also include both the primary contracting partyand any third-party entities or individuals designated by the Client to receiveor benefit from the services provided by the Consultant.                                           
xv.     ‘PaymentPortal/Gateway’
shall mean an online or electronic platform orsystem that facilitates the secure processing of payments for goods, services,or other transactions by enabling the transfer of payment information between abuyer, a seller, and financial institutions or payment processors. The PaymentPortal/Gateway allows users to make payments through various methods, includingcredit cards, debit cards, electronic funds transfer, or digital wallets, andensures the secure transmission of payment data in compliance with applicablesecurity standards, such as the Payment Card Industry Data Security Standard(PCI DSS). The Payment Portal/Gateway may also provide additional features suchas transaction verification, fraud detection, and currency conversion, and istypically operated by a third-party service provider contracted by the partyreceiving payments. All transactions processed through the PaymentPortal/Gateway shall be subject to the terms and conditions set forth by theservice provider and applicable laws and regulations governing electronicpayments.                                          
xvi.     ‘Feedback Form’
shallmean a standardized document, either in physical or electronic format, providedby a party (such as a business, organization, or service provider), in thiscase, the Consultant, to collect, record, and analyse feedback, opinions, orevaluations from individuals or users or Clients or Vendors, regarding theirexperience with a product, service, or interaction. The Feedback Form mayinclude fields for comments, ratings, suggestions, or other forms of inputintended to assess the quality, effectiveness, and satisfaction of the servicesor products provided. The collected information may be used for purposes suchas improving service delivery, customer satisfaction, or product development.The Feedback Form is generally subject to the privacy and data protection lawsapplicable to the jurisdiction in which it is used, and any personal oridentifiable information submitted via the Feedback Form will be handled inaccordance with relevant privacy policies and regulations.                                        
xvii.    ‘User Generated Content’
shall refer toany content, including but not limited to text, images, videos, audio, reviews,comments, and other forms of media, created and uploaded by Users/Clients orany individual or participants of a platform, service, or website, specificallyon the Consultant’s Website or any other platform to which the Consultant isconnected to, directly or indirectly.

2.    Overview

a.    By accessing the Consultant's Website, theUser/Client/Vendor agrees to the following terms with the Consultant.

i.     The Consultant may amend this Terms & Conditions and any linked informationfrom time to time by posting amended terms on the Website, without any noticeto the concerned User/Client/Vendor. Please note that this Section is applicable for only those Users/Clients/Vendors who are not actively engaged with the Consultant. Those User/Client/Vendor who are otherwise actively engaged with the Consultant legally, shall be privy to such notifications and communications of the said changes to these Terms & Conditions as and whenthey are altered, amended, etc. by the Consultant, through apt mode ofcommunication as the Consultant may deem fit, at their earliest.
ii.     
The Website (as defined above, plus what is explained here) is an online digital space where Users/Clients/Vendors access general information about the Consultant’s Services and other relevant information as and when updated andput out on this Website by the Consultant respectively. The Website enables User/Client/Vendor to surf, access, and consume all the information, through relevant and legal mediums, provided by the Consultant, about their (Consultant’s) Services and other relevant general information. The Consultantsare, under no circumstances, not a party to any contractual agreements with the User/Client/Vendor in the concerned online digital space, known as the Website,or any other concerned digital space connected directly or indirectly to the Consultant, as the Consultant merely facilitates a general access ofinformation about the Consultant’s Services through such mediums respectively.
iii.     
The Consultant may, from time to time,  without any notice or communication to  anyone whatsoever, change, alter, delete, add, etc. to the Website or the information on the same, products (if any) or Services described in it. However, the Consultant does not undertake a legalobligation to keep the Website updated. The Consultants are not liable to the User/Client/Vendor or anyone else if any error occurs in the information on theWebsite or if that information is not current.

3. Scope

a.    Before using the Website, the User/Client/Vendor must read the whole Terms & Conditions, other relevant policies,agreements, etc. and all other like legal documents provided by the Consultanton their Website for the public at large respectively.
b.    The concerned User/Client/Vendor must read and accept all of the terms in, andlinked to, this Terms & Conditions, the Consultant’s Privacy Policy, other relevant policies, agreements, etc. and all other like legal documents providedby the Consultant on their Website for the public at large respectively. By accessing the Consultant’s Website, through anymeans or medium, the User/Client/Vendor agrees that this Terms & Conditionswill apply whenever the said User/Client/Vendor use the Website, or when theUser/Client/Vendor use the tools the Consultant make available to interact withthe Website, or when the concerned User/Client/Vendor uses the Consultant’s Service in general respectively. Some websites may have additional or other terms that the Consultant provides to the concerned User/Client/Vendor when thesaid User/Client/Vendor uses those services, as and when required.

4. Eligibility

a.    The concerned User/Client/Vendor will not use the Website if the said User/Client/Vendor:

i.     Are not able to form legally binding contracts; 
ii.     
Are under the age of 18;
iii.     
A person barred from receiving and rendering services under the laws of India orother applicable jurisdiction; 
iv.    
Aresuspended from using the Website adhering to the Consultant’s Terms &Conditions and other relevant policies; or  
v.    
Do nothold a valid email address (optional, if and only when the User/Client/Vendor deems it necessary to contact the Consultant through this Website or any othermedium respectively).

a.    The individual User/Client/Vendoraccessing the Website, through any medium, will be held responsible for allactions taken by the said User/Client/Vendor, without any limitation, if andwhen they are in breach of this Terms & Conditions, the Consultant’sPrivacy Policy, local State and Country laws, or any other related agreementsand policies provided by the Consultant respectively.
b. The User/Client/Vendor may providea business name or a company name (if and only when the said User/Client/Vendordeems it necessary to contact the Consultant through this Website or any othermedium respectively), which is associated with the User/Client/Vendor inhis/her/their individual capacity AND is legally feasible, represented by themand registered. The said User/Client/Vendor acknowledge and agree that where abusiness name or company name is associated with their persona under the law,then this Terms & Conditions shall apply in full and the said User/Client/Vendorremain solely responsible for all activity undertaken in respect of theirpersona under the said business name or company name.
c.     A company, corporation, trust, NGO,partnership, proprietor, general individual or other non-individual corporateentity, or anyone or anything else of like nature, may be a User/Client/Vendor,compulsorily subject to all the local, State and Country laws, they reside inrespectively.
d.    The Consultant may, at theirabsolute discretion, refuse access to any person or entity or a generalindividual  as a Use or Client or Vendor,access to this Website or any other platform the Consultant has control, eitherdirectly or indirectly respectively.
e.    The User/Client/Vendor cannottransfer or assign any rights or obligations the said User/Client/Vendor haveunder this Terms & Conditions without prior written consent of theConsultant.

5.    Using the Website

a.    While using the Consultant’s Website, the concerned User/Client/Vendor will notattempt to or otherwise do any of the following:

i.     Infringe any laws, third party rights or theConsultant’s policies, such as the, Privacy Policy, Refund Policy, CookiePolicy, etc.;
ii.    
Post false, inaccurate, misleading, deceptive,defamatory or offensive content (including personal information), in the‘Contact Us’ form/section or anywhere else on the Consultant’s Website or anyother medium which the Consultant controls, either directly or indirectly,through any means;
iii.    
Take any action that may undermine the feedback orreputation systems (such as displaying, importing or exporting feedbackinformation or using it for purposes unrelated to the Consultant’s Website); 
iv.    
Distribute or post spam, unsolicited, or bulkelectronic communications, chain letters, or pyramid schemes in the ‘ContactUs’ form/section or anywhere else on the Consultant’s Website through anymeans;
v.    
Distribute viruses or any other technologies that mayharm the Consultant, their Website, or the interests or property of theConsultant’s Users (including their Intellectual Property Rights, privacy andpublicity rights) or is unlawful, threatening, abusive, defamatory, invasive ofprivacy, vulgar, obscene, profane or which may harass or cause distress orinconvenience to, or incite hatred of, any person;
vi.    
Download and aggregate listings, brochures, PDF files,any written or visual information, or any other like digital assets from ourWebsite, either for own use or non-personal use or any other use, without theConsultant's express written permission.
vii.    
"Frame", "mirror" or otherwiseincorporate any part of the Consultant’s Website into any other website withoutthe Consultant’s prior written authorisation;
viii.    
Attemptto modify, translate, adapt, edit, decompile, disassemble, or reverse engineerany software programs, algorithms, back-end data or schematics, etc., used bythe Consultant in connection with the Website; 
ix.    
Copy, modify or distribute rights or content from theWebsite or the Consultant’s copyrights and trademarks; or harvest or otherwisecollect information about the Consultant’s Users, including email addresses,without their and the Consultant’s consent;
x.    
Use the Consultant’s Website to facilitate moneyexchange including, but not limited to, cryptocurrency (e.g. bitcoin, ethereum,etc).

6. Intellectual Property Rights

a.    Allintellectual property created during the engagement of the Service provided bythe Consultant for any concerned User/Client, or for the service provided bythe Vendor to the Consultant as and when required, remains the property of theConsultant by default even after the full or partial Fee/Service-Amount isreceived by the Consultant from the said concerned User/Client OR even afterthe full or partial Price/Amount is made to the Vendor by the Consultantrespectively. IF the said User/Client/Vendor insists of keeping suchintellectual property rights, then the said User/Client/Vendor shallcommunicate the same to the Consultant, and after such communication, if theConsultant agrees in full, in written acceptance, then the said ownership ofany deliverables will transfer to the said concerned User/Client/vendorrespectively. This Section is subject to all the other Chapters and provisionsof this Terms & Conditions respectively.
b.    It is the Consultant’s policy torespond to clear notices of alleged intellectual property rights infringement.The Consultant's  Copyright InfringementPolicy is designed to make submitting notices of alleged infringement to theConsultant as straightforward as possible while reducing the number of noticesthat the Consultant receive that are fraudulent or difficult to understand orverify. If the concerned User/Client/Vendor believes that their IntellectualProperty Rights have been violated, then they shall notify the Consultantthrough their official email address, and the Consultant will investigate tothe best of their ability.

7.    Copyright

a.    All content and functionality on the Consultant’sWebsite, including text, graphics, logos, icons, images, and videos and theselection and arrangement thereof, in addition to any concepts, know-how,tools, frameworks, software, applications or other technology, algorithms,models, processes, and industry perspectives underlying or embedded in theforegoing, along with any enhancements to or derivative works thereof, is theexclusive property of the Consultant or its licensors and, to the extentapplicable, is protected by India and international copyright laws. Neither theConsultant’s Website nor functionality of the same, may be copied, reproduced,modified, reverse engineered, altered (including the removal or disabling ofany security or technological safeguards, disclaimers, or legends) uploaded,published, uploaded, posted, transmitted, or distributed in any way without theConsultant’s written permission. All rights not expressly granted are reserved.
b.    This Section issubject to all the other Sections and provisions of this Terms & Conditionsrespectively.

8.    Trademark

a.    The trademarks, service marks, designs, andlogos (collectively, the “Trademarks”) displayed on the Consultant’s Website oron any of the Consultant’s publications or productions, digital or non-digital,whatever the case may be, are the registered and unregistered Trademarks of theConsultant and its licensors. The concerned User/Client/Vendor agree that,except as expressly permitted by the Consultant (e.g., through social mediasharing tools provided on the Consultant’s Website) or by the Consultant’slicensors, where applicable, the concerned User/Client/Vendor will not refer toor attribute any information to the Consultant or its licensors in any publicmedium (e.g., press release, websites, or public social media) for advertisingor promotion purposes, or for the purpose of informing or influencing any thirdparty and that the concerned User/Client/Vendor will not use or reproduce anyTrademark of, or imply any endorsement by or relationship with, the Consultantor its licensors.
b.    This Section is subject to all the other Sections and provisions of this Terms & Conditionsrespectively.

9.    Services Provided by the Consultant

a.    All engagements of the Consultant’s Servicesshall be initiated in any of the two ways, whatever the case may be:                                                                                  

i.     Incase of both the Client and the Vendor, with a written agreement detailing thescope of Services, deliverables, timeline, and Fee/Service-Amount ORPrice/Amount, or any other relevant information. Both parties (the Consultantand the concerned Client/Vendor) must sign this agreement before any workcommences. For general purposes, the said ‘agreement’ may be called the‘Memorandum of Understanding (MoU)’, or whatever the Consultant may deem fit toname it.
ii.    
Incase of Client only, in addition to the Clause above, also, with the transferof Fee/Service-Amount by the said concerned Client to the Consultant, eitherpartially or in full/whole, even before the signing of the said MoU mentionedabove or even before the initiation of the said MoU, if signed (initiation maymean the ‘start date’ which may be mentioned in the said MoU).

b.    The Consultant charges a certainFee/Service-Amount for the Services that the Consultant provides, such asCompany Formation, Accounts, Compliances & Regulatory Affairs, Full StackWeb Development, GST Registration & Filing, Legal HR  Framework, Agreements & Contracts,Creative Designing, Business Growth & Sales, Business Marketing, AppDevelopment (iOS & Android), Software Development, or any other Servicethat the Consultant may decide to provide, at any point of time.
c.    When the User/Client have a will touse a Service which is provided by the Consultant, then the said User/Clientwill have an opportunity to review and accept the said Service, itsFee(s)/Service-Amount and its various mandatory terms and conditions, that thesaid User/Client shall be charged based on the Consultant’s schedule/decisionof Fee/Service-Amount, which the Consultant may change from time to time andmay update by placing it on the Consultant’s Website or any other public mediumpossible. Please note that the said ‘review’ mentioned here shall be done bythe concerned User/Client with the information provided by the Consultant inpublic domain only.
d.     The Consultant may choose totemporarily change the Fee/Service-Amount for their Services for promotionalevents (for example, discounts on memberships, initial orders, etc.) or newServices (as and when provided by the Consultant), and such changes shall beeffective as and when the Consultant deems it fit on their own accord andcapacity. The Consultant may post a temporary promotional event or a newService on the Consultant's Websites or on the Consultant’s social mediaplatforms, or as notified through promotional correspondence, or by any othermeans possible.

i.     Thispromotional event or a particular temporary promotion or any new Serviceprovided by the Consultant may be withdrawn for a specific User, or for thepublic at large/whole, if:

1.     Significantreversals, fraud or chargebacks are observed by the Consultant;
2.     TheConsultant believes in their own capacity, without any conditions, undueinfluence, or permission from anyone else, that it should not continue anymore;
3.     It hasserved the purpose for which it was initiated in the first place as decided andfixed by the Consultant, and;
4.     TheConsultant wishes to simply stop it in between, at any stage, without anynotice to the concerned public, the concerned User(s), or anyone elserespectively.

ii.     TheConsultant reserves the right to disallow use of the said promotional event ora particular temporary promotion or any new Service provided by the Consultant,in its sole and absolute discretion, with respect to fair use of thispromotion, and to prevent any suspected fraud.
iii.    
TheConsultant reserves the right to compulsorily require submission of furtherinformation from any party, generally the User, applying to make use of thispromotional event or a particular temporary promotion or any new Serviceprovided by the Consultant, for investigating fraud and for risk management andrelated purposes.
iv.    
TheConsultant reserves the right to cancel or amend this promotional event or aparticular temporary promotion or any new Service provided by the Consultant atany time, without any notice, with the exception of communication or notice tosuch Users who might have a quantifiable monetary interest already invested inthe said promotional event or a particular temporary promotion respectively.The Consultant will then work with such Users, in their best capacity, toeither return such quantifiable monetary interests as mentioned or work out asolution agreeable to both the parties, i.e., the said User and the Consultant.
v.    
TheConsultant reserves the right to cancel the promotional event or a particulartemporary promotion or any new Service provided by the Consultant, in anyregion if it is deemed to be partially or fully becomes unlawful to offer thepromotion to any resident of that region. Communication or notice to such Userswho might have a quantifiable monetary interest already invested in the saidpromotional event or a particular temporary promotion event shall be done bythe Consultant, and the Consultant will then work with such Users, in theirbest capacity, to either return such quantifiable monetary interests asmentioned or work out a solution agreeable to both the parties, i.e., the saidUser and the Consultant.

e.    Unless otherwise stated, allFee/Service-Amount AND Price/Amount shall be quoted by the Consultant in IndianRupees with ‘₹’ symbol OR ‘INR’ or 'Rupees’, representing the same in all cases.
f.    The Consultant may choose to temporarilyor permanently change or modify the Fee/Service-Amount OR Price/Amount or theTerms & Conditions for their Services which the Consultant providescurrently, and such changes shall be effective as and when the Consultant deemsit fit on their own accord and capacity. The Consultant may notify the saidchanges on the Consultant's Websites or on the Consultant’s social mediaplatforms, or by any other means possible. Non-notification of such changes bythe Consultant shall not render such changes irrelevant.

i.     Thesetemporary or permanent changes or modifications to the Fee/Service-Amount orPrice/Amount or Terms & Conditions of the concerned current Servicesprovided by the Consultant may be withdrawn for a specific User/Client/Vendor,or for the public at large/whole, if:

1.     Significantreversals, fraud or chargebacks are observed;
2.     TheConsultant believes in their own capacity, without any conditions, undueinfluence, or permission from anyone else, that it should not continue anymore;
3.     It hasserved the purpose for which it was initiated in the first place;
4.     TheConsultant wishes to simply stop it in between, at any stage, without anynotice to the concerned public, the concerned User(s)/Client(s)/Vendor(s), oranyone else respectively.
5.     Theconcerned User/Client/Vendor wishes to inculcate such permanent or temporarychanges.
6.     Pleasenote that for the purposes of Section-9(f)(i)(1)-(5) above, the Consultant shall have the completefreedom and unconditional right to decide on such temporary or permanentchanges. The same, if executed, shall then be communicated to the concernedUser/Client/Vendor respectively by the Consultant.

ii.     TheConsultant reserves the right to disallow use of the said temporary orpermanent changes or modifications to the Fee/Service-Amount or Price/Amount orTerms & Conditions of the concerned current Services provided by theConsultant, in its sole and absolute discretion, with respect to their fairuse, and to prevent any suspected fraud.
iii.    
TheConsultant reserves the right to require submission of further information fromany party applying to make use of this temporary or permanent changes ormodifications to the Fee/Service-Amount or Price/Amount or Terms &Conditions of the concerned current Services provided by the Consultant, forinvestigating fraud and for risk management and related purposes.
iv.    
TheConsultant reserves the right to cancel or amend these temporary or permanentchanges or modifications to the Fee/Service-Amount  or Price/Amount or Terms & Conditions ofthe concerned current Services provided by the Consultant at any time, withoutany notice, with the exception of communication or notice to suchUsers/Clients/Vendors who might have a quantifiable monetary interest alreadyinvested in the said permanent or temporary changes respectively. TheConsultant will then work with such Users/Clients/Vendors, in their bestcapacity, to either return such quantifiable monetary interests as mentioned orwork out a solution agreeable to both the parties, i.e., the saidUser/Client/Vendor and the Consultant.
v.    
TheConsultant reserves the right to cancel these temporary or permanent changes ormodifications to the Fee/Service-Amount or Price/Amount or Terms &Conditions of the concerned current Services provided by the Consultant, in anyregion if it is deemed to be partially or fully becomes unlawful to offer thesame to any resident of that region. Communication or notice to suchUsers/Clients/Vendors who might have a quantifiable monetary interest alreadyinvested in the said permanent or temporary changes shall be done by theConsultant, and the Consultant will then work with such Users, in their bestcapacity, to either return such quantifiable monetary interests as mentioned orwork out a solution agreeable to both the parties, i.e., the saidUser/Client/Vendor and the Consultant.

g.    The Consultant shall provide thefollowing Services as their main source of occupation legally, to the public/worldat large/whole;

i.     CompanyFormation.
ii.    
Accounts,Compliances & Regulatory Affairs.
iii.     FullStack Web Development.
iv.    
GSTRegistration & Filing 
v.    
LegalHR  Framework, Agreements &Contracts.
vi.    
CreativeDesigning.
vii.    
BusinessGrowth & Sales.
viii.    
Business Marketing.
ix.    
AppDevelopment (iOS & Android).
x.    
SoftwareDevelopment.
xi.    
Or anyother Service which the Consultant may deem fit to provide.

h.    The detailed ‘Terms &Conditions’ for each of the Services mentioned in Section-9(g) above, are mentioned as separately in Chapter-2 ofthis document. All of these Terms and Conditions of such Services, shall bebound by this Terms & Conditions mentioned in Chapter-1 of this document, and all the other relevantagreements, contracts, policies, etc. and all other legal documents provided bythe Consultant respectively. Please refer to the same for details and clarity.

10.    Taxes

a.    The concerned Users/Clients/Vendors areresponsible for paying any taxes due on them legally, in their own accord andcapacity, including but not limited to, any goods and services tax (GST) orvalue added taxes, which may be applicable depending on the jurisdiction of theServices provided to them by the Consultant, or services taken from suchVendors by the Consultant
b.    Depending on theUser’s/Client’s/Vendor’s residency or location, the said User/Client/Vendor maybe subject to certain ad valorem or other taxes (for example, GST in India), oncertain Fee/Service-Amount or Price/Amount, that the Consultant shall charge orwhat is the Consultant is charged respectively. These taxes will be added toFees/Service-Amount billed to the said User/Client, if applicable by theConsultant, and may be added to the said Price/Amount paid by the Consultant tothe concerned Vendor, if applicable. Please note that an ‘Invoice’ shall becompulsorily be made and delivered, through appropriate means, by theConsultant if the Consultant is receiving the said Fee/Service-Amount by theconcerned User/Client, AND an invoice/receipt shall be compulsorily be receivedby the Consultant from the said Vendor or any concerned individual, if theConsultant is paying such Vendor or the concerned individual respectively, forany service the Consultant might receive from such Vendor or such individual.
c.     The User/Client/Vendoracknowledges that they must comply with their obligations under income taxprovisions in their jurisdiction and other relevant laws, guidelines and rulesthey may require to follow compulsorily for that time.
d.    For the IndianUser/individual/Client specifically: As of 1st of October 2018 Indian GST lawsmandate a collection of 18% GST by the Consultant as tax on the Services provided bythe Consultant. Accordingly, the Consultant shall collect 18% tax (GST) from the Users/individuals/Client in Indian jurisdiction and will depositthe same to the Indian government exchequer in accordance with applicable GSTlaws and procedure. Please note that this specific clause is subject to changesby the Income Tax laws of India.

11.    Portfolio/Promotion of User’s/Client’s/Vendor’sContent

a.    The Consultant may display theUser’s/Client’s/Vendor’s company, individual, or business name, logo, images orother media as part of the Consultant’s Services and/or other marketingmaterials relating to the Consultant’s Website, or anything alike, except wherethe said User/Client/Vendor have explicitly requested that the Consultant donot do this and the same specific request has been agreed by the Consultant, inwriting mandatorily.
b.    The User/Client/Vendor acknowledgesthat the Consultant may use the public description of their projects or outputand the content of their profile information on the Consultant’s  Website or on the Consultant’s various socialmedia profiles/platforms, or any other medium, for marketing and other relatedpurposes.
c.     If the Consultant deems it fit, theConsultant shall have the right to have a non-exclusive, sub-licensable,irrevocable and royalty-free worldwide license under all copyrights,trademarks, patents, trade secrets, privacy and publicity rights and other intellectualproperty rights to use, reproduce, transmit, print, publish, publicly display,exhibit, distribute, redistribute, copy, comment on, modify, adapt, translate,create derivative works based upon, publicly perform, make available andotherwise exploit such User’s/Client’s/Vendor’s project or output or feedbackor content, of any nature, in whole or in part, in all media formats now knownor hereafter devised and on third-party sites and platforms in any number ofcopies and without limit as to time, manner of frequency of use, withoutfurther notice to the concerned User/Client/Vendor, and without the requirementof permission from or payment to the said User/Client/Vendor or any otherperson or entity.
d.    Please note that the defaultposition of the Consultant shall be that as mentioned in these Clauses of thisSection. If the said User/Client/Vendor so wishes to opt out of the Clausesmentioned above in this Section, they shall do so ONLY with the explicitwritten permission of such Consultant only.

12.   Content

a.    The Consultant does not claim ownership tothe concerned User’s/Client’s/Vendor’s Content, with the exception of Section-11 of Terms & Conditions of Chapter-1 ofthis document.
b.    No ‘Content’ of any kind, providedor communicated by the User/Individual, shall automatically bind the Consultantin a legally binding Contract/Agreement unilaterally, regarding theConsultant's Services or about any other subject-matter respectively. The sameshall be done ONLY through a set procedure, with their own Terms &Conditions, as mentioned in this document in all the Chapters, or as and when,a and with the explicit written permission of the Consultant only.
c.     The concerned User/Client/Vendor acknowledgeand agree that:

i.     TheConsultant’s Website OR any space handled by the Consultant, directly orindirectly, shall act only as a medium of online digital space for the onlinedistribution and digital-publication of the Consultant’s Service’s content orany other thing which the Consultant shall deems fit. The Consultant makes nowarranty that User/Client/Vendor Content, if any,  is made available on the Consultant’sWebsite, or anywhere else. Still, the Consultant shall have the right to takeany action deemed appropriate by the Consultant with respect to theUser’s/Client’s/Vendor’s content on such Consultant’s platform, if any; 
ii.    
TheConsultant have no responsibility or liability for the deletion or failure tostore any Content, whether or not the Content was actually made available onthe Consultant’s Website OR any space handled by the Consultant, directly orindirectly,, or anywhere else, with the exception of all the content requiredto be stored by law; and
iii.    
Anyand all Content submitted to the Consultant's Website OR any space handled bythe Consultant, directly or indirectly, or anywhere else, is subject to theConsultant’s approval. The Consultant may reject, approve or modify theUser’s/Client’s/Vendor’s Content at the Consultant sole discretion.

d.    The concerned User/Client/Vendorrepresent and warrant that their Content:

i.     Willnot infringe upon or misappropriate any copyright, patent, trademark, tradesecret, or other intellectual property right or proprietary right or right ofpublicity or privacy of any person; 
ii.    
Will not violate any law or regulation;  
iii.    
Will not be defamatory or trade libellous;
iv.    
Will not be obscene or contain child pornography; 
v. 
Will not contain the development, design, manufacture or production of missiles, ornuclear, chemical or biological weapons, or anything of like nature;
vi.    
Will not contain material linked to terrorist activities;
vii.   
Will not include incomplete, false or inaccurate information about other Users/Clients/Vendorsor any other individual; and 
viii.  
Will not contain any viruses orother computer programming routines that are intended to damage, detrimentallyinterfere with, surreptitiously intercept or expropriate any system, data orpersonal information.

e.    If there’s any breach under Section-12(d)(i)-(viii), then the Consultant shall have a unilateral, unconditional,and full rights to execute legal action towards the concerned User/Client/Vendoror the said concerned individual, whatever the case may be, under relevant lawsand jurisdiction respectively.
f.    The User/Client/Vendor acknowledgesand agrees that the Consultant may transfer their Content (which may includetheir personal information) (whole or partial, whatever the case may be) to arelated body corporate or any other entity, and their information or Contentmay be transferred outside of India. Nevertheless, if the concerned User/Client/Vendorwishes to withdraw their consent for the same AND wishes for the deletion ofthe same, then then shall communicate the same to the Consultant throughappropriate official and legal means and time, and by doing so, theyacknowledge and agree that the Consultant may be unable to provide theconcerned User/Client/Vendor with access to the Consultant’s Website or any ofthe Consultant's internal assets, both digital and non-digital, and may deletetheir information or Content aptly and timely. Please note that such ‘deletion’may take some time depending on the complexity of the technologies such data isinvolved in, henceforth meaning, that the Consultant shall work in their bestcapacity to make sure that such data is completely deleted adhering to suchprolonged time, which may be of any duration respectively.
g.     Information on the Consultant’sWebsite OR any digital space handled by the Consultant, directly or indirectly,may contain general information about legal, financial, health and othermatters. The information is not advice, and should not be treated as such. TheUser/Client/Vendor must not rely on the information on the Website as analternative to professional advice. If they have specific questions about anymatter, then they may consult their own professional adviser or they may reachout to the Consultant directly for utmost and more clarity.
h.    The Consultant provides unmonitoredaccess to third party content, including User Feedback, Portfolios, Blogs andArticles with original content and opinions (or links to such third partycontent). The Consultant only acts as a portal and shall have no liabilitybased on, or related to, third party content on the Consultant’s Website, ORany space handled by the Consultant, directly or indirectly, whether arisingunder the laws of copyright or other intellectual property, defamation, libel,privacy, obscenity, or any other legal discipline.
i.    The Consultant’s Website OR anydigital space handled by the Consultant, directly or indirectly, may containlinks to other third party websites. The Consultant do not control the websitesfrom which such concerned links are taken for the Consultant Website OR anydigital space handled by the Consultant, directly or indirectly. The Consultantdo not endorse the content, products, services, practices, policies orperformance of the websites the Consultant links to from the Website OR anydigtial space handled by the Consultant, directly or indirectly,. Use of thirdparty content, links to third party content and/or websites is at the concernedUser’s/Client’s/Vendor’s risk.
j.     In relation to deletion or hidingof any information or User/Client/Vendor Content -  using the Website to delete, hide or otherwisedispose of information does not imply permanent deletion of content orinformation. Information or User/Client/Vendor Content may be retained by theConsultant for a period of time to fulfil record keeping, regulatory,compliance, statistical, law enforcement and other obligations. For completedeletion request by the concerned User/Client/Vendor, they shall follow Section-12(f) above.

13.   Feedback, Reputation & Reviews

a.    The concerned User/Client/Vendoracknowledges that they transfer copyright of any feedback, reputation orreviews they leave, which may be consisting of comments and any rating(s) (e.g.quality, communication etc.) together with any composite rating by theConsultant, or anything else of like nature, with the Consultant respectively.The concerned User/Client/Vendor acknowledges that such feedback, reputationand reviews belong solely to the Consultant, notwithstanding the fact, that theConsultant permits them to use it on the Consultant's Website OR anydigital space handled by the Consultant, directly or indirectly,irrespective of the fact, that they remain a User/Client/Vendor of theConsultant's Services. The concerned User/Client/Vendor must not use, or dealwith, such feedback, reputation and reviews in any way inconsistent with theConsultant's policies as posted on the Consultant's Website OR anydigital space handled by the Consultant, directly or indirectly, fromtime to time without the Consultant's prior written permission.
b.    The concerned User/Client/Vendormay not do (or omit to do) anything that may undermine the integrity of theConsultant's feedback system (if any, on their own or any third-party platform).The Consultant is entitled to suspend or terminate the concernedUser's/Client's/Vendor’s concerned feedback or blacklist their name/ID at anytime if the Consultant, in their sole and absolute discretion, is concerned byany feedback about the said User/Client/Vendor or from them, or their feedbackrating, where the Consultant believes that their feedback system may besubverted or corrupted, harming the Consultant intangible reputation, oranything of negative and like nature.
c.     The Consultant's feedback ratingsbelong solely to the Consultant and may not be used for any other purposes,other than facilitating the advertising of the Consultant's Services via theConsultant's Website OR any digital space handled by the Consultant, directlyor indirectly. The concerned User/Client/Vendor may not use feedback, including,but not limited to, marketing or exporting, any or all of theirs compositerating(s) or feedback comment(s) in any real or virtual venue other than awebsite operated by the Consultant or its related entities, OR any digitalspace handled by the Consultant, directly or indirectly, without theConsultant's written permission.

14.   Communication With Others on the Website

a.    Communication with other Users/Clients/Vendorson the Consultant’s Website, OR any digital space handled by the Consultant, directly orindirectly, under the Comment, Feedback, etc. section must be conductedthrough the text, audio and or video chat functionality (whatever the case maybe at that time, as and when the feature is provided by the Consultant or byany third-party platform), along with message boards, public clarificationboards, Project message board, direct message sending and other communicationchannels provided on the Website OR any digital space handled by theConsultant, directly or indirectly. (if and when provided by theConsultant).
b.    Theconcerned User/Client/Vendor must not post their email address or any otherpersonal or non-personal contact information (including but not limited toSkype ID, Zoom ID, etc. or other identifying strings of other platforms) on theConsultant’s Website OR any digital space handled by the Consultant, directly orindirectly, except in the"email". “Contact Number”, “Name”, etc., field of the signup form orany other form which the Consultant may provide exclusively for the same, atthe Consultant request or as otherwise permitted by the Consultant on theConsultant Website, OR any digital space handled by the Consultant,directly or indirectly.
c.     Unlessthe concerned User/Client/Vendor has a prior relationship with anotherUser(s)/Client(s)/Vendor(s) at their own individual personal capacity, theymust only communicate with User(s)/Client(s)/Vendor(s) via the Consultant'sWebsite OR any digital space handled by the Consultant, directlyor indirectly, ONLY. Theconcerned User/Client/Vendor must positively not attempt to, communicate withother Users/Clients/Vendors, whatever the case may be, through any other meansincluding but not limited to email, telephone, Mobile Phones, Skype, ICQ, AIM,MSN Messenger, WeChat, SnapChat, GTalk, GChat, WhatsApp, Yahoo, etc. TheConsultant shall NOT be held responsible at all, if there is a breach of thisspecific Clause respectively.
d.    Usersfound to be in violation of the Consultant’s Terms and Conditions under Chapter-1, especially of the Section-15(c) above, by engaging in communications outside theplatform (Consultant’s Website OR any digital space handled by theConsultant, directly or indirectly),then local, State and Country laws of appropriate jurisdiction(s) shall applyon such a concerned User/individual/Client/Vendor respectively.
e.    Inrelation to video/virtual-audio-video chat and audio chat (if such afunctionality is provided by the Consultant on their Website OR anydigital space handled by the Consultant, directly or indirectly), any terms agreed to between anyUsers/Clients/Vendors on such Consultant’s Website OR any digital spacehandled by the Consultant, directly or indirectly, must be confirmed in writing using the chat or directmessage function. (if applicable).
f.     TheConsultant may use information such as the concerned User’s/Client’s/Vendor’sname, location, display or username, and or their image, in relation to theprovision of messaging services (if such a functionality is provided by theConsultant on their Website OR any digital space handled by theConsultant, directly or indirectly),on the Consultant’s Website OR any digital space handled by theConsultant, directly or indirectly, or in the mobile apps, for appropriate reason(s) as the Consultantdeems it fit at their own capacity. Please note that the Privacy Policy, thisdocument, and all other relevant agreements, contracts, etc. shall apply tohandle such sensitive information by the Consultant respectively.
g.     TheConsultant shall have the right to read and store all correspondence posted tothe Consultant’s Website OR any digital space handled bythe Consultant, directly or indirectly, and download or access, and test (if necessary), all uploaded files,programs and websites related to the concerned User/Client/Vendor use of theWebsite for the purpose of investigating fraud, regulatory compliance, riskmanagement and other related purposes.

15.   Identitfication Procedure

a.    The concerned User/Client/Vendor authorisesthe Consultant, directly or through third parties, to make any inquiries thatthe Consultant considers necessary to validate their identity. For the samepurposes, the Consultant exclusively use a ‘Client Detail Form’ and ‘VendorDetail Form’, as and when required, as a compulsory procedure set forth by theConsultant. Nevertheless, in furtherance of the said Forms mentioned before, theconcerned User/Client/Vendor shall also, mandatorily, at the Consultant’srequest:

i.     Provide further information to the Consultant, whichmay include the concerned User’s/Client’s/Vendor’s date of birth and or otherinformation that will allow the Consultant to reasonably identify them;
ii.    
Take steps to confirm ownership of the concernedUser’s/Client’s/Vendor’s email address or financial instruments or any othercredentials or identification(s) as and when required; or
iii.    
Verify the concerned User’s/Client’s/Vendor’sinformation against third party databases or through other sources.

a.    Theconcerned User/Client/Vendor must also, at the Consultant’s request, providecopies of identification documents (such as their passport or driver's licence,etc.).
b.    TheConsultant may also ask the concerned User/Client/Vendor to providephotographic identification holding their identification together with theirlegal signature as and when required.
c.     TheConsultant may provide the concerned User/Client/Vendor with a unique set ofCode/ID  that  provides an additional identity verificationstep, or may serve any other purpose as the Consultant may deem fit. The saidCode/ID may be asked by the Consultant, which is mandatory for them to provideas and when required by the Consultant.
d.    TheConsultant also reserves the right to request a video interview with theconcerned User/Client/Vendor to validate this (general) information, theiridentity, their background, or any other information as and when required bythe Consultant.
e.    TheConsultant reserves the right to close, suspend, limit, delete or blacklist theconcerned User’s/Client’s/Vendor’s Code/ID or their name or their IP address,or anything of like nature, to restrict their visiting the Consultant’s WebsiteOR anydigital space handled by the Consultant, directly or indirectly, in the Consultant’s concerneddatabase in the event that the Consultant is unable to obtain or verify to theConsultant’s satisfaction the information which the Consultant requests underthis section.
f.     TheConsultant reserves the right to update the concerned User’s/Client’s/Vendor’sparticulars on the Consultant’s database in order to match any identitydocumentation that has been provided.
g.     TheConsultant shall have an unconditional and an unequivocal right to deny theconcerned User/Client/Vendor any of the Service or other relevant rights andinformation as the Consultant deems fit, which the Consultant provides,promised or non-promised, either legally or otherwise, if and when theConsultant have reasons to believe that they are in breach of Section-16(a)-(g) or otherwise, mentioned above. Please note, that theConsultant shall communicate such decision, to the concerned User/Client/Vendor,or any concerned individual, as and when it is decided by the Consultant, ANDshall work with the said User/Client/Vendor to resolve such issue to the bestof their capacity. Till the closure of such resolving from the Consultant’sside, the said decision shall stand without any objections from suchUser/Client/Vendor respectively.

16.    Client Service-Agreement

a.    When the User or any other individual or alegally incorporated entity or just an individual, agrees to procure a Servicefrom the Consultant, and the Consultant, thereby, agrees for the same on amutual Agreement/Contract (may be known as MoU (Memorandum of Understanding)),signed and approved by both the Consultant and the said User/Individual/legallyincorporated entity or just an individual, then the Consultant and the saidUser/Individual/legally incorporated entity or just an individual, whatever thecase may be, shall be deemed to have entered into a legally bindingAgreement/Contract (may be known as the MoU (Memorandum of Understanding)),under which the said User/Individual/legally incorporated entity and theConsultant shall agree to the various terms and conditions mentioned in thesaid mutually decided Agreement/Contract (or the MoU (Memorandum ofUnderstanding)), respectively.
b.    In addition to the Clause above, the samelegally binding Agreement/Contract shall be fully applicable, along with allthe Chapters of this document, and all other relevant legal policies,agreements, guidelines, etc. provided by the Consultant, IF and when such a useror any other individual or a legally incorporated entity or just an individual,transfers the Fee/Service-Amount to the Consultant, either in full or in part,before the signing of the said mutually decided Agreement/Contract (may beknown as Memorandum of Understanding (MoU)), or even before the initiation ofsuch Agreement/Contract (may be known as Memorandum of Understanding (MoU)), whichmay be taken as ‘start date’ as mentioned in the same.
c.     Theconcerned User (which then shall become a Client in relation to the Consultant)hereby fully agree, without any conditions, that the said Agreement/Contract (maybe known as Memorandum of Understanding (MoU)),shall not be  in conflict with this Terms& Conditions, all the Chapters of this document or any other relevantpolicies or agreements or contracts provided by the Consultant, AND that thesigning of the said Agreement/Contract (may be known as Memorandum ofUnderstanding (MoU)), by the concerned User  (which then shall become a Client in relationto the Consultant) shall automatically imply in full, that they have read,accepted and agree with this document, all the Chapters in it, and any otherrelevant policies or agreements or contracts provided by the Consultant, infull without any conditions or reservations respectively.
d.    Theconcerned User (which then shall become a Client in relation to the Consultant)are solely responsible for ensuring that they comply with their legally bindingor other obligations towards the Consultant. If the concerned User (which thenshall become a Client in relation to the Consultant), does not, then the sameshall become liable to the Consultant, as per this document’s (all Chapters)provisions, and all other relevant policies, agreements, contracts, guidelines,etc. provided by the Consultant, which may apply respectively.
e.    Theconcerned User (which then shall become a Client in relation to the Consultant)must ensure and agree in full, that they are fully aware of any domestic laws(including common law), international laws, statutes, ordinances andregulations relevant to them as a User (which then shall become a Client inrelation to the Consultant), or individual or a legally incorporated entity, orin any other uses as the case may be.
f.     TheConsultant shall ONLY be liable to enforce the provisions of this document, allof its Chapter’s provisions, a signed and agreed Agreement/Contract (may beknown as MoU (Memorandum of Understanding)), or any other relevant agreementsor contracts or policies, as the case may be. The Consultant, under nocircumstances, shall bear responsibility for enforcing any other document,agreement, contract, policies, etc., which are not produced by the Consultantor are not legally signed and approved by the Consultant respectively.
g.     Nothingin this document is intended to override a right that by applicable law may notbe excluded. Nothing in this document is intended to violate any laws relatingto unfair contracts, and this Terms & Conditions of Chapter-1 has beenspecifically drafted to ensure compliance with unfair contracts legislation. Tothe extent that any component of this Terms & Conditions is in conflictwith inalienable rights under local laws, State laws, or Country laws, allrelevant parties shall intend for this document to be read down, only insofaras to be in compliance with such local laws and no further. Meaning, only theconflicting part of this document with the relevant state law, may be struckdown after a proper discussion, meeting AND judgment of the relevant Court ofLaw of appropriate jurisdiction respectively.
h.    Eachindividual acknowledges and agrees that the relationship between the saidUser/individual/legally incorporated entity, or just an individual, and theConsultant is that of an independent contractor with limited to no legalobligation for a specific duration only. Nothing in this document creates apartnership, joint venture, agency or employment relationship, or anything oflike nature, between the said User/individual/legally incorporated entity, orjust an individual, and the Consultant.
i.      Eachindividual acknowledges and agrees that the Consultant may record, store, andreview audio and video calls (as the case may be, if applicable), conductedthrough the Consultant's Website OR any digital space handled by theConsultant, directly or indirectly,communication features for quality assurance, training, and service improvementpurposes. The Consultant shall handle all recorded content in accordance withapplicable laws and its obligations under these provisions of this document,Privacy Policy, and including any applicable privacy provisions provided by theConsultant.

17.    Vendor Service-Agreement

a.    When the User or any other individual or alegally incorporated entity or just an individual, agrees to give a Service tothe Consultant, and the Consultant, thereby, agrees for the same on a mutualAgreement/Contract (may be known as Vendor Agreement) signed and approved byboth the Consultant and the said User/Individual/legally incorporated entity orjust an individual, then the Consultant and the said User/Individual/legallyincorporated entity or just an individual, whatever the case may be, shall bedeemed to have entered into a legally binding Agreement/Contract (may be knownas the MoU (Memorandum of Understanding)), under which the saidUser/Individual/legally incorporated entity and the Consultant shall agree tothe various terms and conditions mentioned in the said mutually decidedAgreement/Contract (may be known as the Vendor Agreement) respectively.
b.    Theconcerned User (which then shall become a Vendor in relation to the Consultant)hereby fully agree, without any conditions, that the said Agreement/Contract (maybe known as Vendor Agreement),shall not be  in conflict with this Terms& Conditions, all the Chapters of this document, or any other relevantpolicies or agreements or contracts provided by the Consultant, AND that thesigning of the said Agreement/Contract (may be known as the VendorAgreement) by the concerned User  (which then shall become a Vendor in relationto the Consultant) shall automatically imply in full, that they have read,accepted and agree with this document, all the Chapters in it, and any otherrelevant policies or agreements or contracts provided by the Consultant, infull without any conditions or reservations respectively.
c.     Theconcerned User (which then shall become a Vendor in relation to the Consultant)are solely responsible for ensuring that they comply with their legally bindingor other obligations towards the Consultant. If the concerned User (which thenshall become a Vendor in relation to the Consultant), does not, then the sameshall become liable to the Consultant, as per this document’s (all Chapters)provisions, all provisions of the Vendor Agreement (if the Agreement/Contractis named as such) and all other relevant policies, agreements, contracts,guidelines, etc. provided by the Consultant, which may apply respectively.
d.    Theconcerned User (which then shall become a Vendor in relation to the Consultant)must ensure and agree in full, that they are fully aware of any domestic laws(including common law), international laws, statutes, ordinances andregulations relevant to them as a User (which then shall become a Vndor inrelation to the Consultant), or individual or a legally incorporated entity, orin any other uses as the case may be.
e.    TheConsultant shall ONLY be liable to enforce the provisions of this document, allof its Chapter’s provisions, a signed and agreed Agreement/Contract (may beknown as Vendor Agreement), or any other relevant agreements or contracts orpolicies, as the case may be. The Consultant, under no circumstances, shallbear responsibility for enforcing any other document, agreement, contract,policies, etc., which are not produced by the Consultant or are not legallysigned and approved by the Consultant respectively.
f.     Nothingin this document is intended to override a right that by applicable law may notbe excluded. Nothing in this document is intended to violate any laws relatingto unfair contracts, and this Terms & Conditions of Chapter-1 has beenspecifically drafted to ensure compliance with unfair contracts legislation. Tothe extent that any component of this Terms & Conditions is in conflictwith inalienable rights under local laws, State laws, or Country laws, allrelevant parties shall intend for this document to be read down, only insofaras to be in compliance with such local laws and no further. Meaning, only theconflicting part of this document with the relevant state law, may be struckdown after a proper discussion, meeting AND judgment of the relevant Court ofLaw of appropriate jurisdiction respectively.
g.     Eachindividual acknowledges and agrees that the relationship between the saidUser/individual/legally incorporated entity, or just an individual, and theConsultant is that of an independent contractor with limited to no legalobligation for a specific duration only. Nothing in this document creates apartnership, joint venture, agency or employment relationship, or anything oflike nature, between the said User/individual/legally incorporated entity, orjust an individual, and the Consultant.
h.    Eachindividual acknowledges and agrees that the Consultant may record, store, andreview audio and video calls (as the case may be, if applicable), conductedthrough the Consultant's Website OR any digital space handled by theConsultant, directly or indirectly,communication features for quality assurance, training, and service improvementpurposes. The Consultant shall handle all recorded content in accordance withapplicable laws and its obligations under these provisions of this document,Privacy Policy, and including any applicable privacy provisions provided by theConsultant.
i.      Inaddition to the mutually decided Agreement/Contract (may be known as VendorAgreement), the concerned User (which then shall become a Vendor in relation tothe Consultant), shall always sign, stamp, accept and agree to anotherdocument, before every and any order/project is given to such User (which thenshall become a Vendor in relation to the Consultant), by the Consultant, whichmay be known as the Memorandum of Understanding (MoU), stating every bit ofinformation required for that specific order/project, required by theConsultant from that specific User (which then shall become a Vendor inrelation to the Consultant) legally. The said User (which then shall become a Vendorin relation to the Consultant) agrees and accepts this specific provision infull, without any conditions respectively.

18.  Consultant’s Responsibilities

a.     The following responsibilities mentionedbelow are mandatory in nature, and are to be followed in full, without anyexception:

i.     Deliverables: The Consultant will honour, to the best of theircapacity, the said Services, clauses, etc. mentioned in the concerned ClientPolicy (mentioned in Chapter-3 of this document), mutually decidedAgreement/Contract with the Vendor (may be known as Vendor Agreement, differentdocument), and the MoU (if any), for any Service that the Client has availedlegally from the Consultant or the Consultant has availed from the Vendor,whatever the case may be.
ii.     Time and Resource Commitment:
The Consultant agrees to provide a specified amountof time or resources (e.g., hours, personnel, or equipment) to aid the Client/Vendorfor the said decided Service,  asoutlined in the concerned Client Policy (mentioned in Chapter-3 of thisdocument) mutually decided Agreement/Contract with the Vendor (may be known asVendor Agreement, different document), and the MoU (if any), for any Servicethat the Client has availed legally from the Consultant, or the Consultant hasavailed from the Vendor, whatever the case may be, to the best of theircapacity. 
iii.     Communication and Reporting:
The Consultant agrees to maintain open and ongoingcommunication with the Client/Vendor throughout the engagement of the concernedClient Policy (mentioned in Chapter-3 of this document) mutually decidedAgreement/Contract with the Vendor (may be known as Vendor Agreement, differentdocument), and the MoU (if any), for any Service that the Client has availedlegally from the Consultant, or the Consultant has availed from the Vendor,whatever the case may be, and may provide regular updates, progress reports, orstatus meetings, as and when  needed, tothe Client/Vendor
iv.     Compliance with Laws and Regulations:
The Consultant will follow the applicable local,State, or Central laws, regulations, and industry standards, to the best oftheir efforts and capacity, while honouring the concerned Client Policy(mentioned in Chapter-3 of this document) mutually decided Agreement/Contractwith the Vendor (may be known as Vendor Agreement, different document), and theMoU (if any), for any Service that the Client has availed legally from theConsultant or the Consultant has availed from the Vendor, whatever the case maybe. This may include, but is not limited to, any licensing requirements, safetyprotocols, environmental standards, and intellectual property laws.
v.     Confidentiality and Data Security:
The Consultant agrees to maintain confidentialityregarding any proprietary, confidential, or sensitive information provided bythe Client/Vendor during the course of the MoU (if any), for any Service thatthe Client has availed legally from the Consultant or the Consultant hasavailed from the Vendor, whatever the case may be.

19.    Client’s Responsibilities

a.     Thefollowing responsibilities mentioned below are mandatory in nature, and are tobe followed in full, without any exception.

i.     Provision of Necessary Information: The Client agrees to provide all necessary data,documents, and information in a timely manner to ensure the successfulexecution of the concerned Client Policy (mentioned in Chapter-3 of thisdocument) and the MoU (if any), for any Service that the Client has availedlegally from the Consultant, including specifying the types of information(e.g., technical, financial, operational), and ensuring that the information isaccurate, complete, and up-to-date.
ii.     Access to Resources and Facilities:
The Client agrees to grant the Consultant access tonecessary facilities, tools, equipment, or software required for fulfilling theterms of the concerned Client Policy (mentioned in Chapter-3 of this document) andthe MoU (if any), for any Service that the Client has availed legally from theConsultant, if and when required. If applicable, it shall also include anyaccess to premises, servers, or databases. Any required personnel (e.g., staff,experts, etc.) shall be made available as and when required.
iii.     Cooperation and Communication:
The Client agrees to actively cooperate with theConsultant in good faith throughout the duration of the concerned Client Policy(mentioned in Chapter-3 of this document) and the MoU (if any), for any Servicethat the Client has availed legally from the Consultant. The Client willprovide timely feedback, approvals, or other responses needed by the Consultantto proceed with their work, as and when required. The Client shall designateprimary points of contact for communication between both parties (Client andConsultant) to streamline the process, to the best of their effort andcapacity, as and when required.
iv.     Compliance with Legal and Regulatory Requirements: The Client shall be  responsible for ensuring that all activitiesrelated to the concerned Client Policy (mentioned in Chapter-3 of thisdocument) and the MoU (if any), for any Service that the Client has availedlegally from the Consultant, shall comply with relevant local, state, andCentral laws, including any industry-specific regulations, or obtaining of anynecessary licenses, permits, or consents that are required for theproject/service. The Consultant shall not be responsible in any capacity in casethe Client does not or fails to comply with any required laws, etc. asmentioned in this point respectively.
v.     Timely Delivery of Inputs:
The Client is responsible for delivering any Serviceinputs (e.g., raw data, files, or deliverables, documents) within theagreed-upon timelines to avoid Service executing delays. The Consultant shallnot be held responsible in any capacity in case the Client does not or fails todeliver the said input as mentioned in this point respectively. 
vi.     Intellectual Property Considerations:
The Client shall be responsible for ensuring thatany intellectual property provided to the Consultant (such as software,designs, or other related assets, digital files, etc.), if and when required bythe Consultant, is free from any encumbrances or third-party claims.
vii.     Confidentiality and Data Protection:
If the said concerned MoU (if any), for any Servicethat the Client has availed legally from the Consultant, involves sensitivedata through the execution of any mentioned Service herein, then the Clientshall be responsible for ensuring compliance with confidentiality clauses,including securing any proprietary or confidential information shared with theConsultant respectively. If there is any breach under this clause by theClient, then the Consultant shall not be responsible for the same. 
viii.    
AClient must never disclose, for any Service that the Client has availed legallyfrom the Consultant, the details of the same, such as its duration, price,amount, Vendor involved (if any) for the same, or any other related or remotelyrelated information respectively, in the public or private arena, digital ornon-digital, or to any individual or legally instituted entity, through anymedium possible, even knowingly or unknowingly, which may harm the financialrevenue of the Consultant in any way or form, or harm any other prospect of theConsultant in any way or form respectively.
ix.     Miscellaneous: The Client shall agree to the following:

1.     Provide aid to the Services mentioned in theconcerned MoU (if any), for any Service that the Client has availed legallyfrom the Consultant, in a professional and timely manner, as and when requiredby the Consultant.
2.     Provide timely progress reports to the Consultant,for any Service that the Client has availed legally from the Consultant.
3.     Maintain confidentiality regarding the Consultant’sproprietary and sensitive information, if any.
4.     Ensure that any digital or non-digital assets theClient provide to the Consultant, for any Service that the Client has availedlegally from the Consultant, comply with all relevant laws, regulations, andbest practices, including data protection laws.
5.     Promptly notify the Consultant of any delays,issues, or challenges that may affect the timely completion of the Services,that the Client has availed legally from the Consultant
6.     Ensure that all information delivered to theConsultant is original and free from any claims of intellectual propertyinfringement.

20.    Limits & Fraud Prevention

a.    The Consultant reserves the right to close,suspend, limit, delete or blacklist  aUser/Client/Vendor from the Consultant’s database, and withdrawal, if theConsultant suspects the behaviour of the User/Client/Vendor to be fraudulent,in any manner, as and when decided by the Consultant on their own accordrespectively.
b.    Ifthe Consultant becomes aware that any Fee/Service-Amount received into theConsultant’s legal bank account from the said concerned User’s/Client’s accountas a result of a fraudulent transaction, or by mistake, then the same shall bereversed according to the procedure set forth by the State Law, and shall bereported to the appropriate State authorities for any appropriate legal actionagainst the said concerned User/Client respectively.
c.     Ifthe User/Client/Vendor behaves in a fraudulent manner under Section-20(a) and (b) mentioned above, then:

i.     Any Fee/Service-Amount already received by theConsultant for the Services mentioned in the concerned MoU (if any), that theUser/Client has availed legally from the Consultant, shall be seized and shallnot be returned back to the concerned User/Client respectively.
ii.    
Any Price/Amount which is due to the concernedVendor shall not be paid by the Consultant to the said Vendor, irrespective ofthe progress of service/project up till such point/decision. 
iii.    
For transparency purposes, the said decision takenby the Consultant under Section-20(a), (b)and (c)(i)-(ii) aboveshall be communicated to the concerned User/Client/Vendor, whatever the casemay me, and both the parties shall try to the best of their efforts to resolvethe said issue promptly. Till such a resolve is reached (if any), agreeable byboth parties, in written, the said decision taken by the Consultant shall standwithout any objection, form the concerned User/Client/Vendor, whatever the casemay be.

d.    The Consultant shall reserve all the rights, without any conditions, to deny any ofthe Service(s) provided by the Consultant, OR stop receiving any service fromthe concerned Vendor, right from the beginning, either before it is legallybinding, or in between when it is already legally binding:

i.     If the Consultant believes that there may be anunacceptable level of risk associated with User/Client/Vendor; 
ii.    
If the beneficiary of the said Service is unlawfullychanged to someone other than the concerned User/Client/Vendor without theConsultant’s permission; 
iii.    
If the Service is being made to a country where wedo not offer our Service OR legally bound not to offer because of the State lawfor that time being;
iv.    
If the Consultant has reasons to believe at theirown accord and capacity that the said individual/Client/Vendor would be inbreach of this Terms & Conditions, all the relevant Chapters of thisdocument, or other relevant policies, agreements, contracts, etc.; 
v.    
If the said User/Client/individual/Vendor isconvicted under the applicable law of appropriate jurisdiction either in appealor in finality;
 vi.    
If the said User/Client/individual/Vendor is primafacie, as decided by the Consultant, to be working, or wants to work in badfaith for undue, fraudulent gains, for ultimately harming the reputation andfinancial prospects of the Consultant, or 
vii.    
If the Consultant is required to do so by law orapplicable law enforcement agencies. 
viii.    
Fortransparency purposes, the said decision taken by the Consultant under Section-20(d)(i)-(viii) above shall be communicated to the concernedUser/Client/Vendor, whatever the case may me, and both the parties shall try tothe best of their efforts to resolve the said issue promptly. Till such aresolve is reached (if any), agreeable by both parties, in written, the saiddecision taken by the Consultant shall stand without any objection, form theconcerned User/Client/Vendor, whatever the case may be.

e.    Ifthe said User/Client/Individual/Vendor is involved in a legal dispute underapplicable law and jurisdiction, and the said dispute is resolved in the saidUser’s/Client’s/Individual’s/Vendor’s favour, then the Consultant may lift the ban under Section-20(a)-(d) (whatever the case may be), after thoroughinspection at their own accord and capacity.
f.    Fortransparency purposes, the said decision taken by the Consultant under any Clauseof this Section, shallbe communicated to the concerned User/Client/Vendor, whatever the case may me,and both the parties shall try to the best of their efforts to resolve the saidissue promptly. Till such a resolve is reached (if any), agreeable by bothparties, in written, the said decision taken by the Consultant shall standwithout any objection, form the concerned User/Client/Vendor, whatever the casemay be.

21.    Fee/Service-Amount

a.    The definition of the same is mentioned inthe ‘Definitions’ section of this Terms & Conditions in Chapter-1.
b.    Fee/Service-Amount for Services provided bythe Consultant, will be outlined:

i.     Inthe engagement agreement or otherwise may be known as the Memorandum ofUnderstanding (MoU), OR 
ii.    
Inthe general communications between the said potential-Client and Consultant,ONLY IF the said potential-Client transfers the said Fee/Service-Amount to theConsultant, either in part or in full, before any signing or initiation of thesaid MoU (if any). Please note, that said amount transferred as mentioned hereto the Consultant from the said User (who would then become a Client) shallcome under the gambit of Fee/Service-Amount.

c.    Paymentterms are due upon receipt unless otherwise agreed.
d.    Staggered or Phased Payments of Fee/Service-Amount by Client: In case the said concerned Client is under a legal obligation with the Consultant to pay the mutually decided Fee/Service-Amount repetitively after a said duration, that is, payment of Fee/Service-Amount in a phased or staggered manner, to the Consultant for Service(s) offered by the Consultant to the said Client, then the Consultant shall have full, unilateral, unhindered and full rights, without any conditions to terminate or cease the said Service(s) IF and when the said Client fails to make such payment, due to any reason, of the said Fee/Service-Amount within or after the said decided duration or at a fixed time repetitively or anything of like nature, either for a mutually decided whole period or inevitably, until both the said concerned Client and the Consultant wishes for the said Service(s) to continue. Please note: A warning shall be communicated of such termination/cessation to the said concerned Client from the Consultant, within 48 hours when such Fee/Service-Amount shall be due. After such communication, the said Service(s) shall automatically stand fully cancelled or terminated or ceased, and a communication for such cancellation/termination/cessation shall also be communicated to the said Client from the Consultant respectively. However, if the Client wishes to continue the said Service(s) after such termination/cessation by the Consultant, then either a fresh-agreement (or MoU) may be drafted OR the immediate previous original one may be re-instated by the Consultant with an addendum to reflect the said changes (if any). The Consultant shall be under no obligation to compulsorily continue the said Service(s) after termination/cessation, just because of re-payment of said Fee/Service-Amount or communication from the concerned Client to the Consultant regarding and after such termination/cessation of said Service(s) in question respectively. The Consultant shall have complete freedom to decide the resumption of such Service(s) in such cases, without any conditions.
e.    Latepayments may incur a minimum interest at a rate of 1.5% per month, the schedule of which shall be unilaterally decidedby the Consultant.

22.    Price/Amount

a.    The definition of the same is mentioned inthe ‘Definitions’ section of this Terms & Conditions in Chapter-1.
b.      Staggered or Phased Paymentsof Price/Amount by Consultant to the Vendor: Incase the said concerned Vendor is under a legal obligation with the Consultantto receive the mutually decided Price/Amount repetitively after a said duration,that is, payment of Price/Amount in a phased or staggered manner, to the saidVendor for Service(s) offered by the said Vendor to the Consultant, then theConsultant shall have full, unilateral, unhindered and full rights, without anyconditions to terminate or cease the said payment of Price/Amount to saidVendor, IF and when the said Vendor fails to deliver such Service(s), due toany reason, within or after the said decided duration or at a fixed timerepetitively or anything of like nature, either for a mutually decided wholeperiod or inevitably, until both the said concerned Client and the Consultantwishes for the said Service(s) to continue. Please note: A warning shall becommunicated to the said Vendor, from the Consultant, if the said Service(s) tobe received or already received form the Vendor up till such point, are unsatisfactory,low-grade, incomplete, not up to industry standards, or are completely haltedor stopped from the Vendor side due to any reason, or anything of like nature.Such communication shall automatically terminate, halt, stop, cancel or ceasethe release of any Price/Amount left to be paid to such Vendor from theConsultant’s side automatically. However, if the Vendor wishes to continue thesaid Service(s) after such communication by the Consultant, then either afresh-agreement (or MoU) may be drafted OR the immediate previous original one maybe re-instated by the Consultant with an addendum to reflect the said changes(if any). The Consultant shall be under no obligation to compulsorily continuethe said payment of the decided Price/Amount after such termination, halting,stopping, cancellation or cessation of Price/Amount from the Consultant’s side,just because of communication from the concerned Vendor to the Consultant regardingsuch termination, halting, stopping, cancellation or cessation of Price/Amount respectively.The Consultant shall have complete freedom to decide the resumption of such Price/Amountin such cases, without any conditions. Also note: The situation/circumstance comingunder “unsatisfactory, low-grade, incomplete, not up to industry standards, oranything of like nature” used in this Clause, shall be wholly and fully decidedby the Consultant without any conditions or objections from anyone, includingthe concerned Vendor respectively.c. Price/Amount for services provided by the Vendorand accepted by the Consultant, will be outlined ONLY in the mutually decided engagementagreement/contract or otherwise may be known as the Memorandum of Understanding(MoU).

23.    Confidentiality

a.    The Consultant agrees to keep allUser/Client/Vendor information confidential and will not disclose anyinformation to third parties without prior written consent from the saidconcerned User/Client/Vendor, except as required by law.
b.    ThisSection subject to all the other Sections and provisions of this documents, allthe relevant Chapters of this document, Privacy Policy, and all other relevantpolicies, guidelines, agreements, etc. provided by the Consultant respectively.

24.    Termination

a.    Either party (the Consultant and theconcerned User/Client) may terminate the legal agreement or relationship madewith each other, starting from the initiation of the Service from theConsultant’s side, ONLY WITH a written request with the same, given to theConsultant from the said User/Client AND only after such a written request isreceived and accepted by the Consultant respectively. In the event of requestof termination, the said User/Client compulsorily agrees to pay for allServices rendered and expenses incurred up till that date of request oftermination, ONLY after which the said termination shall be legally sound andaccepted by the Consultant.
b.    ThisSection subject to all the other Sections and provisions of this documents, allthe relevant Chapters of this document, Privacy Policy, Refund Policy, and allother relevant policies, guidelines, agreements, etc. provided by theConsultant respectively.

25.    Refund

a.    A different document named the ‘RefundPolicy’, shall be applied in full, along with these general Clauses of this Section.
b.    
TheConsultant shall have an unequivocal, unilateral, unconditional and full rightsto decide the release of any monetary quantifiable amount/price/funds/moneyunder the nomenclature or heading called ‘Refund’.
c.     If,under any circumstances, adhering to these Sections under this heading and all the other provisions ofthe all the Chapters under this document, the Consultant decides to ultimatelyRefund the said quantifiable monetary amount/price/funds/money or Fee/ServiceAmount to the concerned User/Client, then the said amount/price/funds/money orFee/Service-Amount shall be mandatorily received by the same User/Client (whomade the ‘Refund’ request at the first place to the Consultant), that too, viathe appropriate payment method(s) (as decided by the Consultant). No otherUser/Client shall be qualified or liable to receive the said ‘Refund’.
d.    TheConsultant may refund the said quantifiable monetary amount/price/funds/moneyor Fee/Service-Amount to the concerned User/Client, irrespective whether theymade the request for the same or not, if:

i.     The Consultant is required by law or stronglybelieves that they are required by law to do so; or, 
ii.    
The Consultant determine that refunding the quantifiablemonetary amount/price/funds/money or Fee/Service-Amount to the concernedUser/Client will avoid any dispute or will incur an increase in the Consultant’soverall general costs of any nature; or,  
iii.    
The Consultant believes that the specific ‘RefundPolicy’ (different document) applies and compels them to do so; or,
iv.    
If the Consultant finds out that the originalpayment made by the User/Client is fraudulent; or,
v.    
The User/Client made a duplicate payment in error(subject to Section-20(b) of this Terms &Conditions under Chapter-1); or
vi.    
The Consultant strongly believes, in their owncapacity and accord, that it is convenient for them to do so, adhering to anyreason the Consultant deems fit.

e.     The User/Client shall have the right to request arefund from the Consultant, and the detailed process for the same is mentionedin Refund Policy.
f.     If the Consultant has reasonably determined, havingconsidered all the relevant circumstances, that the concerned User/Client havemade an excessive or unreasonable number of requests of refunds, then theConsultant reserves the right to close, suspend, limit, delete or blacklist thesaid User/Client from their database, Website, or from anywhere else theConsultant deems it fit.
g.      PLEASE NOTE: If there are any inconsistenciesbetween these Sections under this heading and the specific Refund Policy,then the Consultant shall have the ultimate and unequivocal right to decide infull, whether to choose the executing Section(s) from either of the document, i.e., eitherfrom this Section or from the Refund Policy, whatever the Consultant deems fit,for the appropriate circumstance(s) respectively. Henceforth all the provisionsof this Section-25 arestrictly subject to the Refund Policy, and all the other relevant policies,guidelines, rules, agreements, contracts, etc. that the provided by theConsultant respectively.

26.    Off-Platform Engagement (Going Beyond this WholeDocument)

a.    For User/Client:

i.     The User(s)/Client(s) who are engagedin a legally binding Service between the Consultant and the said User/Client,are explicitly not allowed to have any sort of interaction, personal orimpersonal, professional or unprofessional, or exchange any bit of information,under any circumstances, through any medium, digital, non-digital or otherwise,with the concerned 'Vendor' (if any) for such Service, throughout the durationof such 'Service' until its full completion. 
ii.    
The ‘completion’ of such Service mentioned aboveshall be fully decided and communicated by the Consultant only.
ii.    
If the Consultant finds out by any means, that thesaid concerned User/Client is in breach of Section-26(a)(i) above, then the Consultant reservesthe right to forfeit the Fee/Service-Amount already taken by the Consultantfrom the said User/Client, AND to initiate an appropriate legal action againstsuch User/Client under appropriate local, state or country laws, whatever theConsultant deems fit. 
iv.    
The communication of the said decision shall be doneaccordingly, AFTER which the concerned User/Client and the Consultant shall trytheir best to resolve the said issue. Until the said issue is resolved (ornot), the decision of the Consultant under this Section shall be applied infull without any objection from the said concerned User/Client.

b.    For Vendor:

i.     The Vendor(s) who are engaged in a legally bindingagreement with the Consultant, are explicitly not allowed to have any sort ofinteraction, personal or impersonal, professional or unprofessional, orexchange any bit of information, under any circumstances, through any medium,digital, non-digital or otherwise, with the concerned ‘User/Client’ for suchService, throughout the duration of such ‘Service’ until its full completion. 
 ii.    
The ‘completion’ of such Service mentioned aboveshall be fully decided and communicated by the Consultant only.
iii.    
If the Consultant finds out by any means, that thesaid concerned Vendor is in breach of Section-26(b)(i) above, then the Consultant reserves the right toforfeit the full amount owed to the said Vendor or the remaining amount owed,whatever the case may be, AND to initiate an appropriate legal action againstsuch Vendor under appropriate local, state or country laws, whatever theConsultant deems fit.
iv.     The communication of the said decision shall be doneaccordingly, AFTER which the concerned Vendor and the Consultant shall trytheir best to resolve the said issue. Until the said issue is resolved (ornot), the decision of the Consultant under this Section shall be applied infull without any objection from the said concerned Vendor.

27.    Non-Employed and Enforcement

a.    No EmploymentRelationship: Nothing in thisSection or elsewhere in this whole document shall be deemed to create anemployer-employee relationship between the User/Client and the Consultant, orbetween the  Consultant and the Vendorrespectively. This Section is intended solely to ensure fair compensation tothe Consultant for its Services by the concerned User/Client AND a faircompensation to the concerned Vendor from the Consultant, and to maintain theintegrity of the Consultant’s Website, other digital or non-digital platforms,whether controlled directly or indirectly by the Consultant respectively.
b.    Enforcement andRemedies: Anyviolation of this Section, and all Section(s) under this whole document, of allthe Chapters, may result in the closure, suspension, limitation, deletion orblacklisting of the said User/Client/Vendor from the Consultant's database,Website, other digital or non-digital platforms, whether controlleddirectly or indirectly by the Consultant respectively,or from anywhere else the Consultant deems it fit. The Consultant reserves theright to enforce all remedies available at law or in equity, including, but notlimited to, seeking payment or recovery, outside the legally binding Servicebetween the Consultant and the concerned User/Client/Vendor, and any associatedrecovery costs, if required by the Consultant at their sole discretion.
c.     The communication of the said decisionstaken under this Section, shall be done accordingly, AFTER which the concernedVendor or the User/Client, whatever the case may be, and the Consultant shalltry their best to resolve the said issue. Until the said issue is resolved (ornot), the decision of the Consultant under this Section shall be applied infull without any objection from the said concerned Vendor or the User/Client,whatever the case may be.

28.    Right to Refuse Service

a.    The Consultant shall have the unequivocal,unilateral, unconditional and full rights to decide on the closure, suspension,limitation, deletion or blacklisting of the said User/Client/Vendor from theConsultant's database, Website, other digital or non-digital platforms, whethercontrolled directly or indirectly by the Consultant respectively, or fromanywhere else the Consultant deems it fit, at their own discretion.
b.    Infurtherance of Section-28(a) above, the Consultant may follow the said non-exhaustiblecondition(s)/reason(s):

i.     If the Consultant determine that the User/Client/Vendorhave breached, or are acting in breach of this document, Privacy Policy, RefundPolicy, or other relevant policy, agreements, contracts, guidelines, rules,etc. set forth by the Consultant;
ii.    
If the User/Client engages with the concerned Vendorcurrently providing live Service (if any) or with any other Vendor under theConsultant’s roll, in an attempt to renegotiate the actual price privately, oranything of like nature;
iii.    
If the Vendor engages with the concerned User/Clientcurrently being provided live Service (by the Consultant, or with any otherClient(s) currently under legal obligations/agreements with the Consultant, inan attempt to renegotiate the actual price privately, or anything of likenature;
iv.    
If the Consultant determine that the User/Client/Vendorhave infringed legal rights (resulting in actual or potential claims),including, but limited to, infringing Intellectual Property Rights, Copyrights,Trademarks, breaches under the Privacy Policy, Refund Policy, or any otherpolicy, agreement, etc. provided by the Consultant; 
v.    
If the Consultant determine that the User/Client/Vendorhave engaged, or are engaging, in fraudulent, or illegal activities; 
vi.    
If the User/Client/Vendor do not respond to accountverification requests from the Consultant at any time the Consultant deems itfit, whether before or during such Services;
vii.    
If the User/Client/Vendor not complete accountverification when requested within 21 days of the date of request, whetherbefore or during such Services;
viii.    
Ifthe Consultant’s Country of registration or the laws of appropriatejurisdiction restricts the Consultant from conducting business with the saidUser/Client/Vendor; 
ix.    
If the Consultant wants to manage any risk of lossto them, or to a different User/Client/Vendor, or any other person theConsultant deems it fit; or
x.    
For any other possible reason(s), the Consultantdeems it fit.

c.    Ifthe Consultant closes, suspends, limits, deletes or blacklists the saidUser/Client/Vendor from the Consultant's database, Website, otherdigital or non-digital platforms, whether controlled directly or indirectly bythe Consultant respectively, or from anywhere else theConsultant deems it fit, then the said User/Client/Vendor shall be liable forcertain fees/penalties as described in this document, AND any other policy,agreement, etc., of the Consultant, AND shall also be liable for the remainingFee/Service-Amount (in case of Client) OR forfeiture of the remainingPrice/Amount (in case of Vendor), whatever the case may be, of any specificService which was active (if any) before such closure, suspension, limitation,deletion or blacklisting respectively.
d.    Ifthe Consultant closes, suspends, limits, deletes or blacklists the saidUser/Client/Vendor from the Consultant's database, Website, otherdigital or non-digital platforms, whether controlled directly or indirectly bythe Consultant respectively, or from anywhere else theConsultant deems it fit, for the breach of this document or any other legallybinding documents, policies, guidelines, etc., THEN, unless otherwisespecifically mentioned under this document as a whole, or finally compelled bylaw of appropriate jurisdiction to do so, the said User/Client/Vendor shall beentitled to receive the rest of the legally binding Service, in case there’sany left between the Consultant and the said User/Client/Vendor respectively,subject to the next clause.
e.     Ifthe Consultant closes, suspends, limits, deletes or blacklists the saidUser/Client from the Consultant's database, Website, other digital ornon-digital platforms, whether controlled directly or indirectly by theConsultant respectively, or from anywhere else theConsultant deems it fit, for the breach of any provisions, under any Chapter ofthis document, or any other legally binding documents, policies, guidelines,etc., THEN, the said User/Client/Vendor shall not have any rights to demand anyService from the Consultant OR demand any completion of the remaining orongoing legally binding Service(s) form the Consultant respectively.
f.    PLEASENOTE: The communication of the said decisions taken under this Section,shall be done accordingly and timely, AFTER which the concerned Vendor or theUser/Client, whatever the case may be, and the Consultant shall try their bestto resolve the said issue. Until the said issue is resolved (or not), thedecision of the Consultant under this Section shall be applied in full withoutany objection from the said concerned Vendor or the User/Client, whatever thecase may be.

29.    Compensation in Case of Breach

a.    Without limiting the Consultant’s otherremedies (as and when they are mentioned specifically), to the extent that thesaid User/Client/Vendor have breached the provisions of all the Chapters of thisDocument, the said User/Client//Vendor shall pay mandatorily, to theConsultant, all Fee/Service-Amount owed to the Consultant (in parts or inwhole), or have the Price/Amount forfeited by the Consultant (whole or inparts, if any), or any other monetary compensation owed to the Consultant, andreimburse the Consultant for all losses and costs (including any and all of theConsultant’s employee time) and reasonable expenses (including legal fees)related to investigating such breach and collecting such fees.
b.    TheUser/Client/Vendor acknowledge and agree that:

i.     The damages that the Consultant will or may sustainas a result of the said User’s/Client’s/Vendor’s breach the provisionsof all the Chapters of this Document,or any other legally binding documents, policies, guidelines, etc.,  shall be substantial and shall potentiallyinclude (without limitation) any fines and other related expenses imposed onthe Consultant (if any) by, through, and from various sources, whatever thecase may be, and that those damages may be extremely difficult, complicated,intricate and impracticable to ascertain;                                             
ii.    
If the said User/Client/Vendor breach the provisionsof all the Chapters of this Document,or any other legally binding documents, policies, guidelines, etc., theConsultant may impose fine(s) on the said User/Client/Vendor for each of suchbreach and/or the Consultant may take legal action against the said User/Client/Vendorto recover losses that are in excess of the fine amount;
iii.    
A fine shall be presently reasonable, as perpre-estimate or minimum estimate of the Consultant’s damages, considering allcurrently existing circumstances, including (without limitation) therelationship of the sum to the range of harm to us that reasonably could beanticipated and the anticipation that proof of actual damages may beimpractical or extremely difficult; and
iv.    
The Consultant may release/use/divert the entire (orpart of the) fine-amount, under the genre of ‘fine’  from the said User’s/Client’s already paidFee/Service-Amount OR from the said Vendor’s already owed Price/Amount, for anyspecific Service(s) which the said User/Client/Vendor may have legallyrequested from the Consultant, and shall cancel such legally requested Serviceof such User/Client/Vendor in lieu of this fine respectively, whatever the casemay be.

c.    PLEASE NOTE: The communication of the said decisions taken under this Section,shall be done accordingly and timely, AFTER which the concerned Vendor or theUser/Client, whatever the case may be, and the Consultant shall try their bestto resolve the said issue. Until the said issue is resolved (or not), thedecision of the Consultant under this Section shall be applied in full withoutany objection from the said concerned Vendor or the User/Client, whatever thecase may be.

30.    Acceptable Currency

a.    The Consultant accepts all legally viableand acceptable currencies of the world, AND those of which are legallyacceptable under the appropriate jurisdiction of the Country in which theConsultant’s entity is registered in.
b.    TheConsultant may display foreign currency conversion rates, OR supportedcurrencies, that the Consultant currently makes available, either on theirWebsite, their third-party digital or non-digital spaces, or anywhere where theConsultant may deem it appropriate.
c.     Irrespective of Section-30(a) above, the Consultant reserves the right to declineany currency for the time being, at the Consultant's discretion, for thereasons best known to the Consultant. The User/Client/Vendor shall not have theright to demand to pay the Consultant in any currency the Consultant denies todo so.
d.    The foreign currency conversion rates shall adjust regularly based on marketconditions. The Consultant shall bear no responsibility for thenon-communication of the same to any User, Client, individual, etc. for it isthe responsibility of the said User/Client/Vendor to keep updated about suchvariations of said conversion rates, available publicly.
e.    EachUser/Client/Vendor, in its sole discretion and risk, may authorize the charge,debit, or credit of its Payment Method in a supported foreign currency and theconversion of the payment to one of the supported currencies at the foreigncurrency conversion rate displayed (if any) on the Consultant’s Website. Whilethe Consultant shall take all legal measures in full and other appropriatemeasures to the best of their effort for the Payment Portal/Gateway (if any) towork in a perfect condition, BUT in case of any unforeseen problems with thesame, the Consultant shall not be held responsible or be liable under anycircumstances by any User, Client, individual, Vendor etc.
f.     The Payment Portal/Gateway (if any) may use or incur a charge, different from theConsultant’s Service’s Fee/Service-Amount to the said User/Client. TheConsultant has no control over it, and the same shall vary from region toregion, depending on various factors. Henceforth, different rate(s) of ‘totalamount’ may be seen for different Users/Clients, either from the same ordifferent regions of the world at the same or different time. The Consultantbears no legal responsibility for the said variation respectively.
g.     TheConsultant is not responsible for currency fluctuations that occur when billingor crediting a Fee/Service-Amount or any other fee or amount of any nature,denominated in a currency other than one of the supported currencies.
h.    All information included (if any) on the Consultant’s  Website, or any other digital or non-digitalspace, controlled either directly or indirectly by the Consultant, in respectof currency conversion is general information only. Use of currency conversion(if available), is at the User’s/Client’s own risk. Currency conversions (ifavailable) are final and irreversible. The User/Client must not use (or attemptto use) the Consultant’s Website or any other digital or non-digital space,controlled either directly or indirectly by the Consultant, to engage inspeculative trading, which could result in substantial losses. The Consultant shallnot be responsible for any such loss to anyone.

31.    Dispute Resolution

a.     TheUser/Client/Vendor agrees and acknowledge that:

i.     The Consultant is not providing legal services; 
ii.    
The Consultant will not advise the User/Client/Vendorregarding any legal matters; and, 
iii.    
If the User/Client/Vendor so desires to have legalcounsel, the said User/Client/Vendor may seek independent legal counsel fromthose licensed to practice law in the relevant User’s/Client’s/Vendor’sjurisdiction. The said User/Client/Vendor shall not rely on the Consultant forany such counsel.

b.    TheUser/Client/Vendor acknowledges and agrees that in the event that there mightbe a possibility of a dispute arising between the User/Client/Vendor and theConsultant, FROM the User’s/Client’s/Vendor’s side, in relation to any legallybinding Service ONLY, then the said User/Client/Vendor shall first,compulsorily, bring it to the notice of the Consultant, and both the parties(the Consultant and the said User/Client/Vendor, whatever the case may be)shall try their best to resolve it amicably, within 6-12 months.
c.    TheConsultant shall have full rights and powers to make a determination for thesaid alleged-dispute under Section-31(b) respectively. Upon compulsoryreceipt/communication of the alleged-dispute from the said User/Client/Vendorunder Section-31(b), the Consultant shall have the right to request thesaid User/Client/Vendor to provide documentation in support of their claim orposition in relation to the dispute. The said User/Client/Vendor agrees thatthe Consultant has absolute discretion to accept or reject any document(s)provided in relation to the same. The said User/Client/Vendor also acknowledgesthat the Consultant is not a judicial or alternative dispute resolutioninstitution and that the Consultant will make the determinations only as anordinary reasonable person, to the best of their capacity.
d.     Nevertheless,if the said User/Client/Vendor continues to be dissatisfied with the practiceor process of such resolving by the Consultant, under Section-31(b) and (c) above, then the said User/Client/Vendor agrees andacknowledges that he/she/they shall abide by all the remaining provisions of Section-31 in full, which are as follows.
e.    Thesaid User/Client/Vendor shall be at liberty to approach the appropriate legalrecourse of his/her/their appropriate jurisdiction, after the provisions of Section-31(i) mentioned below are followed fully.
f.    TheConsultant’s Terms & Conditions (this document) applies to all the Servicesoffered by the Consultant. It is agreed by the said User/Client/Vendor that thesaid User/Client/Vendor will make every endeavour at fair play and postreasonable and fair demands/offers on his/her/their alleged-dispute under Section-31. Noconduct relating to threats, blackmail, intimidation or inducement of otherUsers/Clients/Vendor will be tolerated by the Consultant.
g.     Governing Law andDispute Resolution of Any Kind: In case there is a legal dispute between the User/Client/Vendorand the Consultant regarding the decided upon Service, Fee/Service-Amount (forClient) or Price/Amount (for Vendor), its duration, etc., then the legaljurisdiction of the State of Haryana, India, shall be applicable for itsresolution and the applicable laws shall be governed by the laws of State orHaryana, India.
h.     Force Majeure: In case of failure to perform thesaid decided Service under the provisions of all Chapters under this document, andany other legally binding document, policy, code, guideline, etc., due tocauses beyond any one’s reasonable control, including acts of God, war, orother unforeseen events, then both the Consultant and the said User/Client/Vendorshall, in good faith, renegotiate the Fee/Service-Amount OR Price/Amount(whatever the case may be), Service, Duration, etc., which shall be subject tomandatory approval of the Consultant only.
i.    Forany claim, the Consultant may elect to resolve the dispute in a cost effectivemanner through binding non-appearance-based arbitration. If the Consultantelects arbitration, such arbitration will be initiated through an establishedalternative dispute resolution (ADR) provider, which is to be selected by saidUser/Client/Vendor from a panel of ADR providers that the Consultant willprovide to the said User/Client/Vendor. The ADR provider and the parties mustcomply with the following rules:

i.     The arbitration shall be conducted by telephone,online and/or be solely based on written submissions,
ii.     The specific manner shall be chosen by the partyinitiating the arbitration;  
iii.    
The arbitration shall not involve any personalappearance by the parties or witnesses unless otherwise mutually agreed by theparties; and
iv.     Any judgment on the award rendered by the arbitratormay be entered in any court of competent jurisdiction.

j.    Allclaims that the concerned User/Client/Vendor brings against the Consultant mustbe resolved in accordance with the terms and provisions of all the Chapters ofthis document. All claims filed or brought contrary to this document, shall beconsidered improperly filed and a breach of the provisions of this documents infull. Should the said User/Client/Vendor  file a claim contrary to the terms andprovisions of all the Chapters this document, the Consultant may recover itslegal fees and costs (including in-house lawyers and paralegals), from the saidUser/Client/Vendor, provided that the Consultant has notified the saidUser/Client/Vendor in writing of the improperly filed claim, and the saidUser/Client/Vendor failed to promptly withdraw the claim.
k.    TheUser/Client/Vendor agrees that the said User/Client/Vendor will not pursue anyclaims arising under all the Chapters of this document, on a class or otherrepresentative basis and will not seek to coordinate or consolidate anyarbitration or action hereunder with any other proceeding.
l.     Ifany proceeding by or against the said User/Client/Vendor  is commenced under any provision of anybankruptcy or insolvency law or any law of like nature, the Consultant will beentitled to recover all reasonable costs or expenses (including reasonablelegal fees and expenses) incurred in connection with the enforcement of this documentin full.
m.    TheConsultant’s failure to act with respect to a breach by any of the said User,or Client, or Vendor, or any other individual, etc.,  or others, does not waive the Consultant’sright to act with respect to subsequent or similar breaches. There shall be nolimitation on any of the said User’s/Client’s/Vendor’s breaches of any kind,with the exception of the law of limitation of the appropriate jurisdiction.The Consultant shall be at liberty to act against such breaches timely, as andwhen the Consultant gets to know about them, whether they were executed inpast, or are being executed in the present, or if the Consultant have reasonsto believe that they might be executed in the future, all from any of the saidUser(s)/Client(s)/Vendor(s) respectively.

32.    Survival and Release

a.    If any part of this document, or any otherlegally binding document, agreement, contract, guideline, policy, etc., isfound to be unenforceable, then that specific part will be limited to theminimum extent necessary so that this document as a whole, or any other legallybinding document, agreement, contract, guideline, policy, etc., shall otherwiseremain in full force and effect. The Consultant’s failure to enforce any partof this document is not a waiver of any of the Consultant’s rights to the latter(the other party; User/Client/Vendor; any individual) to enforce that or anyother part of this document, or any other legally binding document, agreement,contract, guideline, policy, etc. The Consultant may assign, alter, amend,change, delete, omit, add, subtract, or anything of like nature, any of theirrights and obligations, or any other provision(s) under all the Chapters ofthis document, or any other legally binding document, agreement, contract,guideline, policy, etc. from time to time, without any communication to anyconcerned User/Client/any individual/anyone/Vendor respectively.

i.     EXCPETION:The said assigning, alteration, amendment, changes, deletion, omission,addition, subtraction, or anything of like nature, to the their rights andobligations, or any other provision(s) under all the Chapters of this document,or any other legally binding document, agreement, contract, guideline, policy,etc. from time to time, SHALL be communicated to thoseUser(s)/Client(s)/Vendor(s) who are actively engaged with the Consultant atthat time under any legally binding agreement.

b.    TheUser, Client, Vendor, any individual, or anyone reading this document, agreesin full, that the Consultant shall be under no obligation to become involved,in any legally or non-legally binding disputes of any kind, if these disputesare between:

i.     User(s)/Client(s)/Vendor(s) and otherUser(s)/Client(s)/Vendor(s);
ii.    
User(s)/Client(s) and Vendor(s);
iii.    
Vendor(s) and Vendor(s)
iv.     Client(s) and Client(s) 
v.    
Any other party and the User(s)/Client(s);
vi.    
Any other party and the Vendor(s); or 
vii.    
Any individual, entity, etc., which may have areasonable or even a remote connection with the Consultant;

c.    Inthe event that the User/Client/Vendor or any other individual/party may haveany dispute under Section 32(b), then the said User/Client/Vendor or any otherindividual/party shall release the Consultant, its officers, employees, agents,and successors from claims, demands, and damages of every kind or nature, knownor unknown, suspected or unsuspected, disclosed or undisclosed, arising out ofor in any way related to such disputes and/or the Consultant’s Services.Subsequently, the Consultant shall only be party to any such disputes as mentionedin Clause (b) of this section, if compelled by the law ofappropriate jurisdiction respectively.

33.    Access and Interference

a.    The User/Client/Vendor agrees in full, thesaid User/Client/Vendor shall not use any robot, spider, scraper or otherautomated means to access the Consultant’s Website, or any other digital assetsmanaged, owned and controlled by the Consultant, either directly or indirectly,via any means, including for the avoidance of doubt access to the ConsultantAPI (if any) or application programming interface, or for any other purpose(except allowed by the Consultant) without the Consultant’s express writtenpermission.
b.    Additionally,the User/Client/Vendor agrees that he/she/they will not:

i.     Take any action that imposes or may impose (in theConsultant’s sole discretion, exercised reasonably) an unreasonable ordisproportionately large load on the Consultant’s digital infrastructure,whether controlled directly or indirectly; 
ii.    
Interfere with, damage, manipulate, disrupt,disable, modify, overburden, or impair any device, software system or networkconnected to or used in relation to the Consultant’s Website or anyother digital assets managed, owned and controlled by the Consultant, eitherdirectly or indirectly, or assist any other person/entity/organisationto do any of these things, or take any action that imposes, or may impose, inthe Consultant’s discretion, an unreasonable or disproportionately large loadon our infrastructure;
iii.    
Copy, reproduce, modify, create derivative worksfrom, distribute, or publicly display any content (except for theUser’s/Client’s/Vendor’s own information) from the Consultant’s Website(s) orany other digital assets managed, owned and controlled by the Consultant,either directly or indirectly,without the prior express written permission of the Consultant and theappropriate third party, as applicable;
iv.    
Interfere or attempt to interfere with the properworking of the Consultant's Website, or any other digital assetsmanaged, owned and controlled by the Consultant, either directly or indirectly,services or tools, or any activities conducted on orwith the Consultant’s Websites, services or tools; or
v.    
Bypass the Consultant’s robot exclusion headers orother measures the Consultant may use to prevent or restrict access to theConsultant's Website or any other digital assets managed, owned andcontrolled by the Consultant, either directly or indirectly.

34.    Removal of User’s/Client’s Data

a.    Subject to all the provisions of this document,or any other legally binding document, agreement, contract, guideline, policy,etc., IF the said User/Client/individual/Vendor specifically requests/asks/communicatesto the Consultant to delete their data of every kind provided to, or with theConsultant for the time being, then the Consultant:

i.     Shallfollow the provisions of Section-12 of Chapter-1 of this document, especially Section-12(f) for detailed procedure.
ii.    
shallhave the unequivocal, unilateral, unconditional and full rights to decide onthe closure, suspension, limitation, deletion or blacklisting of the saidUser/Client/Vendor from the Consultant's database, Website, or from anywhereelse the Consultant deems it fit, at their own discretion, IF:

1.     Thesaid request/communication/askance is in bad faith or in mala-fide intention ormay hinder the execution of Service (if any) of the Consultant, either to suchconcerned Client/User/Vendor or to the public at large;
2.     Thesaid User/Client owes, either partial or whole Fee/Service-Amount to theConsultant, and such request/communication/askance will hinder the execution ofthe Service currently active for such User/Client/Vendor;
3.     Thesaid Vendor is still in the middle of the Service legally owed to theConsultant OR is about to begin the Service owed to the Consultant, and suchrequest/communication/askance from such Vendor, may hinder the general workingand execution of the Consultant, for that Vendor respectively.

b.    PLEASENOTE: The communication of the said decisions taken under this Section,shall be done accordingly and timely, AFTER which the concerned Vendor or theUser/Client, whatever the case may be, and the Consultant shall try their bestto resolve the said issue. Until the said issue is resolved (or not), thedecision of the Consultant under this Section shall be applied in full withoutany objection from the said concerned Vendor or the User/Client, whatever thecase may be.
c.    ThisSection subject to all the other Sections and provisions of this document, allthe relevant Chapters of this document, Privacy Policy, Refund Policy, and allother relevant policies, guidelines, agreements, etc. provided by theConsultant respectively.

35.    Privacy

a.    The Consultant uses the User’s/Client’s/Vendor’sinformation as described in the Privacy Policy. If the User/Client/Vendorobjects to their information being transferred or used in this way then thesaid User/Client/Vendor must not use the Consultant’s services or engage withthe Consultant in any form legally. For the avoidance of doubt, the saidUser’s/Client’s/Vendor’s name and personal details shall be used for identitypurposes in the normal course of conducting business in the online marketplaceor any other marketplace as the case may be. This may include invoices andpurchase orders, or anything of like or unlike nature, including, but notlimited to, between transacting parties, including those automaticallygenerated on awarding, accepting and payment.
b.    ThisSection subject to all the other Sections and provisions of this document, allthe relevant Chapters of this document, Privacy Policy, Refund Policy, and allother relevant policies, guidelines, agreements, etc. provided by theConsultant respectively.

36.    Indemnity

a.    The User/Client/Vendor shall indemnify theConsultant (and the Consultant’s officers, directors, agents, subsidiaries,joint venturers, employees and anything else of like nature) against any claimor demand, including legal fees and costs, made against the Consultant by anythird party due to or arising out of the concerned User’s/Client’s/Vendor’sbreach of all the provisions under all the Chapters of this document, or anyother legally binding document, agreement, contract, guideline, policy, etc.,or the concerned User’s/Client’s/Vendor’s infringement of any law or the rightsof a third party in the course of using the Consultant's Website and theConsultant’s Services.
b.    Inaddition, the Consultant is at full liberty to release/use/divert the entire(or part of the) amount, under the genre of ‘fine’ or ‘indemnification amount’from the said User’s/Client’s already paid Fee/Service-Amount for any specificService(s) which the said User/Client may have legally requested from theConsultant, OR forfeit any part of whole of the Price/Amount owed to the Vendorfrom the Consultant for any Service legally contracted from the said Vendor bythe Consultant, AND may cancel such legally requested Service, against anyliabilities the concerned User/Client/Vendor owe to the Consultant or losssuffered by the Consultant as a result of the concerned User’s/Client’s/Vendor’snon-performance or breach of all the provisions under all the Chaptersof this document, or any other legally bindingdocument, agreement, contract, guideline, policy, etc.

37.    Security

a. The User/Client/Vendor must immediatelynotify the Consultant upon becoming aware of any unauthorised communicationfrom any other third-party, legal or illegal entities, individual, group ofindividuals, or anything of like nature, etc., illegally impersonating theConsultant OR selling the Services of the Consultant without the Consultant’sexplicit permission OR any communication, action, execution, etc., which issuspicious in nature to the said User/Client/Vendor in adherence or any remoteconnection to the Consultant.
b.    TheConsultant shall not be liable for any loss or damage arising from unauthorisedaccess or unauthorized-impersonators mentioned above to the said User/Client/Vendorrespectively.
c.     Thesame must be communicated by the concerned User/Client/Vendor to the Consultantas soon as possible, from the moment of such knowledge coming in notice to theconcerned User/Client/Vendor.
d.    Oncethe Consultant is aptly and timely notified by the concernedUser/Client/Vendor, then the Consultant shall do everything in their power, tothe best of their capacity, to stop such unauthorized-impersonating of theConsultant, with the active help of the law of appropriate jurisdiction.

38.    No Warranty as to Each Person’s Purported Identity

a.    The Consultant cannot and does not confirmeach User's/Client’s/Vendor’s/any individual’s purported identity on theConsultant Website OR any digital or non-digital space handled by theConsultant, directly or indirectly.
b.    TheConsultant may provide information about a User's/Client’s/Vendor’s/anyindividual’s specific trait, such as a strength or risk score, feedbackcomment, feedback video, geographical location, or third party background checkor verification of identity or credentials.
c.     However,such information is based solely on data that a User/Client/Vendor/anyindividual submits and the Consultant provides or retains such informationsolely for the convenience of other Users/Clients/any third person, and theprovision of such information is not an introduction, endorsement orrecommendation by the Consultant.

39.    No Warranty as to Content

a.    The Consultant’s Website is a dynamictime-sensitive Website. As such, information on the Consultant’s Website, OR anydigital space handled by the Consultant, directly or indirectly, willchange frequently. It is possible that some information could be consideredoffensive, harmful, inaccurate or misleading or mislabelled or deceptivelylabelled accidentally by the Consultant or accidentally or purposefully by athird party.
b.    TheConsultant's Services, their Website, OR any space handled by theConsultant, directly or indirectly, and all content on it are provided on an 'as is', 'with all faults' and'as available' basis and without warranties of any kind either express orimplied. Without limiting the foregoing, the Consultant makes no representationor warranty about:

i.     The Consultant’s Website OR anyspace handled by the Consultant, directly or indirectly, or any of the Consultant’s Services’ informationor visuals or any third-party’s feedback/comment or any combination of them; 
ii.    
The accuracy, reliability, availability, veracity,timeliness or content of any of the Consultant’s Services’ information orvisuals or any third-party’s feedback/comment or any combination of them;
iii.    
Whether the Consultant’s Website OR anyspace handled by the Consultant, directly or indirectly, or the Consultant’s Services will be up-to-date,uninterrupted, secure, error-free or non-misleading; 
 iv.    
Whether defects in the Consultant’s Website OR anydigital space handled by the Consultant, directly or indirectly, will be corrected or would be free oferrors;
v.    
Whether the Consultant’s Website OR anydigital space handled by the Consultant, directly or indirectly, the Consultant’s Services or anydata, content or material will be backed up or whether business continuityarrangements are in place in respect of the Consultant’s Website OR anyspace handled by the Consultant, directly or indirectly, and Consultant's Services; 
vi.    
Any third party agreements or any guarantee ofbusiness gained by the User/Client/Vendor through the Consultant’s Website OR anydigital space handled by the Consultant, directly or indirectly, Consultant’s Services or theConsultant itself; or 
vii.   
The Consultant’s Website OR anydigital space handled by the Consultant, directly or indirectly, Consultant’s Services orinfrastructure on which they are based, being error or malicious code free,secure, confidential or performing at any particular standard or having anyparticular function.

c.    Toevery extent permitted by law, the Consultant is specifically disclaiming anyimplied warranties of title, merchantability, fitness for a particular purpose,quality, suitability and non-infringement.

40.    Limitation of Liability

a.    In no event shall the Consultant, theirrelated entities, their affiliates or staff be liable, whether in contract,warranty, tort (including negligence), or any other form of liability, for:

i.     Any indirect, special, incidental, remote orconsequential damages that may be incurred by any or concerned User/Client/Vendor; 
ii.    
Any loss of income, business or profits (whetherdirect or indirect) that may be incurred by any or concerned User/Client/Vendorto other entities/organisations/individuals; 
iii.    
Any claim, damage, or loss which may be incurred byany or concerned User/Client/Vendor as a result of any of such User’s/Client’s/Vendor’stransactions involving the Consultant’s Website OR any digital space handled by theConsultant, directly or indirectly.

b.    Thelimitations on the Consultant’s liability to any User/Client/Vendor above shallapply whether or not the Consultant, their related entities, their affiliatesor staff have been advised of the possibility of such losses or damagesarising.
c.    Notwithstandingthe above provisions, nothing in this docuemnt is intended to limit or excludeany liability on the part of the Consultant and their affiliates and relatedentities where and to the extent that applicable law prohibits such exclusionor limitation including those within the Competition and Consumer Act, orrelevant state or Country fair trading legislation.

41.    Legal Limitations

a.    As some jurisdictions do not allow some ofthe exclusions or limitations as established above, some of these exclusions orlimitations may not apply to the concerned User/Client/Vendor. In that event,the liability will be limited as far as legally possible under the applicablelegislation. The Consultant may plead this document in whole, and all otherpolicies, agreements, contracts, rules, etc. provided by the Consultant, in barto any claim, action, proceeding or suit brought by the concerned User/Client/Vendor,against the Consultant for any matter arising out of any transaction orotherwise in respect of this document, or any legally binding document,guideline, policy, agreement, contact, etc., or anything of like nature.
b.    Theconcerned User/Client/Vendor and the Consultant agrees that both of them shall onlybe permitted to bring claims against the other only on an individual basis andnot as a plaintiff or class member in any purported class or representativeaction or proceeding. Unless both the concerned User/Client/Vendor and theConsultant, agree otherwise, the arbitrator may not consolidate or join morethan one person's or party's claims and may not otherwise preside over any formof a consolidated, representative, or class proceeding. In addition, thearbitrator may award relief (including monetary, injunctive, and declaratoryrelief) only in favour of the individual party seeking relief and only to theextent necessary to provide relief necessitated by that party's individualclaim(s). Any relief awarded cannot affect other Users/Clients/Vendors, unlessspecifically mutually agreed by both the parties.

42.    Notices

a.    Legal notices of any kind, may be servedpersonally to the registered address, or to the email address of the concernedUser/Client/Vendor, as they/he/she has provided to the Consultant during the initialprocess of onboarding in the Consultant’s database. Notices of such kind, shallbe deemed to be given from the Consultant’s side within 24 hours after email issent from the official email address of the Consultant, unless the Consultantis notified that the email address of the concerned User/Client/Vendor isinvalid or that the email is not working due to any technical glitch or bug oranything of like nature. Alternatively, the Consultant may give the concernedUser/Client/Vendor legal notice by post-mail to the address provided by thesaid User/Client/Vendor during the initial process of onboarding in theConsultant’s database. In such a case, notices of such kind, will be deemed tobe given in one-three days after the date of such posting-mailing.
b.    Anynotices to the Consultant, by any interested party, must/shall be given byregistered ordinary post. The official registered address of the Consultant isat the end of this document (Section 49 of Chapter-1 ofthis document).

43.    Law and Forum for Legal Disputes

a.    This document, along with all its Chaptersand all provisions under all such Chapters, or any other legally bindingdocument, guideline, policy, agreement, contact, etc. will be governed in allrespects by the laws of the State of Haryana, India. The Consultant encouragesthe concerned User/Client/Vendor to try and resolve disputes using certifiedmediation (such as online dispute resolution processes, etc.). If the saiddispute cannot be resolved, then the said concerned User/Client/Vendor and theConsultant irrevocably submit to the non-exclusive jurisdiction of the courtsof the State of Haryana, India.
b.    Detailed process of Dispute Resolution ismentioned in Section-31 of Chapter-1 of this document.

44.    Severability

a.    The provisions of this document, along withall its Chapters and all provisions under all such Chapters, are severable, andif any provision of this document is held to be invalid or unenforceable, suchprovision may be removed, whether in part or in whole, whatever the case maybe, to the extent of such unenforceability or invalidity, and the remainingprovisions will be enforced. This document, along with all its Chapters and allprovisions under all such Chapters, may be assigned by the Consultant to anassociated entity at any time, or to a third party without the concernedUser/Client/vendor’s consent in the event of a sale or other transfer of someor all of the Consultant’s assets. In the event of any sale or transfer asmentioned, the concerned User/Client/Vendor shall remain bound by this document,along with all its Chapters and all provisions under all such Chapters.

45.    Interpretation

a.    All the headings of all the Sections in thisdocument, under all the Chapters, are for reference purposes only and in no waydefine, limit, construe or describe the scope or extent of such section(s),including the name of the Chapter(s) itself.
b.    Theconcerned User/Client/Vendor shall agree NOT to interpret any Section,Sub-Section, Clause, Heading, Chapter Heading, wrong-numbering (if any),grammatical error, referencing error, paragraph, word, statement,definition(s), etc. of this document along with all its Chapters and allprovisions under all such Chapters,or any legally binding document, guideline, policy, agreement, contact, etc.,at their own will or capacity, AND shall strictly follow the interpretation ofthe Consultant only, in case of any confusion regarding this document alongwith all its Chapters and all provisions under all such Chapters,  or anylegally binding document, guideline, policy, agreement, contact, etc.
c.     Incase of any inconsistency or confliction between any Sections, Clauses, Definitions, Chapters, etc. of this document along withall its Chapters and all provisions under all such Chapters, or any legally binding document, guideline, policy,agreement, contact, etc., the Consultant shall have the utmost, unilateral, andunconditional right to decide the said Section(s) Clause(s),Definition(s), Chapter(s), etc.   to be executed or to be interpreted in what manner,or to be superseded in what manner, medium, magnitude, etc. respectively.
d.    ThisSection subject to all the other Sections and provisions of this documents, allthe relevant Chapters of this document, Privacy Policy, Refund Policy and allother relevant policies, guidelines, agreements, etc. provided by theConsultant respectively.

46.    No Waiver

a.    The Consultant’s failure to act with respectto an anticipated or actual breach by any of the concerned User/Client/Vendor,or others, does not waive the Consultant’s right to act with respect tosubsequent or similar breaches. Nothing in this section shall exclude orrestrict the concerned User’s/Client’s/Vendor’s liability arising out of fraudor fraudulent misrepresentation.

47.    Communication

a.    The User/Client/Vendor consent to receivenotices and information, from the Consultant in respect of the Consultant'sWebsite, other digital or non-digital platforms, whether controlled directly orindirectly by the Consultant respectively, and the Consultant’s Services, andfor any other relevant reason deemed fit by the Consultant, by electroniccommunication, or through any medium possible.
b.    Theconcerned User/Client/Vendor must follow the said provisions to opt out of suchcommunications:

i.     The said User/Client/Vendor has to compulsorilycommunicate the same to the Consultant in writing or through and to theConsultant’s official email address (mentioned in Section-55 ofChapter-1 ofthis document;  
ii.    
The said User/Client/Vendor has to clearly citetheir relevant reason for it;  
 iii.    
The said User/Client agrees that this shall not freethem from any future Fee/Service-Amount in case they/he/she owe the same,either in full or in parts, to the Consultant, for any Service provided by theConsultant to the said User/Client, or for any other reason respectively;
 iv.    
The digital and technical system(s) of theConsultant are vast and complex. Therefore, after such a request, it shall takesome time from the Consultant’s side to fully execute such request from theconcerned User’s/Client’s/Vendor’s side. During such time, some communicationsof like nature may go through from the Consultant to the said User/Client/Vendor,and the Consultant shall not be responsible for the same. The time taken shallbe decided by the Consultant only.  
v.    
The Consultant shall have the unequivocal,unilateral, unconditional and full rights to decide on the closure, suspension,limitation, deletion or blacklisting of the said User/Client/Vendor from theConsultant's database, Website, or from anywhere else the Consultant deems itfit, at their own discretion, after such request is made from the saidconcerned User/Client/Vendor, if deemed important by the Consultant. 
vi.    
Such a request from the concerned User/Client/Vendorshall not include any legal notices or any legal tender or be of legal nature.

48.    Additional Terms

a.    It is important to read and understand allthe Consultant’s policies, guidelines, agreements (if any), contracts (if any),this document, all of its chapters, provisions, etc., or any other legallybinding document, etc.,  as they providethe rules, procedure, methods, etc. for working on the Consultant’s Website, otherdigital or non-digital platforms, whether controlled directly or indirectly bythe Consultant respectively, for working with the Consultant’s Services, or forany execution(s), pertaining to the legally binding business of the Consultant.In addition there may be specific policies or rules that apply separately, whichmight not be mentioned in this document but as a separate document altogether,and it is the User’s/Client’s/Vendor’s responsibility to check the Consultant’sWebsite,  other digital or non-digitalplatforms, whether controlled directly or indirectly by the Consultantrespectively, policies, and other related documents available freely in public,to make sure that the said User/Client/Vendor is completely aware of the same.The Consultant’s policies, including all policies referenced here, orseparately as different documents altogether, are part of this document, andprovide additional terms and conditions related to specific services offered onthe Consultant's Websites, other digital or non-digital platforms, whethercontrolled directly or indirectly by the Consultant respectively, theirServices, or any other related business, including, but not limited to:

i.     Privacy Policy 
ii.    
Refund Policy
iii.    
Copyright infringement Policy
iv.    
Cookie Policy
v.    
Terms & Conditions of all the Services providedby the Consultant (mentioned in Chapter-2 of this document)  
vi.    
Client Policies of all the Services provided by theConsultant (mentioned in Chapter-3 of this document) 
vii.    
Copyright Infringement Policy 
viii.    
Orany other policy, agreements, contracts, rules, guidelines, etc. set forth andprovided by the Consultant for the public at large,

b.    Eachof these policies may be changed from time to time. Changes take effect whenthe Consultant posts them on the Consultant’s Website OR other digitalor non-digital platforms, whether controlled directly or indirectly by theConsultant respectively, OR when they are notified in thepublic through appropriate means, at an appropriate time, as the Consultantdeems fit.
c.    Theconcerned User/Client/Vendor shall be subject to any posted policies, rules,guidelines, agreements (if any), contracts (if any), this document, all of itschapters, or any other related legal document, when:

i.     Accessing any particular information on theConsultant’s Website, or,
ii.    
Accessing the Consultant’s Website itself for anyuse, or 
iii.    
Accessing other digital or non-digitalplatforms, whether controlled directly or indirectly by the Consultantrespectively.
iv.    
Accessing the Consultant’s Website through any otherthird-party browser, apps, etc., or
v.    
Using the Consultant’s Service through legallybinding contracts and agreements; or
vi.    
Dealing with the Vendors related to or connected tothe Consultant; or
vii.    
Dealing with other Users/Clients, currently usingthe Services of the Consultant through legally binding contracts andagreements; or
viii.    
Receivingany information, notices, etc., from the Consultant, either when currentlyusing the Consultant’s Services or not; or
ix.    
Transferring monies under the nomenclature ofFee/Service-Amount from a potential-Client/User to the Consultant before thesigning or initiation of any mutually decided agreement/contract (or maybeknown as MoU) for any Service provided by the Consultant; or
x.    
Any other circumstance or scenario where the saidconcerned User/Client/Vendor may be connected with the Consultant somehow,directly or indirectly.

49.    General

a.    Address for correspondence and legal noticesshall be given to the said official address of the Consultant:

i.       Unit - 542, 5th Floor, Tower A2, SPAZE ITECH PARK,Badshahpur Sohna Rd Hwy, Sector 49, Gurugram, Haryana 122018

b.    Thisdocument, all of its Chapters, and all the provisions under them, and all theother relevant policies, guidelines, rules, legal documents, agreements, etc.provided by the Consultant, contains the entire understanding and agreementbetween you, the concerned User/Client/Vendor and the Consultant.
c.    Allthe Sections/Headings of this document, of all the Chapters under it, includingthe names of the Chapters and headings itself, shall survive any termination ofthis document.
d.     TheClient or Vendor or User, whatever the case may be, agrees in full, without anycondition, that every singly Fee/Service-Amount (for the Client) andPrice/Amount (for the Vendor) shall follow the ‘Client Policies’ (mentioned in Chapter-3 ofthis document) and its concerned Memorandum of Understanding (MoU) (if any) AND‘Vendor Agreement’ (different document) and its concerned Memorandum ofUnderstanding (MoU) (if any) respectively, ONLY. Without the signing of the MoU(if any) for Vendor, no legally binding relationship shall initiate between theConsultant and the Vendor. For the Client, a legally binding relationship withthe Consultant shall initiate with the transfer of Fee/Service-Amount bythe said concerned Client to the Consultant, either partially or in full/whole,even before the signing of the said MoU (if any) mentioned above or even beforethe initiation of the said MoU, if signed (initiation may mean the ‘start date’which may be mentioned in the said MoU)
e.    Anythingmentioned, regarding the Consultant’s Services, their amount, duration, prices,and features, or any other information regarding them, in the advertisements,brochures, flyers, third-party websites and platforms, Mobile phonesapplication (third-party), Consultant’s Website(s), Consultant’s social mediaprofiles and other social media profiles, or any other public forum, digital ornon-digital, in any medium or form, at any time and place shall NOT be legallybinding on the Consultant, as they are construed strictly for representativepurposes only.
f.    Supremacy of the MoU(Memorandum of Understanding): Whereveror anywhere in this whole document, the supremacy or the explanation of the MoUis mentioned in any connection or situation, or any Section, Paragraph,Definition, Clause, Heading, etc. mentions the same idea of the supremacy orexplanation of the MoU in any connection or situation or, directly orindirectly explains the same, in any way, SHALL always ALSO mean and include,in addition to the meaning mentioned there as such, a situation where a saidconcerned Client or any User who is or might be a  potential-Client, pays to the Consultant,either in part or in whole, the said Fee/Service-Amount, before the signing ofthe said MoU or before the initiation of the said MoU even if it is signed(here, ‘initiation’ shall mean the ‘start date’ mentioned on the said MoU).PLEASE NOTE: This Clause adds an exceptional situation to all Sections wherethe MoU is mentioned or explained therein. The Consultant shall have theunconditional, unilateral, full right to decide the interpretation of the saidSections, either with this exceptional situation as an addition, or just theexplanation mentioned in those Sections respectively.
g.     Acceptance ofElectronic Signatures and Communications:The Client/Vendor/User acknowledges and agrees that all agreements,consents, approvals, notices, instructions, communications, and documents(collectively, “Communications”) exchanged or executed between the concernedUser/Vendor/Client and the Consultant, through electronic means, including butnot limited to email correspondence, scanned or photographed images ofhandwritten signatures, click-wrap or e-signature platforms (such as DocuSign,Adobe Sign, Zoho Sign, or other similar services), or digitally affixedsignatures via PDF or software tools, shall be valid, binding, and enforceableto the same extent as a written document executed with a handwritten signature.In addition to this clause, the User/Client/Vendor agrees to the followingcompulsorily:

i.     Legal Validity: Electronicsignatures shall be deemed legally valid and shall carry the same weight andlegal effect as traditional ink signatures, in accordance with the provisionsof the Information Technology Act, 2000 (India) and other applicable laws.
ii.     Acceptance of Email & Digital Communications: Any communication sent via email from theauthorized representatives of either (User/Client/Vendor and the Consultant)shall be deemed to be legally binding, provided it is sent from an official,pre-designated email ID or communication channel acknowledged by both theUser/Client/Vendor and the Consultant.
iii.     Execution in Counterparts
: This document andany other documents, agreements, contracts, policies, guidelines, etc. may beexecuted in one or more counterparts, each of which shall be deemed anoriginal, and all of which together shall constitute one and the sameinstrument. Execution and transmission via electronic means (including PDF orscanned copy) shall be sufficient for all purposes. 
iv.     Retention & Record Keeping:
The Consultant shall maintain appropriateelectronic records of such signed documents and communications, which shall beadmissible in any legal proceedings and accepted as evidence of valid agreementor intent. 
v.     Consent to Electronic Format:
By accepting this document, the User/Client/Vendor expressly consents to the use ofelectronic signatures and communications for the purposes ofcontract/agreement/policy or any other relevant document’s execution, modification,delivery of notices, invoices, approvals, and other business communications.
vi.     Right to Reject Improper, Unclear or InvalidDigital/Electronic Signature:
Notwithstanding the provisions of thisClause, this section, or this whole document itself, the Consultant reservesthe sole and absolute right to review and verify the authenticity, legibility,completeness, and integrity of any electronic or digital signature or documentsubmitted. The Consultant shall have the right to reject such a document orsignature (as the conditions mentioned below under this clause) at its solediscretion. In such event, the Client/Vendor/User shall be required tore-execute or re-submit the concerned document or communication, in a form andmanner satisfactory to the Consultant, until such time that the Consultantdeems it legally acceptable and binding. No rights, obligations, or liabilitiesshall arise from such document unless and until the Consultant confirms itsacceptance in writing. The Consultant shall not be held liable for delays orconsequences resulting from such rejection or re-execution requirements. Thefollowing are the cases/situations/conditions which gives Consultant the rightto execute this Clause/provision in full:

1.     The signature is unclear, distorted, cropped, or illegible, or
2.     The document appears to be tampered with, incomplete, or altered, or
3.     Theidentity of the signatory cannot be verified, or
4.     Thesigning method fails to meet reasonable standards of authenticity, or
5.     Thesignature or submission does not conclusively reflect the signatory's intent,or
6.     Anyother situation/condition/case which the Consultant might deem fit to beapplied here.

h.    Interpretation of Errors or Inconsistencies in Consultant’s Documents: In the event of any typographicalerror, clerical mistake, misstatement, ambiguity, omission, inconsistency, ormisrepresentation (whether in wording, formatting, or structure) found in anylegal, contractual, or formal document, communication, or deliverable preparedand provided by the Consultant under this document, or any other policy,guideline, agreements, contracts, etc., then the concerned User/Client/Vendorand the Consultant agree that such error(s) shall not be construed against theConsultant, and the Consultant shall have the exclusive right to interpret andclarify the intended meaning or correct version of such content in accordancewith its original intent at the time of drafting or issuance. Thisclause shall apply to all documents including, but not limited to, contracts,annexures, notices, reports, advisory notes, compliance filings, andcorrespondences issued by the Consultant. The Consultant's interpretation shall be deemed valid and binding,provided that:

i.     Such clarification is made in goodfaith and communicated promptly to the said User/Client/Vendor upon discoveryor upon the concerned User/Client/Vendor raising the said concern; 
ii.    
The correction or clarification doesnot materially deviate from the commercial or professional understandingbetween the said User/Client/Vendor and the Consultant;  
iii.    
Any revisions or replacements issuedby the Consultant shall supersede the erroneous version and take legal effectfrom the original intended date.

i.    Applicabilityof Prior Signatures to Updated Documents:Where the concerned User/Client/Vendor has previously signed or executedany document, agreement, annexure, declaration, or related instrument(“Original Document”) issued by the Consultant, then such a signature shall bedeemed to continue to apply and extend to any updated, revised, or amendedversion of the said document (“Updated Document”) as may be issued by theConsultant from time to time, provided that such updates or amendments are dulycommunicated to the said User/Client/Vendor.

i.     TheConsultant shall notify the said User/Client/Vendor in writing (including viaemail or other agreed electronic communication channels) regarding such updatesor amendments. Unless expressly objected to in writing by theUser/Client/Vendor within 24 hours of such communication, theUser/Client/Vendor shall be deemed to have accepted the revised terms, and theoriginal signature shall be construed to apply mutatis mutandis to the “UpdatedDocument.”  
ii.    
Thisclause shall not prevent the Consultant from requesting fresh signatures wherelegally required or where the Consultant deems necessary. In the absence ofsuch request, the “Original Document” and all its subsequent versions shallremain valid, binding, and enforceable with the User’s/Client’s/Vendor’s priorsignature.

j.    Allthe Services provided by the Consultant, and all the Services provided by theVendor(s) to the Consultant shall follow only this ‘document’ AND the specific‘Terms & Conditions’ of that specific Service (mentioned in Chapter-2 ofthis document), AND all other policies, agreements, contracts, etc. AND anyother legally binding document as and when the Consultant deems it fit toapply.

50.    Abusing the Platform

a.    The Consultant reserves to the greatestextent possible all rights, without limiting any other remedies, to limit,suspend or terminate the Consultant’s Service(s) and/or perform the closure,suspension, limitation, deletion or blacklisting of the said User/Client/Vendorfrom the Consultant's database, Website, or from anywhere else the Consultantdeems it fit, OR suspend or ban access to the Consultant’s Services, remove anycontent from the Consultant’s Website or from anywhere else, and to take anyand all technical or legal steps to ban any User/Client/Vendor respectively.
b.    Withoutlimiting the reasons for taking the aforementioned actions, conduct giving riseto this response may include:

i.     Use of the Consultant's Services for anyillegitimate or non bona fide purpose;  
ii.    
Creating problems with other User(s)/Client(s)/Vendor(s)or potential legal liabilities;
iii.    
Infringing the intellectual property rights of thirdparties;
iv.    
Acting inconsistently with the letter or spirit ofany of our policies, guidelines, rules, procedures, this document, agreement(if any), contract (if any), or any other legally binding document; 
v.    
Abuse of any staff members, employees, relatedmembers of the Consultant’s entity or related to them, including inappropriateor unreasonable communications;
vi.    
Any attempt to use the Consultant’s platform orServices for any objectionable purpose.
vii.    
Or any other reason as the Consultant may deem fit.

c.    PLEASENOTE: The communication of the said decisions taken under this Section,shall be done accordingly and timely, AFTER which the concerned Vendor or theUser/Client, whatever the case may be, and the Consultant shall try their bestto resolve the said issue. Until the said issue is resolved (or not), thedecision of the Consultant under this Section shall be applied in full withoutany objection from the said concerned Vendor or the User/Client, whatever thecase may be.

51.    Amendments

a.    The Consultant reserves the right to amendthis document, its Chapters, provisions, headings, definitions, sections,clauses, or any other guideline, policy, agreement and contract (if any),rules, procedures, any Service, or any other document or information, etc., atany time.
b.    The said assigning, alteration, amendment,changes, deletion, omission, addition, subtraction, or anything of like nature,to the their rights and obligations, or any other provision(s) under all theChapters of this document, or any other legally binding document, agreement,contract, guideline, policy, etc. from time to time, as mentioned above, SHALLbe communicated to those User(s)/Client(s)/Vendor(s) who are actively engagedwith the Consultant at that time under any legally binding agreement.
c.   This Section subject to all the other Sections and provisions of this documents, allthe relevant Chapters of this document, Privacy Policy, Refund Policy and allother relevant policies, guidelines, agreements, etc. provided by the Consultant respectively.

52.    Entire Agreement

a.    This document, its Chapters, provisions,headings, definitions, sections, clauses, together with all the otheragreements, contracts, policies, guidelines, rules, procedures, terms andconditions of all the Services, etc., constitute the entire agreement betweenthe Consultant and the concerned User/Client/Vendor and supersede all prioragreements, understandings, and representations respectively.
b.    ThisSection subject to all the other Sections and provisions of this documents, allthe relevant Chapters of this document, Privacy Policy, Refund Policy and allother relevant policies, guidelines, agreements, etc. provided by the Consultantrespectively.

53.    Disclaimers

a.    THE CONTENT AND FUNCTIONALITY ON THECONSULTANT’S WEBSITE, OTHER DIGITAL OR NON-DIGITAL ASSETS, AREAS, HANDLED BYTHE CONSULTANT EITHER DIRECTLY OR INDIRECTLY, IS PROVIDED WITH THEUNDERSTANDING THAT THE CONSULTANT IS NOT HEREIN ENGAGED IN RENDERINGPROFESSIONAL ADVICE OR SERVICES TO YOU, THE USER/CLIENT/VENDOR, NO CONSULTANT’SWEBSITE CONTENT, OR ANY CONTENT ANYWHERE WHERE THE CONSULTANT HAS EITHER DIRECTOR INDIRECT CONTROL, IS INTENDED TO SERVE AS OR SHALL BE DEEMED INVESTMENT,LEGAL, TAX, ACCOUNTING OR OTHER REGULATED ADVICE, AND THAT THE CONCERNEDUSER/CLIENT/VENDOR SHALL REMAIN SOLELY RESPONSIBLE FOR THE CONCERNEDUSER’S/CLIENT’S/VENDOR’S USE OF ALL THE CONSULTANT’S WEBSITE CONTENT, OTHERDIGITAL OR NON-DIGITAL ASSETS, AREAS, HANDLED BY THE CONSULTANT EITHER DIRECTLYOR INDIRECTLY, AND ACKNOWLEDGE THAT ANY RELIANCE UPON THE CONSULTANT’S WEBSITECONTENT OR OTHER DIGITAL OR NON-DIGITAL ASSETS, AREAS, HANDLED BY THECONSULTANT EITHER DIRECTLY OR INDIRECTLY, SHALL BE ENTIRELY AT THE CONCERNEDUSER’S/CLIENT’S/VENDOR’S SOLE OPTION AND RISK. ALL CONTENT AND FUNCTIONALITY ONTHE CONSULTANT’S WEBSITE OR OTHER DIGITAL OR NON-DIGITAL ASSETS, AREAS, HANDLEDBY THE CONSULTANT EITHER DIRECTLY OR INDIRECTLY, IS PROVIDED “AS IS,” WITHOUTWARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION,IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. THECONSULTANT AND ITS THIRD-PARTY CONTENT PROVIDERS MAKE NO WARRANTIES, EXPRESS ORIMPLIED, AS TO THE OWNERSHIP, ACCURACY, OR ADEQUACY OF THE SITE CONTENT. THECONSULTANT SHALL HAVE NO LIABILITY OR RESPONSIBILITY FOR ANY INFORMATIONPUBLISHED ON LINKED WEBSITES, CONTAINED IN ANY USER SUBMISSIONS PUBLISHED ONTHE SITE, OR PROVIDED BY THIRD PARTIES. NEITHER THE CONSULTANT NOR ITSTHIRD-PARTY CONTENT PROVIDERS SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL,CONSEQUENTIAL, OR PUNITIVE DAMAGES OR LOSSES OR FOR LOST REVENUES OR PROFITS,WHETHER OR NOT ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES ANDREGARDLESS OF THE THEORY OF LIABILITY.
b.    THIS SECTION IS SUBJECT TO ALL OTHERSECTIONS AND PROVISIONS OF THIS DOCUMENT, ALL THE RELEVANT CHAPTERS OF THISDOCUMENT, AND ALL OTHER RELEVANT POLICIES, GUIDELINES, AGREEMENTS, CONTRACTS,ETC. PROVIDED BY THE CONSULTANT RESPECTIVELY.

54.    Contact Us

a.    If any User/Client/Vendor has an enquiry ora complaint about the way the Consultant handles their Terms & Conditions(this document), or to seek any clarification for the same, then simplycommunicate the Consultant citing the same. The same shall be replied to theconcerned User/Client/Vendor within a reasonable time, at the total discretionof the Consultant. The address for the same is as follows:

i.     Email Address: support@vilasaniventures.com  OR info@vilasaniventures.com
ii.    
Postal/RegisteredAddress: Unit - 542, 5th Floor, Tower A2, SPAZE ITECH PARK, Badshahpur Sohna RdHwy, Sector 49, Gurugram, Haryana 122018.

55.    Feedback

a.    If the concerned User/Client/Vendor have anyquestions about this document, or any agreement, contract, policy, guideline,etc., or if the concerned User/Client/Vendor wish to report breaches of this document,or any agreement, contract, policy, guideline, etc., then please contact theConsultant by using the Consultant’s Website or emailing the Consultant at support@vilasaniventures.com  OR info@vilasaniventures.com

Last Updated on 14th May 2025.

These ‘Specific Terms & Conditions For Each Service Provided by theConsultant’ in this Chapter-2, describes the precise terms and conditions foreach of the Service provided by the Consultant. Various terms/definitions usedin this Chapter, are to be taken from Section-1 of Chapter-1 of this document,named ‘Definitions’. This whole Chapter-2 is subject to the Chapter-1 &Chapter-3 of this document, and all other policies, agreements, contracts,guidelines, rules, etc. or any other documentation provided by the Consultantrespectively.

1.    General Provisions

a.     The Client or Vendor,whatever the case may be, agrees in full, without any condition, that everysingle precise procedure or general workings for the Client AND every singleprecise procedure or general workings for the Vendor,shall follow this document named ‘Terms &Conditions’ in full, along withtheir respective MoUs and Vendor Agreement(s), and all other relevantagreements, policies, contracts, legal documents provided by the Consultant, as and when applicable.
b.     Any initiation of the Service provided by the Consultant tothe Client SHALL ONLY commence once the Fee/Service-Amount,partial or whole, is paid by the concerned Client to the Consultant, even before the signing of theconcerned MoU (as and when applicable) or even before the said MoU begins(as and when applicable).
c.     Anyinitiation of the service provided by the Vendor to the Consultant SHALLcommence ONLY with the signing of the concerned MoU (asand when applicable) between the concerned Vendor and the Consultant. Any payment of the said Price/Amount bythe Consultant to the concerned Vendor(s) may abide to the MoU signedbetween them.
d.    Anythingmentioned, regarding the Consultant's Services, their amount, duration, prices, andfeatures, or any other information regarding them, in the advertisements,brochures, the Consultant's Website, flyers, third-party websites and platforms,Mobile phones application (third-party), Consultant's social media profiles and other socialmedia profiles, or any other public forum, digital or non-digital, in anymedium or form, at any time and place shall NOT be legally binding on theConsultant, as they are construed strictly for representative purposes only.
e.    Allthe Services provided by the Consultant to the Client, and all the services provided by theVendor(s) to the Consultant shallfollow ONLY this Terms & Conditions, the ‘Vendor Agreement’ of that specific Service (as and when applicable), theconcerned MoU (as and when applicable) AND all other relevant agreements,policies, contracts, legal documents provided by the Consultant, as and when applicable.
f.     Allthe advertisements, brochures, flyers, etc., and the same on third-partywebsites and platforms, the Consultant's Website, mobile phones application(third-party), Consultant's social media profiles and other third-party socialmedia profiles, or any other public forum, digital or non-digital, in anymedium or form, at any time and place, are subject to change as per the Consultant's willunconditionally and unilaterally. The Consultant shall not be liable to update orcommunicate the same on any medium or on any platforms, either previously usedor on the new ones, whatever the case may be.
g.     The Consultant shallhave the unequivocal right to override any advertisement of any kind mentionedin this Section-1 and decide the Consultant's Services'Fee/Service-Amount OR Price/Amount, whatever the case may be, as per the Consultant's will,at any time, and the Consultant shall not be bound by the variousstatements or offers or prices, etc. mentioned in such advertisements of anykind in this Section-1 respectively.
h.    This saidSection issubject to the provisions of this document named Terms & Conditions, ANDthe provisions of the 'Vendor Agreement' (different document, if read by the Vendor), their respective MoUs (as and when applicable), AND all otherrelevant agreements, policies, contracts, legal documents provided by the Consultant, as and when applicable.

2.    FeeStructure & Payment Terms

a.     Fee/Service-Amount: The Client agrees to pay the Fee/Service-Amount for the Service as outlined in the Memorandumof Understanding (Mou) (differentdocument). It shall compulsorily include:

i.     The said Fee/Service-Amount, which is set and decided by the Consultant, which  shall be full and final, once it is enshrinedin the concerned Memorandum of Understanding (MoU) AND the same is signed by both theconcerned Client and Consultant.
ii.    
This Section-2(a) issubject to Section-1(b) respectively.

b.     The actual Price/Amount, to be paid by the Consultant tothe concerned Vendor, whichis set and decided by the Consultant, shall be full and final, once it is enshrined inthe concerned Memorandum of Understanding (MoU) AND when the same is signed by boththe concerned Vendor and Consultant.
c.     Furthermore, the said fee structure may include thefollowing, as per the Consultant's own will without any conditions, ifthe Consultant wishes to add them:

i.     Consultation Fees: A fee for initial consultation or advisory services,if applicable.
ii.     Registration Fees:
A fee for filing documents and registration withrelevant authorities.
iii.     Additional Service Fees:
Charges for any additional services, such asregistered agent services or ongoing compliance assistance.
iv.    
Or any other relevant charges, fee, price, amount,etc. as and when the Consultant decides to add or omit with amplecommunication with the concerned Client respectively.

d.     Payment Schedule: A detailed schedule for the said 'Fee/Service-Amount' for the Client AND a detailed schedule for thesaid  'Price/Amount' for the Vendor shallbe enshrined in their respective Memorandum ofUnderstandings (MoUs), which shall be a legally binding document, and shallbe adhered to in full, by both the Vendor and the Client, whatever the case may be, and theConsultant.

i.     For the purpose of payment of Fee/Service-Amount by the Client to the Consultant ONLY,this Section-2(d) is subject to Section-1(b) respectively.

e.     Non-Payment(s): In the event of non-payment of the Fee/Service-Amount,of any phase (if decided as such) either fully or partially, whatever the casemay be, the Consultant shall reserve the right to suspend or terminate thesaid decided Service(s)for the said Client respectively.

i.     Whatever the Fee/Service-Amount the Consultant hasreceived up till this point of suspension or termination, shall be forfeitedwithout any conditions, and the concerned Client shall lose the right to claim itrespectively.
ii.     Whatever the Price/Amount the Consultant has left to be paid up till thepoint of suspension or termination, shall be not given or paid to the concernedVendor, and the concerned Vendor shalllose the right to claim it respectively.
iii.    
Please note that any forfeiture mentioned aboveshall be firstly communicated to the concerned Vendor orthe Client,whatever the case may be, by the Consultant, AND both the Parties shall try their best to resolve thesaid issue of non-payment respectively. If after such communication andresolving process, the said issue still persists, then the Consultant shallhave the right to execute Section-2(e)(i) &(ii) mentionedabove, as and when applicable.
iv.    
This whole Section-2 is subject to the Refund Policy provided by the Consultant respectively.

f.     This said Section is subject to the provisions of thisdocument named Terms & Conditions, AND the provisions of the 'Vendor Agreement' (different document, if read by the Vendor), their respective MoUs (as and when applicable), AND all otherrelevant agreements, policies, contracts, legal documents provided by the Consultant, as and when applicable.

3. Duration

a.     Both theConsultant and the Client, or theConsultant and the Vendor,whatever the case may be, shall precisely decide, and put the duration of suchdecided Service(s), inwriting, in their respective Memorandum of Understandings (MoUs), whichshall be a legally binding document, and shall be adhered to in full, by boththe Vendor and the Client,whatever the case may be.
b.     The Consultant shallhave an unequivocal, unhindered, full, and unilateral right to either increaseor decrease the said decided duration of the decided Services, if andwhen the Consultant deems itfit to do so, ONLY after proper communication of the same is done by the Consultant fromtheir side, and when the same is accepted by the said concerned Client or Vendor, whateverthe case may be.c.      In theevent of over-time or the Service going beyond the decided duration, of any phase (if decided as such),whatever the case may be, then the Consultant shall reserve the right to suspend or terminate the said decidedService(s) for the said Client or Vendor respectively.

i.     Whateverthe Fee/Service-Amount theConsultant has received up till this point of suspension or termination, shallbe forfeited without any conditions, and the concerned Client shall lose theright to claim it respectively.
ii.     Whateverthe Price/Amount the Consultant has leftto be paid up till the point of suspension or termination, shall not be givenor paid to the concerned Vendor, and the concerned Vendor shalllose the right to claim it respectively. 
iii.    
Please note that any forfeiture mentioned aboveshall be firstly communicated to the concerned Vendor orthe Client,whatever the case may be, by the Consultant, AND both the Parties shall try their best to resolve thesaid issue of non-payment respectively. If after such communication andresolving process, the said issue still persists, then the Consultant shallhave the right to execute Section-3(c)(i) &(ii) mentionedabove, as and when applicable.
iv.     This whole Section-3 is subject to the Refund Policy provided by the Consultant respectively.

c.     This said Section is subject to the provisions of thisdocument named Terms & Conditions, AND the provisions of the 'Vendor Agreement' (different document, if read by the Vendor), their respective MoUs (as and when applicable), AND all otherrelevant agreements, policies, contracts, legal documents provided by the Consultant, as and when applicable.

4. Confidentiality

a.     The Client and the Vendor agree to maintain the confidentiality of anypersonal, business, or financial information shared by the Consultant. This information will only be usedfor the purpose of providing the Service(s)by the Consultant to the concerned Client, or for the services provided by the Vendor tothe Consultant, whatever the case maybe.
b.     The confidentiality obligation will continueafter the completion of the decided Services and will not be disclosed to any third partieswithout the Consultant's consent, unless required by law. The said consentof the Consultant shall be taken in writing by the concerned Client or Vendor, whatever the case may be.
c.      This said Section is subject to the provisions of thisdocument named Terms & Conditions, AND the provisions of the 'Vendor Agreement' (different document, if read by the Vendor), their respective MoUs (as and when applicable), AND all otherrelevant agreements, policies, contracts, legal documents provided by the Consultant, as and when applicable.

5.    Limitation of Liability

a.     The Consultant shall not be liable for any indirect,incidental, or consequential damages arising from the Client's use of the Service, taken by the said Client from the Consultant, includingdelays, errors, or omissions on governmental or non-governmental forms orfilings, or any other technical or non-technical error, or any other incidentseven remotely or directly out of control of the Consultant respectively.
b.     The Consultant shall not be liable for any indirect,incidental, or consequential damages arising from the Vendor's mistakes in execution of their Service to the Consultant, includingdelays, errors, or omissions on governmental or non-governmental forms orfilings, or any other incidents even remotely or directly out of control of theConsultant respectively.
c.      The Consultant does not guarantee the approval oracceptance of any documents, applications, or registrations by relevantauthorities, as they are literally not under the direct or indirect control ofthe Consultant.
d.     This said Section is subject to the provisions of thisdocument named Terms & Conditions, AND the provisions of the 'Vendor Agreement' (different document, if read by the Vendor), their respective MoUs (as and when applicable), AND all otherrelevant agreements, policies, contracts, legal documents provided by the Consultant, as and when applicable.

6. Miscellaneous

a.     The prices mentioned in the Brochure or anyother relevant piece of advertisement made by the Consultant,regarding the Fee/Service-Amount or Price/Amount, for any Service provided by the Consultant,shall always and compulsorily exclude the 18%GST Tax which is taxed by therelevant Indian authorities and henceforth, bounds the Consultant topay the same to the said authorities with proper and set procedures.
b.     Furthermore and therefore, the final Fee/Service-AmountOR the final Price/Amount shall include the 18%GST Tax and may be different fromwhat is advertised on Brochures or any other relevant piece of advertisement madeby the Consultant respectively.
c.      This tax rate is current and is subject tochange as and when the relevant government authorities notify the same. It isthe duty of the Client and the Vendor to keep updated about the same.
d.     The 'Why Choose Us' and 'Our Process'sections on the Consultant's various brochures or any other relevant piece ofadvertisement made by the Consultant,for any Service, are for presentational purposes only and shall always varyaccording to the Consultant need and will, unilaterally without any hindrance.
e.     Any promises, guarantees, statements,wordings, etc., on the Consultant's various brochures or any other relevantpiece of advertisement by the Consultant, for any Serviceprovided by the Consultant,  which might make an impression on thereader's mind of a promise or anything of like nature, shall only be perceivedand construed as presentational purposes only and shall not be legally bindingto any Client or Vendor orany individual whatever the case may be.
f.      The Consultant shall execute any of the Service providedby them, to the best of their efforts, but nevertheless, the Consultant takesno responsibility and shall not be held liable under any circumstances incases, where any specific execution, for any of such Service, takes a prolonged time or any time for that matterOR falls short of decent-execution due to circumstances or situations beyondthe control of the Consultant respectively. The said 'decent-execution' and‘delay’ of any kind, shall only be decided by the Consultant only, and shall be communicated to the concerned Client for utmost transparency.
g.      Any 'Package(s)' mentioned in the Brochures,flyers, Consultant's Website, or anywhere else for the any Service providedby the Consultant, are for representational purposes only, and arealways subject to change as per the Consultant's will, without any prior notice or communication.
h.     Any featurementioned in any 'Package' in the said Service's brochure or any other kind ofadvertisement may not be available at every moment. Therefore, the Consultant reserves the right to restrict or denyany of the said features as when the Consultant deems it fit to do so.
i.       The 'Delivery Days' mentioned in the various brochures regarding this Service oranywhere else, are just general and representational in nature, and may beextended as per the requirement of the Client, complexity of the Service, or becauseof any other reason, as the Consultant deem fit unilaterally, without any conditionsrespectively. The same shall be communicated to the concerned Client before such extension is practiced bythe Consultant.
j.       Disclaimer: The Consultant does not guarantee specific results(e.g., sales, engagement, rankings, increase of any metrics, etc.), as anyoutcomes, as expected by any Client or any individual, are subject to multiple externalfactors, totally beyond the control of the Consultant. The Consultant shall not be held liable for losses incurredto any Client or individual, due to any third-partyplatforms or tools or integrations used before, during or after the time ofsuch Services executed by the Consultant. The Consultant shall not liable for business losses, loss ofreputation, or indirect or consequential damages, merely by the execution ofany Service the Consultant provides. Any statement made by the Consultant to advertise or sell any of their Service, which may beinferred or interpreted by any individual or any Client as a ‘guarantee’ shall NOT be as such,as the Consultant is clearly declaring here of no suchguarantee(s) of any kind shall ever be made, is being made, or will ever bemade in the future from the Consultant’s side. Any Client using any of the Consultant’s Service shall agree to this provision in full.
k.     Staggered or Phased Payments of Fee/Service-Amount by Client: Incase the said concerned Client is under a legal obligation withthe Consultant to pay the mutually decided Fee/Service-Amount repetitively after a said duration, that is, paymentof Fee/Service-Amount in a phased or staggered manner, to the Consultant forService(s) offeredby the Consultant to the said Client, then the Consultant shallhave full, unilateral, unhindered and full rights, without any conditions toterminate or cease the said Service(s) IF and when the said Client failsto make such payment, due to any reason, of the said Fee/Service-Amount withinor after the said decided duration or at a fixed time repetitively or anythingof like nature, either for a mutually decided whole period or inevitably, untilboth the said concerned Client and the Consultant wishesfor the said Service(s) to continue. Please note: A warning shall becommunicated of such termination/cessation to the said concerned Client fromthe Consultant, within 48 hours when such Fee/Service-Amount shall be due. After such communication, the said Service(s) shallautomatically stand fully cancelled or terminated or ceased, and acommunication for such cancellation/termination/cessation shall also becommunicated to the said Client from the Consultant respectively.However, if the Client wishes to continue the said Service(s) aftersuch termination/cessation by the Consultant, then either a fresh-agreement (or MoU) may be drafted OR the immediate previousoriginal one may be re-instated by the Consultant with an addendum to reflect thesaid changes (if any). The Consultant shall be under no obligation to compulsorilycontinue the said Service(s) after termination/cessation, just because ofre-payment of said Fee/Service-Amount or communication from the concerned Client tothe Consultant regarding and after such termination/cessation ofsaid Service(s) in question respectively. The Consultant shallhave complete freedom to decide the resumption of such Service(s) insuch cases, without any conditions.
l.      This said Section is subject to the provisions of thisdocument named Terms & Conditions, AND the provisions of the 'Vendor Agreement' (different document, if read by the Vendor), their respective MoUs (as and when applicable), AND all otherrelevant agreements, policies, contracts, legal documents provided by the Consultant, as and when applicable.

7.    SpecificProvisions for the Services Known as ‘Company Formation’, ‘GST Registration& Filing’ and ‘Accounts, Compliances & Regulatory Affairs’.

a.     Scope of Service: The Consultant agrees to offer the general ‘Company Formation’, ‘GSTRegistration & Filing’ and ‘Accounts, Compliances & Regulatory Affairs’ Service(s), which mayinclude, but are not limited to:

i.     Registrationof Private Limited Company,
ii.    
Registrationof Limited Liability Partnership (LLP), 
iii.    
Registrationof One Person Company,
iv.    
Registrationof Section 8 Company,  
v.    
Registrationof Proprietorship,
vi.    
Registrationof Partnership Firm,
vii.    
SocietyFormation,
viii.    
Registration of Foreign Company,
ix.    
CompanyStrike-Off, 
x.     GST Registration

1.     Assessment of Taxability &Applicability: Advising onGST applicability based on business type, turnover, and location; Determiningcorrect GST structure (Regular/Composition/Casual/Non-resident).
2.     Preparation & Filing of GST RegistrationApplication: Collection andverification of necessary documents; Filing GST REG-01 (online application)with GSTN portal.
3.     Follow-up & Liaison with GSTAuthorities: Responding toqueries or notices (GST REG-03); Filing clarification or additional documents(GST REG-04).
4.     Receipt &Sharing of GST Registration Certificate which may include sharing GSTIN andcertificate (GST REG-06) post-approval.
5.     Amendment in GST Registration: Changes in core and non-corefields (business address, promoter details, etc.); Filing GST REG-14 andobtaining revised GST certificate.
6.     Cancellation & Revocation ofGST Registration:FilingGST REG-16 (for voluntary cancellation); Filing GST REG-21 (for revocation ofcancelled registration).

xi.    GST Filing:

1.     Regular Filing ofMonthly/Quarterly Returns: GSTR-1: Outward Supplies; GSTR-3B: Summary Return; GSTR-4: CompositionScheme Return; GSTR-5: Return for Non-resident Taxpayers; GSTR-6: Input ServiceDistributor; GSTR-7: TDS Deductor Return; GSTR-8: E-commerce TCS Return; GSTR-9:Annual Return; GSTR-9C: Reconciliation Statement (if applicable)
2.    Reconciliation of Input Tax Credit (ITC): Matching ofGSTR-2B / 2A with books of accounts; Flagging and rectifying mismatches orpending ITC.
3.    Correction of Past Returns / Amendments: Rectificationof past invoices, credit notes, and debit notes; Filing amendments insubsequent GSTR-1 and 3B returns.
4.    Late Filing & Compliance Recovery: Filing overduereturns and computing late fees and interest; Support in clearing pending GST liabilities.

xii. GST Advisory & Support Services:

1.    GST Compliance Calendar Management, which mayinclude timely reminders and updates on due dates and changes.
2.    Tax Planning under GST Regime, which may includeadvice on optimal use of ITC, composition scheme benefits, etc.
3.    Maintenance of GST Records, which may include assistingin keeping digital records as per Rule 56 of CGST Rules.
4.    Handling GST Notices & Scrutiny: Drafting and submittingresponses to GST notices;  Representingbefore GST authorities during audits or inquiries.

xiii.   Miscellaneous:

1.    E-Invoice Generation & Integration, whichmay include assisting in compliance with e-invoicing rules for eligibletaxpayers.
2.    E-Way Bill Generation & Compliance, whichmay include creating and managing e-way bills for inter/intra-state transport.
3.    HSN Code Classification & SAC Clarification,which may include support in correct classification of goods/services underGST.
4.    Training & Support to In-House Teams, whichmay include educating staff on basic GST rules, invoice format, and compliancetools.

xiv.     ITR Filing, 
xv.    
MCA Filing,
xvi.     FinancialAccounting,
xvii.     Book-Keeping,
xviii.    
PayrollServices,
xix.     FinancialAnalysis,
xx.    
Financial& Legal Compliances, 
xxi.    
Or any other service, in addition to the onesmentioned above, which may aid or work as a catalyst to the said ‘Company Formation’, ‘GSTRegistration & Filing’ and ‘Accounts, Compliances & Regulatory Affairs’ Service(s)respectively

b.     The Vendor, engagedlegally by the Consultant for this Service shall adhere to every single conditionmentioned in the concerned Memorandum of Understanding (MoU) AND shall also adhere strictly andlegally, to all the changes till the said Service's completion, as and when asked formally by the Consultant from time to time, besides ordifferent from the said MoU, for better adaptation and for any other relevant reasonthe Consultant deems fit. The Vendor agreed not deny the said provision.

i.     The Consultant reserves the unilateral, unequivocaland unhindered right to amend the said MoU for the Vendor, at appropriate times, as and when the Consultant deems it fit to do so.
ii.     If the Consultant amends the said MoU for the Vendor, then theConsultant shall have the unilateral, unequivocal and unhindered right toeither increase or decrease the final 'Price/Amount' of the said Service respectively.
iii.     The Vendor shall not have the right to object to Section-7(b)(i)-(ii) above. When such changes are madeunder Section-7(b)(i)-(ii)  by the Consultant, the same may be communicated to theconcerned Vendor,compulsorily before the completion of the said Service.

c.     If the Vendor(s) leave orexits without any formal explanation or notice to the Consultant, before thecompletion of the said Service as per the signed Memorandum of Understanding (MoU) between the Consultant and the said Vendor(s), thenthe Consultant shall have unequivocal right to stopthe remaining Price/Amount, left to paid to the concerned Vendor(s) (ifany), and the said Vendor(s) shall have no right to claim the same.
d.     In case the Vendor agrees to provide an 'AdditionalService', which requires engagement even beyond the completion of the said Service, or theagreed upon MoU, then the said Vendor shall be responsible even beyond thecompletion of the said Service as mentioned in the Memorandum of Understanding (MoU) between the Consultant and the said Vendor respectively.
e.      This said Section is subject to the provisions of thisdocument named Terms & Conditions, especially Section-1 to Section-6 of Chapter-2, the provisions of the 'Vendor Agreement' (different document, if read by the Vendor), their respective MoUs (as and when applicable), AND all otherrelevant agreements, policies, contracts, legal documents provided by the Consultant, as and when applicable.

8.    Specific Provisions for the Services Known as ‘Full Stack Web Development’ and ‘App Development (iOS & Android)’

a.     Scope of Service: The Consultant agrees to offer the general ‘Full Stack Web Development’ and ‘App Development (iOS & Android)’ Service(s), which may include, but are not limited to:

i.     Front-end Development (including, but not limited to, HTML, CSS, JavaScript, and associated frameworks such as React, Angular, etc.),
ii.     Back-end Development (including, but not limited to, server-side programming, database management, API development, etc.),
iii.     Integration of third-party tools and services,
iv. Design and implementation of a fully functional and responsive website or any other medium alike,   
v.    
Regular maintenance and updates as required by the Consultant,
vi.     Additional Services, like Version Control: Git, GitHub for managing code, deploying sites on platforms like AWS, Heroku, DigitalOcean, etc., ensuring site stability and fixing bugs, Improving performance (speed, SEO, etc.).  
vii.    
Frontend and Backend Development, Database Management, API Development and Integration, Bug Fixing and Maintenance, Other related web development tasks as assigned.
viii.    
Development of Native Mobile Applications, which may include: The Company shall provide development services for native mobile applications specifically tailored for the iOS and Android operating systems, ensuring optimal performance and seamless integration with each platform's unique features.
ix.     Custom Mobile Application Design, which may include: The Company will design and develop customized mobile applications based on the specific needs and requirements of the Client, ensuring that the app aligns with the Client's brand identity, target audience, and business objectives.
x.     Cross-Platform Compatibility, which may include: The Company may offer services for the development of cross-platform mobile applications utilizing frameworks such as React Native, Flutter, or Xamarin to ensure consistent user experience across iOS and Android devices, thereby reducing the time and cost of development.                                          
xi.    
UI/UX Design, which may include: The Company will provide user interface (UI) and user experience (UX) design services for mobile applications, ensuring that the app is visually appealing, easy to navigate, and delivers a seamless experience to the end user.
xii.  
App Functionality & Features Development, which may include: The Company shall develop the core functionalities and features of the mobile application as per the Client's specifications, including, but not limited to, user authentication, payment gateways, push notifications, geolocation, real-time data syncing, and any other bespoke features.
xiii.     Backend Development, which may include: The Company will design and implement the necessary backend infrastructure required for the mobile application, including databases, servers, and APIs, ensuring that the app functions efficiently and securely.
xiv.    
API Integration, which may include: The Company shall integrate third-party APIs as requested by the Client to enhance the app's functionality, including payment processing, social media integration, geolocation services, analytics tools, and other necessary integrations.
xv.    
App Testing & Quality Assurance, which may include: The Company will conduct extensive testing and quality assurance (QA) on both iOS and Android applications, including functional testing, usability testing, performance testing, and security audits to ensure that the app is free from bugs and meets the required performance standards.
xvi.    
Security & Data Protection, which may include: The Company will implement industry-standard security measures in the development of the app, ensuring the protection of user data and sensitive information, including encryption, secure data storage, and compliance with data protection regulations such as GDPR, CCPA, or other applicable laws.
xvii.     App Deployment & Distribution, which may include: Upon successful development and testing, the Company will facilitate the deployment of the mobile application on the respective app stores, namely the Apple App Store for iOS and Google Play Store for Android, ensuring compliance with all platform-specific submission guidelines.                    
xviii.    
App Maintenance & Updates, which may include: The Company will provide ongoing maintenance services for the mobile application, including bug fixes, performance optimization, and regular updates to ensure compatibility with future versions of iOS and Android operating systems and to introduce new features or improvements as required by the Client.
xix.     App Performance Monitoring & Analytics, which may include: The Company will integrate performance monitoring tools and analytics frameworks within the app to track user engagement, usage patterns, crash reports, and other key metrics, allowing the Client to make data-driven decisions for future updates and improvements.                
xx.    
Compliance with App Store Guidelines, which may include: The Company will ensure that the developed mobile application complies with all relevant app store guidelines and policies, including those set forth by Apple for iOS apps and Google for Android apps, to avoid rejection or removal from the app stores.
xxi.     User Support & Troubleshooting, which may include: The Company will offer post-launch user support services, including troubleshooting and resolving any issues related to the mobile application, addressing user complaints, and ensuring the app operates smoothly in real-world scenarios.
xxii.     Intellectual Property & Ownership, which may include: Upon completion of the mobile application development, the Client shall retain full ownership of the app's intellectual property, including source code, design assets, and any other materials associated with the app, subject to any prior agreements regarding licensing or proprietary software components.
xxiii.     Or any other service, in addition to the ones mentioned above, which may aid or work as a catalyst to the said ‘Full Stack Web Development’ and ‘App Development (iOS & Android)’ Service(s) respectively.

b.     Anythird-party plugins which are owned by other entities shall be charged as perthe said entity's decided amount, with an added Fee/Service-Amount charged by the Consultant for integrating the said pluginsuccessfully on the Client's product/website, or whatever the case may be.
c.     Fee/Service-Amount mentioned are subject to certainlimitations or criteria relating to number of pages, listing, plugins, servers,or any other digital or technical product or element, or features, as and whenspecified and mentioned by the Consultant at the initiation of the Service itself, to the best of their capacity.If the numbers/quantity of such pages, listings, plugins, servers, or any otherdigital or technical product, or element, or features, increases or decreasesor are made complicated due to excess of any workload, then the Consultant reserves the rights, without anyconditions to increase the said Fee/Service-Amount, anytime during the said Service, before itscompletion, or on its completion, to reflect the said changes respectively. Thesaid changes shall be communicated to the concerned Client or Vendor, aptly, by the Consultant appropriately, of which the said Vendor or the Client shall not object in full. In case ofdenial of such changes proposed by the Consultant, the Consultant then shall reserve the right toexecute Section-2(e) of Chapter-2 in full, without any conditionsrespectively.
d.      The Vendor (if any), engaged legally by the Consultant for these Services shall adhere toevery single condition mentioned in the concerned Memorandum of Understanding(MoU) AND shallalso adhere strictly and legally, to all the changes till the said Service's completion, as and when asked formallyby the Consultant from time to time, besides ordifferent from the said MoU, for better adaptation, quality service, and for any otherrelevant reason the Consultant deems fit. The Vendor shall not deny the said provision. In case of denial ofsuch changes proposed by the Consultant, the Consultant then shall reserve the right to execute Section-2(e) of Chapter-2, in full,without any conditions respectively.
e.     The Vendor shall strictly adhere to the exactrequirements as mentioned in the respective Memorandum of Understanding (MoU), signed between the Vendor and the Consultant respectively.

i.     The Consultant reserves the unilateral, unequivocaland unhindered right to amend the said MoU for the Vendor, at appropriate times, as and when the Consultant deems it fit to do so.
ii.     If theConsultant amends the said MoUforthe Vendor, then the Consultant shall have the unilateral, unequivocaland unhindered right to either increase or decrease the final 'Price/Amount' of the said Service respectively.
iii.    
The Vendor shall not have the right to object to Section-8(e)(i)-(ii) above. Whensuch changes are made under Section-8(e)(i)-(ii) by the Consultant, the sameshall be communicated to the concerned Vendor, compulsorily before the completion of thesaid Service.

f.     If the Vendor(s) leave orexits without any formal explanation or notice to the Consultant, before thecompletion of the said Service as per the signed Memorandum of Understanding (MoU) between the Consultant and the said Vendor(s), thenthe Consultant shall have unequivocal right to stopthe remaining Price/Amount, left to paid to the concerned Vendor(s) (ifany), and the said Vendor(s) shallhave no right to claim the same.
g.     In case the Vendor agrees toprovide an 'Additional Service', which requires engagement even beyond thecompletion of the said Service, then the said Vendor shall be responsible even beyond thecompletion of the said Service as mentioned in the Memorandum of Understanding(MoU) between the Consultant and the said Vendor respectively.
h.      Anythingmentioned in Section-8(a)above, in the various packages under the brochure or any other relevantpiece of advertisement, of these Services, are all general in nature, shall be made and executed bythe Consultant to the best of the Consultant's efforts and capacity. Therefore, anyerror, relating to clerical, technical, digital, artistic, grammatical, visual,technology-wise, backend-wise, frontend-wise, format-wise, digital-format wise,colour-wise, size-wise, or anything of like nature, shall be totallyunintentional and without any bias and not a reflection of the Consultant's incapacity or incapability. It shallbe the duty of the concerned Client to point out such errors, as soon as possible, butstrictly before the completion of these Services. The Consultant shall not be responsible or obligated under anycircumstances, to rectify the said mistakes after the completion of this Services towards the concerned Client respectively.
i.     The numberof 'iterations' and the 'duration', or 'additional services' under which thesaid App/Website for the Client, which is to be rectified, edited,custom-made, re-designed, tested, uploaded, refined, developed, designed, etc.,or anything of like nature by the Consultant for the concerned Client, shall bementioned in the respective Memorandum of Understanding (MoU) respectively. The Consultant shall only be bound and responsiblefor the mentioned 'iterations' and 'duration', or any other 'additionalservice', only till the completion of the said Services (unless the nature of the additionalService itself goes beyond the completion date as mentioned in the respective MoU)respectively.
j.     Some Apps/Websitedeveloped by the Consultant, may takelonger to rectify, edit, custom-make, re-design, test, upload, refine, develop,design, etc., or anything of like nature, due to their complexity, increasedworkload, increased research, increased artistic value, use of internationalobligatory visuals, complex combinations of various artistic elements ortechnologies, technical errors outside the control of the Consultant, or complexrequirement of the Client itself, or any other reason as the Consultant may deem fit. In such circumstances,the Consultant shall have an unequivocal and anunilateral right to either increase or decrease the said and decided Fee/Service-Amount in the Memorandum of Understanding(MoU), as and whenrequired respectively. The same shall be communicated to the concerned Client, as soon aspossible, before the completion of the said Service, by the Consultant appropriately. In case the Client denies the same, then the Consultant reserves the full right to exercisethe rights under Section-2(e) of Chapter-2 mentioned above.
k.      In case, theClient requires some specific requirements intheir overall App/Web development, which are outside the decided 'Package' bythe Consultant, then the Consultant shall have an unequivocal andunilateral right to decide the said Fee/Service-Amount for each of such unique requirement(s). Incase the Client denies the same, then the Consultant reserves the full right to exercisethe rights under Section-2(e) of Chapter-2 mentioned above.
l.      Anythingcoming outside the mentioned scope under Section-8(a) above, as per the Client's request, but still coming under thecategory of 'AppDevelopment (iOS & Android)' or ‘Full Stack Web Development’ in thecommon and general logic, parlance and practice, then, as and when the Consultant decides to execute the sameunilaterally, it shall be charged as extra in the said decided Fee/Service-Amount, which shall be mentioned in theconcerned Memorandumof Understanding (MoU) between the Consultant and the Client. In case the said outputs mentioned in thisprovision specifically, are  increaseddue to any reason adhering to their complexity, combinations, workload, etc.,then the said Client shall be charged extra by the Consultant, whichshall be reflected in the final invoice issued to the said Client respectively. The said changes may bereflected by the Consultant in between the said Services, before orat the completion of such Services, irrespective of the Fee/Service-Amount mentioned in the concerned Memorandum of Understanding(MoU) respectively.In case of denial of such changes proposed by the Consultant, the Consultant then shall reserve the right toexecute Section-2(e) of Chapter-2 in full, without any conditions respectively.
m.     The Consultant shall have the right to decide themedium through which they decide to deliver, design, store, and maintain thesaid outputs (App(s)/Website(s)), unless both the Client and the Consultant decide otherwise.
n.       Scope of Website/AppMaintenance Services: During the website/app maintenance period,as decided between the Client and the Consultant, in writing in the respective MoU, or as an addendum or as a differentagreement altogether, the Consultant agrees to provide only the following services, strictlylimited to basic support, content management, and minor fixes. Any service ortask not explicitly listed below shall be deemed out of scope and subject toseparate charges and agreements:

i.     Basic Bug Fixes (Front-EndOnly): Correction of small layout misalignments (e.g., padding,margin, font size issues); Fixing broken links or 404 errors within the website/app;Minor adjustments to buttons, forms, or visible front-end components, andCorrection of text overlap or visual issues on standard browsers. 
ii.     Content Uploads:
Uploadingprovided images to pre-existing website/app sections or galleries (up to [e.g.,30] images during the maintenance period); Uploading or replacing writtencontent on pre-existing pages (e.g., About Us, Services, Blogs); Updatingcontact details (email, phone, address); Adding or replacing downloadable files(PDFs, brochures, etc.) provided by the Client.
iii.     User Experience Adjustments:
Adding orremoving menu items (where navigation structure remains intact) and Updatingfooter or header details (e.g., copyright, social links).
iv.     Basic Forms Management:
Checking functionality of contactforms or newsletter signup forms, and Minor edits to form labels or fieldnames.
v.     Miscellaneous:
Onlycompression of large images (if any causing slowdowns) and One-time fullwebsite/app backup during the maintenance period, on request.
vi.    
Or any otherservice, features, elements, or execution as the Consultant may deem fit, in addition to the abovementioned list respectively.

o.     Out of Scope Services (NotIncluded Unless Separately Contracted in the respective MoU): The following services, which includes,but not limited to, are strictly outside the scope any website/app maintenancepackage compulsorily, unless expressly and separately decided by both theconcerned Client and the Consultant, inwriting, and with the express permission and acceptance of the Consultant only:

i.     Full website/appredesign or page creation. 
ii.    
Customdevelopment or coding of new features or deletion of the same.
iii.    
Advancedsecurity measures or malware removal.
iv.     SEOoptimization (on-page or off-page).
v.    
APIintegrations or third-party app setups. 
vi.    
eCommerce-relatedchanges (e.g., checkout flow, payment gateway setup).
vii.    
Server-sidesupport (e.g., hosting issues, domain configuration).
viii.    
Graphic design or editing of content (images,videos, branding)
ix.    
Training,tutorials, or consultation beyond 30 minutes total.
x.    
Or any otherservice, features, elements, or execution as the Consultant may deem fit, in addition to the abovementioned list respectively.

p.     Please note,that the Consultant has the full rights, without anyconditions and liability, to add, delete, omit, alter, rectify, or anythingelse of like nature, the list mentioned in Section-8(o)(i)-(x) and Section-8(n)(i)-(vi) above respectively. The said addition,deletion, omission, alteration, rectification, or anything else of like natureas mentioned in this Section, may be communicated to the said concerned Client if the Consultant deems it fit to do so. Furthermore,for clarity, nothing in this Section shall affect the already mentioned 'Website/App-Maintenance-Package'and/or their respective features, etc. added to the respective MoU (if any)between the concerned Client and the Consultant, unless both the Consultant and the Client expressly agree upon such alteredchanges, in writing, respectively.
q.     Client Obligation: All content (images, text, files, oranything of like nature) must be provided in final and correct form, and readyfor upload. The Consultant shall not be liable for anythird-party plugin, images, texts, files, or platform outages, or anything oflike nature. All the relevant changes shall be made only within working hoursand subject to prior scheduling, to the best of the Consultant's capacity.
r.      This said Section is subject to the provisions of thisdocument named Terms & Conditions, especially Section-1 to Section-6 of Chapter-2, the provisions of the 'Vendor Agreement' (different document, if read by the Vendor), their respective MoUs (as and when applicable), AND all otherrelevant agreements, policies, contracts, legal documents provided by the Consultant, as and when applicable.

9.    Specific Provisions forthe Services Known as ‘Legal HR Framework, Agreements & Contracts’

a.     Scope of Service: The Consultant agrees to offer the general ‘Legal HR Framework, Agreements& Contracts’Service, which may include, but are not limited to:

i.     Custom Contract Drafting: Drafting bespoke contracts tailored toclient's business needs and industry practices. Coverage includes commercialcontracts, vendor agreements, consulting contracts, lease agreements, and more.
ii.     Risk Identification &Mitigation:
Proactiveidentification of legal and commercial risks in contractual terms. Draftingrisk-averse clauses including indemnity, limitation of liability, and disputeresolution mechanisms
iii.     Regulatory and StatutoryCompliance: Ensuringdrafted contracts comply with applicable laws and sector-specific regulations.Inclusion of jurisdiction-specific clauses when dealing with internationalclients. 
iv.     Clarity & Enforceability:
Use of clear and precise legallanguage to avoid ambiguity. Inclusion of enforceable clauses that canwithstand scrutiny in legal proceedings.
v.     Review and Revision Support:
Assistance in redlining and reviewingcontracts received from third parties. Suggested revisions and negotiationsupport to protect client interests.
vi.     Template Creation Services: Development of legally compliant andreusable contract templates for client operations. Training and guidance oninternal contract management.
vii.     Strategic AgreementStructuring:  Understanding client objectives andstructuring agreements to reflect their legal and commercial interests.Consultation on rights, obligations, liabilities, and dispute scenarios beforedrafting.
viii.    Wide Range of Legal Agreements Covered:
Partnership Agreements, ShareholdersAgreements, MOUs, Franchise Agreements, Licensing Agreements, NDAs, JointVenture Agreements, etc. Custom drafting to suit domestic and cross-borderlegal frameworks.
ix.  Precision & Protection:
Drafting agreements that preciselyallocate rights, responsibilities, timelines, and consequences. Incorporationof protective clauses like non-compete, non-solicitation, force majeure, andarbitration.
x.     Multi-Party & ComplexTransaction Support:
 Experiencein drafting agreements involving multiple stakeholders. Integration ofinter-party obligations and layered confidentiality and liability terms.
xi.     Negotiation & FinalizationSupport:
Providingredlined drafts for review and counterparty negotiation. Legal advice onconcessions and compromises during the agreement finalization process. 
xii.     Post-Drafting Support:
Clarification on clausespost-signature. Amendment and addendum drafting services as per evolving needs.
xiii.    Regulatory Compliance Advisory:
Guidance on national and regionallabour laws and employment standards. Ensuring client HR policies align withlegal obligations (e.g., equal opportunity, anti-discrimination, wage and hourlaws). Updates on legislative changes affecting HR practices.
xiv.     Employment DocumentationServices:
Drafting andreviewing employment contracts. Preparation of company HR handbooks andmanuals. Creation and legal vetting of offer letters, appointment letters,NDAs, and employee code of conduct.
xv.     Disciplinary and TerminationProcesses:
Legalsupport in handling employee disciplinary actions. Drafting of show causenotices and termination letters. Ensuring due process is followed interminations to mitigate legal risks.
xvi.     Workplace Investigations &Grievance Redressal:
Advising on internal investigation processes. Legalframework support for harassment, misconduct, or ethical complaints.
xvii.    Employment Structuring & Policy Development:
Designing legally compliantcompensation structures. Drafting policies on leave, attendance, remote work,performance management, etc.
xviii.    Representation & Dispute Resolution:
Legal representation or assistance inemployment-related disputes before labour authorities or industrial tribunals.Mediation and arbitration support for resolving internal employment conflicts. 
xix.     Data Protection & PrivacyCompliance in HR:
Advisingon personal data handling of employees per applicable data protection laws.Drafting data privacy policies and consent forms for HR use. 
xx.    
Or any otherservice, in addition to the ones mentioned above, which may aid or work as acatalyst to the said ‘Legal HR Framework, Agreements & Contracts’ Service respectively.

b.     All theagreements, contracts, policies, templates, or anything of like naturementioned in the various packages under the brochure or any other relevantpiece of advertisement, digitally or non-digitally, of this Service, are allgeneral in nature, and are pre-edited by the Consultant to the best of the Consultant's efforts and capacity. Therefore, anyerror, relating to clerical, technical, grammatical, or anything of likenature, shall be totally unintentional and without any bias and not areflection of the Consultant's incapacity or incapability. It shallbe the duty of the concerned Client to point out such errors, as soon as possible, butstrictly before the completion of this Service. The Consultant shall not be responsible or obligated underany circumstances, to rectify the said mistakes after the completion of this Service towards the concerned Client respectively.
c.     The numberof 'iterations' and the 'duration' within which the relevant agreements,contracts, policies, templates, or anything of like nature mentioned in thevarious packages, are to rectified, edited, etc. by the Consultant for the concerned Client, shall bementioned in the respective Memorandum of Understanding (MoU)respectively. The Consultant shall only be bound and responsiblefor the mentioned 'iterations' and 'duration' only, whatever and whichever isexhausted first.
d.      Somespecific agreements, contracts, policies, templates, or anything of likenature, may take longer to draft, due to their complexity, increased workload,increased research, use of international obligatory provisions, verbosity,complex requirement of the Client itself, or any other reason as the Consultant may deem fit. In such circumstances,the Consultant shall have an unequivocal and anunilateral right to either increase or decrease the said and decided Fee/Service-Amount in the Memorandum of Understanding(MoU), as and when required respectively. The same shall be communicated tothe concerned Client, aptly,before the completion of the said Service, by the Consultant appropriately.
e.     In case, theClient requires some specific agreements,contracts, policies, templates, or anything of like nature, outside the decided'Package' by the Consultant, then the Consultant shall have an unequivocal andunilateral right to decide the said Fee/Service-Amount for each of such requirement.
f.     Allagreements, contracts, policies, templates, or anything of like nature, comingunder the category of 'Legal Agreements' OR 'Contract Drafting' shall becharged an initial Fee/Service-Amount for some specific and finite 'pages',as mentioned in the concerned Memorandum of Understanding (MoU) between the Consultant and the Client. In casethe said 'pages' are  increased due toany reason, then the said Client shall be charged extra, as the decided by the Consultant, whichshall be reflected in the final invoice issued to the said Client respectively. The said changes may bereflected by the Consultant in between the said Service, before orat the completion of such Service, irrespective of the Fee/Service-Amount already mentionedin the concerned Memorandumof Understanding (MoU) respectively. In case of denial of such changes proposedby the Consultant, the Consultant then shall reserve the right toexecute Section-2(e) of Chapter-2 in full, without any conditions respectively.
g.      This said Section is subject to the provisions of thisdocument named Terms & Conditions, especially Section-1 to Section-6 of Chapter-2, the provisions of the 'Vendor Agreement' (different document, if read by the Vendor), their respective MoUs (as and when applicable), AND all otherrelevant agreements, policies, contracts, legal documents provided by the Consultant, as and when applicable.

10.    SpecificProvisions for the Services Known as ‘Creative Designing’

a.     Scope of Service: The Consultant agrees to offer the general ‘Creative Designing’ Service, which mayinclude, but are not limited to:

i.     Logo Design: Creation of original, unique, andmemorable logos that visually represent a brand or company, tailored to itsidentity, values, and industry.
ii.     Business Collateral Design:
Design of essential business materialsincluding business cards, letterheads, envelopes, and other stationery itemsthat promote consistency and professionalism for corporate identity. 
iii.     Marketing Collateral Design:
Creation of visually engagingmarketing materials like brochures, flyers, posters, banners, and ads. Thesematerials are used for promotional, informational, and advertising purposes,both in print and digital formats. 
iv.     Social Media Graphics:
 Development of customized graphics, banners,and posts designed specifically for social media platforms (Facebook,Instagram, LinkedIn, etc.) to enhance online presence and engagement.
v.     Presentation & InfographicDesign:
Design ofvisually appealing slides, PowerPoint presentations, and infographics thatsimplify complex information and effectively communicate ideas, trends, andstatistics.
vi.     Packaging & Label Design:
Design of creative and functionalpackaging solutions that reflect the brand and appeal to the target market, aswell as product labels that provide necessary information while maintainingaesthetic appeal. 
vii.     Website Design:
Development of user-friendly andvisually appealing websites, both static (simple informational sites) anddynamic (interactive sites with content management systems). Includes layout,visual elements, and overall design.
viii.    Wireframing & Prototyping:
Creation of wireframes (basic structure) andinteractive prototypes for websites or apps, providing a blueprint for userinterface design and ensuring a seamless user experience before fulldevelopment.  
ix.     App Design:
Custom design of mobile and webapplications with a focus on user experience (UX) and user interface (UI) tomake apps both aesthetically pleasing and easy to use.
x.     Print & Digital LayoutDesign: Design andlayout of materials for print (such as magazines, newspapers, and books) aswell as digital versions (e-books, digital magazines) that are visuallycohesive and easy to navigate.
xi.     Menu & Invitation Design:
Design of restaurant menus, eventinvitations, and greeting cards that are visually attractive and functionallyclear, ensuring an enjoyable user experience and cohesive branding.
xii.     Advertising Design:
Creation of digital and printadvertisements tailored to specific target audiences, ensuring a compellingvisual appeal, clear messaging, and strong call to action for better conversionrates.
xiii.    Email Newsletter Design:
 Design ofengaging email templates, layouts, and visuals for newsletters that areoptimized for readability and engagement across different devices, aimed atcustomer retention and information sharing.
xiv.     Event Graphics:
Design of promotional graphics andvisuals for trade shows, exhibitions, and other events, including banners,booth designs, and signage to create an impactful and memorable presence.
xv.     Illustration & Concept Art:
 Creation of custom digital illustrations andcharacter designs, as well as storyboard and concept art for projects such asanimations, games, and advertising campaigns, to bring ideas to life visually.
xvi.    
All theillustrations, designs, sketches, art, drawing, shapes, figures, graphics,visuals, visual-presentations, infographics, fonts, styles, visually appealingor normal texts & fonts, layouts, wireframes, prototypes, pages,blueprints, visual aesthetics, artistic templates, artistic visuals, revisions& concepts, animations, colour pallets, or anything of like nature,  either individually or a combination of them,either digitally or non-digitally, in one or more printable formats or digitalformats, either hardcover or softcover, for various tangible or intangibleproducts, whatever the case may be.
xvii.    
Or any other service, in addition to the onesmentioned above, which may aid or work as a catalyst to the said CreativeDesigning service respectively.

b.     Any of the Service mentionedof Section-10(a)above, and any Service mentioned in the various packages under the brochure orany other relevant piece of advertisement, digitally or non-digitally, of this Service, are allgeneral in nature, and are pre-edited or template-made by the Consultant to the best of the Consultant's efforts and capacity. Therefore, anyerror, relating to clerical, technical, digital, artistic, grammatical, visual,format-wise, digital-format wise, colour-wise, size-wise, or anything of likenature, shall be totally unintentional and without any bias and not a reflectionof the Consultant's incapacity or incapability. It shallbe the duty of the concerned Client to point out such errors, as soon as possible, butstrictly before the completion of this Service. The Consultant shall not be responsible orobligated under any circumstances, to rectify the said mistakes after thecompletion of this Service towards the concerned Client respectively.
c.    
The numberof 'iterations' and the 'duration' which are mentioned in Section-10(a), in the various packages, under whichthe said output for the Client is to be rectified, edited, custom-made, re-designed,etc. by the Consultant for the concerned Client, shall bementioned in the respective Memorandum of Understanding (MoU) respectively. The Consultant shall only be bound and responsiblefor the mentioned 'iterations' and 'duration' only, whatever and whichever isexhausted first.
d.      Some outputsmentioned in Section-10(a) above, may take longer to draft,design, execute, edit, re-design, custom-make, or anything of like nature, dueto their complexity, increased workload, increased research, increased artisticvalue, use of international obligatory visuals, complex combinations of variousartistic elements, complex requirement of the Client itself, or any other reason as the Consultant may deem fit. In such circumstances,the Consultant shall have an unequivocal and anunilateral right to either increase or decrease the said and decided Fee/Service-Amount in the Memorandum of Understanding(MoU), as and when required respectively. The same shall becommunicated to the concerned Client, as soon as possible, before the completionof the said Service, by the Consultant appropriately. In case the Client denies the same, then the Consultant reserves the full right to exercisethe rights under Section-2(e) of Chapter-2 mentioned above.
e.     In case, theClient requires some specific outputsmentioned in Section-10(a) above, outside the decided 'Package'by the Consultant, then the Consultant shall have an unequivocal andunilateral right to decide the said Fee/Service-Amount for each of such requirement. In case the Client denies the same, then the Consultant reserves the full right to exercisethe rights under Section-2(e) of Chapter-2 mentioned above.
f.     All outputs/service-featuresmentioned in Section-10(a), of likenature, coming under the category of 'Creative Designing'' in the common andgeneral logic, parlance and practice, then, as and when the Consultant decides to execute the sameunilaterally, it shall be charged an initial Fee/Service-Amount, which shall be mentioned in the concerned Memorandum of Understanding(MoU) between the Consultant and the Client. In casethe said outputs mentioned in this provision specifically, are  increased due to any reason adhering to theircomplexity, combinations, workload, etc., then the said Client shall be charged extra, as per thedecided Fee/Service-Amount by the Consultant, whichshall be reflected in the final invoice issued to the said Clientrespectively. The said changes may be reflected by the Consultant in between the said Service, before orat the completion of such Service, irrespective of the Fee/Service-Amount mentioned in the concerned Memorandum of Understanding(MoU) respectively.In case of denial of such changes proposed by the Consultant, the Consultant then shall reserve the right toexecute Section-2(e) of Chapter-2 in full, without any conditions respectively.
g.      Any digitalformat(s), mentioned in the 'Packages' in various brochures for this Service, oranywhere else, are just general and presentational in nature. The Consultant is not legally bound to provide eachand every one of them to the concerned Client, and shall be omitted as such. The same omission, if andwhen it happens, shall be communicated to the concerned Client by the Consultant,appropriately, and before the completion of such Service respectively.
h.      'Printing'options, given for some of the Services under this specific Service of'Creative Designing', are subject to various tactors, like quantity, quality,complexity, bulkiness, size, etc., or anything else, which shall becommunicated to the Client at the time of such request made by the Client to the Consultant. The said'request' may be entertained either before, during or even after the said Service is completed in full. The 'Fee/Service-Amount' for the same shall be decided andcharged as per the Consultant's will, without any conditions andhindrance. Please note, that such 'Fee/Service-Amount' for the 'printing' option, may be increasedduring or after the completion of such Service, adhering to any unforeseen reasons,features, circumstances, etc. or anything of like nature, best known to the Consultant, whichshall be communicated to the concerned Client at an appropriate time, as and when the Consultant may deem fit. The concerned Client shall not deny the said increase 'Fee/Service-Amount', AND incase he/she/they (the Client) denies the same, then the Consultant reserves the full right to exercisethe rights under Section-2(e) of Chapter-2 mentioned above.
i.     'Concept'shall mean 'a concept per product/drawing/sketch/anything of like nature',unless mentioned otherwise.
j.       'Revision'shall mean a single revision for such a single product/drawing/sketch/anythingof like nature', unless mentioned otherwise.
k.       The Consultant shall have the right to decide themedium through which they decide to deliver, design, store, and maintain thesaid service-features mentioned in Section-10(a) above, unless both the Client and the Consultant decide otherwise.
l.      This said Section is subject to the provisions of thisdocument named Terms & Conditions, especially Section-1 to Section-6 of Chapter-2, the provisions of the 'Vendor Agreement' (different document, if read by the Vendor), their respective MoUs (as and when applicable), AND all otherrelevant agreements, policies, contracts, legal documents provided by the Consultant, as and when applicable.

11.    Specific Provisions forthe Services Known as ‘Business Marketing’

a.     Scope of Service: The Consultant agrees to offer the general ‘Business Marketing’ Service, which mayinclude, but are not limited to:

i.     Business Marketing:

1.    StrategicMarketing Consultancy
2.    MarketResearch and Analysis
3.    BrandDevelopment and Positioning
4.    CompetitiveBenchmarking
5.    Go-To-Market(GTM) Strategy
6.    ProductLaunch Marketing
7.    CustomerRelationship Management (CRM) Strategy
8.    MarketingFunnel Design and Optimization
9.    B2Band B2C Marketing Solutions
10.  IntegratedMarketing Campaigns

ii.     Traditional Marketing:

1.    PrintAdvertising (Newspapers, Magazines, Flyers, Brochures)
2.    OutdoorAdvertising (Hoardings, Banners, Posters, Signboards)
3.    RadioMarketing and Jingles
4.    TelevisionCommercials (TVCs)
5.    DirectMail and Postcard Marketing
6.    TradeShows and Exhibitions
7.    EventSponsorships and Activation
8.    Telemarketingand Cold Calling
9.    Door-to-DoorMarketing
10.  VehicleBranding and Transit Advertising

iii.     Non-Traditional Marketing:

1.    GuerrillaMarketing Campaigns
2.    ExperientialMarketing
3.    StreetMarketing and Flash Mobs
4.    ViralMarketing Initiatives
5.    InfluencerCollaboration (Offline)
6.    BrandedMerchandise Distribution
7.    PRStunts and Ambush Marketing
8.    Word-of-MouthStrategy
9.    CampusMarketing and Youth Outreach
10.  SensoryBranding (smell, sound, touch marketing)

iv.     Social Media Marketing (SMM):

1.    SocialMedia Strategy Development
2.    AccountSetup and Optimization (Instagram, Facebook, LinkedIn, X, YouTube, Pinterest,Snapchat, Threads)
3.    SocialMedia Calendar Planning
4.    ContentCreation and Scheduling
5.    OrganicGrowth and Engagement Management
6.    Pageand Community Management
7.    PaidCampaign Setup and Optimization
8.    Influencer& Affiliate Marketing via Social Platforms
9.    Analytics,Reporting, and Data Tracking
10.  CompetitorMonitoring & Social Listening
11.  HashtagStrategy and Trend Mapping
12.  SocialMedia Crisis Management

v.     Meta Ads Marketing (Facebook & Instagram Ads)

1.    MetaBusiness Suite Setup
2.    AdAccount Management and Optimization
3.    TargetAudience Research and A/B Testing
4.    AdCreative Development (Graphics + Copywriting)
5.  Campaign Types: Awareness Campaigns; EngagementCampaigns; Traffic Campaigns; Lead Generation Campaigns; Conversion and SalesCampaigns; Retargeting and Remarketing Campaigns, etc.
6.     Pixel and Events Integration
7.     Lookalike Audience Creation
8.     ROI and ROAS Analysis
9.     Ad Budget Allocation and Scaling

vi.     Other Marketing Types:

1.     Email Marketing: Email Strategy Development; Copywriting and TemplateDesign; Drip Campaigns and Newsletters; A/B Testing and List Segmentation;Campaign Performance Reporting
2.     Search Engine Marketing (SEM): Google Ads (Search, Display, Video, Shopping); BingAds; Campaign Structuring and Budget Planning; Keyword Research and CompetitorAnalysis; PPC Strategy and Optimization
3.     Search Engine Optimization (SEO): On-Page SEO; Off-Page SEO; Technical SEO; Local SEO;Keyword Research and Ranking Strategy; SEO Audits and Analytics
4.     Influencer & Affiliate Marketing: Influencer Identification and Outreach; ContractNegotiation and Coordination; Campaign Management and Tracking; AffiliateProgram Design; Performance-Based Commission Planning
5.     Content Marketing: Blogging and Article Creation; Whitepapers andE-books; Case Studies; Newsletter Strategy; Content Strategy and Roadmap;Content Calendar Development
6.     Video Marketing: Video Ads; Explainer Videos; Product Demo Videos;Testimonial Videos; Webinar Production and Promotion
7.     WhatsApp & SMS Marketing: WhatsApp Broadcast Campaigns: Business APIIntegration; SMS Campaign Design and Scheduling; Lead Nurturing via Messaging

vii.     Graphic Designing:

1.     Social Media Post Designing (Static, Carousels,Story Designs)
2.     Poster and Banner Designing
3.     Brochures, Flyers, and Catalogue Designs
4.     Logo and Brand Identity Designing
5.     Business Card and Stationery Design
6.     Ad Creatives for Print and Digital Media
7.     Infographics and Visual Data Presentation
8.     Packaging and Label Design
9.     UI/UX Mock-Ups for Landing Pages and Apps
10.   Reels and Thumbnail Graphic Design11.   Event Collaterals and Merchandise Design

viii.     Videography & Photography:

1.     Event Photography and Videography
2.     Product Photography (E-commerce & Catalogue)
3.     Corporate Films and Brand Stories
4.     Behind-the-Scenes (BTS) Shoots
5.     Green Screen & Studio Shoots
6.     Fashion & Editorial Shoots
7.     Drone Shoots & Aerial Videography
8.     Short-form Video Shoots (Reels, Shorts, etc.)
9.     Cinematic B-Roll Recording

ix.     Video Editing and Motion Graphics:

1.     Reels/Shorts Editing (with SFX & Music)
2.     Promotional and Ad Video Editing
3.     Explainer Video Animation (2D/3D)
4.     Typography and Animated Titles
5.     Green Screen Keying and Compositing
6.     VFX and Transitions
7.     Subtitling and Voice Dubbing
8.     Colour Correction and Grading
9.     Video Optimization for Platforms (Meta, YouTube,etc.)

x.     Or any otherservice, in addition to the ones mentioned above, which may aid or work as acatalyst to the said Business Marketing service respectively.

b.     Any of the Service mentioned of Section-11(a) above, andany Service mentioned in the various packagesunder the brochure or any other relevant piece of advertisement, digitally ornon-digitally, of this Service, are all general in nature, and arepre-edited or template-made by the Consultant to the best of the Consultant's efforts and capacity. Therefore, anyerror, relating to clerical, technical, digital, artistic, grammatical, visual,format-wise, digital-format wise, colour-wise, size-wise, or anything of likenature, shall be totally unintentional and without any bias and not areflection of the Consultant's incapacity or incapability. It shallbe the duty of the concerned Client to point out such errors, as soon as possible, butstrictly before the completion of this Service. The Consultant shall not be responsible or obligatedunder any circumstances, to rectify the said mistakes after the completion ofthis Service towards the concerned Client respectively.
c.     Some outputs/servicesmentioned in Section-11(a) above, may take longer to draft,design, execute, edit, re-design, custom-make, produce, or anything of likenature, due to their complexity, increased workload, increased research,increased artistic value, use of international obligatory visuals, complexcombinations of various artistic elements, complex requirement of the Client itself, heavy reliance on modern tech,non-availability of required space, complex strategizing of schemes, or anyother reason as theConsultant may deem fit. In such circumstances, the Consultant shall have an unequivocal and anunilateral right to either increase or decrease the said and decided Fee/Service-Amount in the Memorandum of Understanding(MoU), as and when required respectively. The same shall becommunicated to the concerned Client, as soon as possible, before the completion of the said Service, by the Consultant appropriately. In case the Client denies the same, then the Consultant reserves the full right to exercisethe rights under Section-2(e) of Chapter-2 mentioned above.
d.      In case, theClient requires some specific but differentoutputs for the services mentioned in Section-11(a) above, outside the decided 'Package' orgeneral ‘brochure’ provided by the Consultant, then the Consultant shall have an unequivocal and unilateralright to decide the said Fee/Service-Amount for each of such requirement. In case the Client denies the same, then the Consultant reserves the full right to exercisethe rights under Section-2(e) of Chapter-2 mentioned above.
e.     All outputs/service-featuresmentioned in Section-11(a), of likenature, coming under the category of ‘Business Marketing’ in the common andgeneral logic, parlance and practice, then, as and when the Consultant decides to execute the sameunilaterally, it shall be charged an initial Fee/Service-Amount, which shall be mentioned in the concerned Memorandum of Understanding(MoU) between the Consultant and the Client. In case thesaid outputs mentioned in this provision specifically, are  increased due to any reason adhering to theircomplexity, combinations, workload, etc., then the said Client shall be charged extra, as per thedecided Fee/Service-Amount by the Consultant, which shallbe reflected in the final invoice issued to the said Client respectively. The said changes may bereflected by the Consultant in between the said Service, before or atthe completion of such Service, irrespective of the Fee/Service-Amount mentioned in the concerned Memorandum of Understanding(MoU) respectively.In case of denial of such changes proposed by the Consultant, the Consultant then shall reserve the right toexecute Section-2(e) of Chapter-2 in full, without any conditions respectively.
f.     Any digitalformat(s), mentioned in the 'Packages' or just generally mentioned in variousbrochures for this Service, or anywhereelse, are just general and presentational in nature. The Consultant is not legally bound to provide eachand every one of them to the concerned Client, and shall be omitted as such. The same omission, if andwhen it happens, shall be communicated to the concerned Client by the Consultant, appropriately,and before the completion of such Service respectively.
g.      'Printing'options (if any), given for some of the services under this specific Service of‘Business Marketing’, are subject to various tactors, like quantity, quality,complexity, bulkiness, size, etc., or anything else, which shall becommunicated to the Client at the time of such request made by the Client to the Consultant. The said'request' may be entertained either before, during or even after the said Service is completed in full. The 'Fee/Service-Amount' for the same shall be decided andcharged as per the Consultant's will, without any conditions andhindrance. Please note, that such 'Fee/Service-Amount' for the 'printing' option (if any),may be increased during or after the completion of such Service, adhering toany unforeseen reasons, features, circumstances, etc. or anything of likenature, best known to the Consultant, which shall be communicated to the concerned Client at an appropriate time, as and whenthe Consultant may deem fit. The concerned Client shall not deny the said increased 'Fee/Service-Amount', AND incase he/she/they (the Client) denies the same, then the Consultant reserves the full right to exercisethe rights under Section-2(e) of Chapter-2 mentioned above.
h.      'Concept',‘trial’, ‘mock-up’ shall mean 'a concept/trial/mock-up perproduct/drawing/sketch/service/sub-service/anything of like nature', unlessmentioned otherwise.
i.     'Revision'shall mean a single revision for such a single ‘product/drawing/sketch/service/sub-service/anythingof like nature', unless mentioned otherwise.
j.       The Consultant shall have the right to decide themedium through which they decide to deliver, design, store, produce, execute, andmaintain the said service-features mentioned in Section-11(a) above, unless both the Client and the Consultant decide otherwise.
k.       Clear Engagement with theConsultant: The Client shall provide clear briefs, timelines, goals,and necessary approvals for the service-feature they are opting from the listmentioned in Section-11(a) above. Adhering to the same, theConsultant will then provide the said Service using reasonable care, skill, andprofessionalism. Naturally, as mentioned previously in detail, plus, for moreclarity, any additional services beyond the agreed scope (Section-11(a))  shall incur additional charges, and the saiddecision of ‘additional service’ shall only be exercised by the Consultantunilaterally, without any conditions, and shall be communicated to theconcerned Client timely, without any objection.Moreover. the Consultant reserves the full right to accept orreject any project/Service request at its sole discretion. This‘rejection’ may be exercised in between such accepted project/Service if the Consultant is unable to execute the said project/Service any further, in which case, the‘Termination’ clause of the Terms & Conditions of Chapter-1 shall apply in full.
l.      Project/Service Timeline(s): Project/Service timelines are indicative and may varydue to dependencies on Client feedback, approvals, third-party delays, or forcemajeure. Any delay in response, content provision, or approval from the Client’s side shall proportionally extend the Consultant’s delivery deadline. This shall alsoinclude such delays which are not under the control of the Consultant at all.
m.       Revisions, Edits, Re-Edits,etc.: Each service-feature/sub-service mentioned in Section-11(a) above, shall include a 1 rounds ofrevisions/edits/re-edits, etc. from the Consultant’s side, unless otherwise agreed in writing.Such revisions/edits/re-edits, etc. requested outside of the agreed number shallbe charged separately. The said timelines of such revisions/edits/re-edits,etc., as requested by the Client, shall affect original project/Service delivery from the Consultant’s side. In such cases, it is the duty ofthe said concerned Client to be accommodative of such prolongedduration, and the same prolonged-timeline shall be communicated to the said Client by the Consultant respectively.
n.    Disclaimer: The Consultant does not guarantee specific results(e.g., sales, engagement, rankings), as marketing outcomes are subject tomultiple external factors. The Consultant shall not be liable for losses incurred due tothird-party platforms (e.g., Meta, Google Ads, Hosting Providers, etc.). The Consultant shall not liable for business losses,loss of reputation, or indirect or consequential damages, merely by theexecution of any service under the category of ‘Business Marketing’. Anystatement made by the Consultant to advertise or sell this Service, which may beinferred or interpreted by any individual or any Client as a ‘guarantee’ shall NOT be as such,as the Consultant is clearly declaring here of no suchguarantee(s) of any kind shall ever be made, is being made, or will ever bemade in the future from the Consultant’s side. Any Client using this Service shall agree to this provision in full.
o.     This said Section is subject to the provisions of thisdocument named Terms & Conditions, especially Section-1 to Section-6 of Chapter-2, the provisions of the 'Vendor Agreement' (different document, if read by the Vendor), their respective MoUs (as and when applicable), AND all other relevantagreements, policies, contracts, legal documents provided by the Consultant, as and when applicable.

12.    Changes to ThisChapter-2

a.     The Consultant may update this Chapter-2 named ‘Specific Terms &Conditions For Each Service Provided by the Consultant’ periodicallyor at an appropriate interval. The same shall be  notified to the concerned Client/Vendor of any material changes by:

i.     Posting thenew policy on the Consultant's website; or
ii.    
Sending anemail notification specifically; or
iii.    
Displaying aprominent notice on the Consultant's Website; or
iv.    
Through andby any other means which the Consultant deems fit and is legal.

13.    Contact Us

a.     If any Client/Vendor has an enquiry or a complaint aboutthe way the Consultant handles this Chapter-2 regarding ‘Specific Terms & Conditions For Each Service Providedby the Consultant’,orto seek any clarification for the same, then they can simply communicate the Consultant citing the same. The same shall bereplied to the concerned Client/Vendor within a reasonable time, at the total discretion of the Consultant. The informationfor such communication is as follows:

i.     EmailAddress: support@vilasaniventures.com OR info@vilasaniventures.com
ii.    
PostalAddress: Unit - 542, 5th Floor, Tower A2, SPAZE ITECH PARK, Badshahpur Sohna RdHwy, Sector 49, Gurugram, Haryana 122018

Last Updated on 14th May 2025.

These ‘Client Policy For All The Services Provided By The Consultant’ inthis Chapter-3, describes the precise terms and conditions for each of theService provided by the Consultant, specifically for the Client(s). Variousterms/definitions used in this Chapter, are to be taken from Section-1 ofChapter-1 of this document, named ‘Definitions’. This whole Chapter-3 issubject to the Chapter-1 & Chapter-2 of this document, and all otherpolicies, agreements, contracts, guidelines, rules, etc. or any otherdocumentation provided by the Consultant respectively.

1.    Purpose

a.     The purpose of this Client Policy isto outline the understanding between the Client and the Consultant ONLY, regarding the provision(s) of Services given or provided by the Consultant tothe Client respectively. No other servicesshall be deemed to be included in this ClientPolicy by the Client in his/her/their own persona,intention, will, capacity or anything otherwise of such nature, withoutexplicit permission, meeting and acceptance of and by the Consultant respectively.

2.   Recitals

a.     WHEREAS, the Consultant is engaged in providing various consultancyservices in their own capacity and network, this Client Policy is concerned with providing thebasis/fundamentals to the MoU andgoverns the said MoU mandatorily, which shall be signed between the Client and Consultant,before any Service is provided/given to the Client bythe Consultant.
b.     WHEREAS, the said ClientPolicy also mandatorily applies in full for those Clients in those conditions where any partialor whole Fee/Service-Amount istransferred to the Consultant before the signing of any Memorandum of Understanding (MoU) betweenthe said Client andthe Consultant respectively.  Meaning hereby, that the mere transfer of anypartial or whole amount of Fee/Service-Amount by the Client to the Consultant, shall mean the automatic & prima-facie acceptance of this Terms & Conditionsmentioned in Chapter-1, Client Policy, T&C’s mentionedin Chapter-2 andall other relevant agreements, contracts, policies etc. provided by the Consultant as if the said concerned Client has signed the MoU respectively.
c.      WHEREAS, the Client may be a person, entity, establishment, agency,company, partnership, LLP, proprietor, individual, or anyone else of likenature or beyond the scope of this statement, who might be in need or requirementof the Services which are given/provided by the Consultant respectively.Hereinafter, such ‘Services given/provided by the Consultant’’ shall be collectively referred to as, the “Service(s)”
d.    
A ‘Fee/Service-Amount’ shall mean a payment in monetary and quantifiableterms, made to the Consultant by the Client, for the Servicerendered by the Consultant to the Client,as mentioned in the concerned MoU respectively.
e.     A ‘MoU’ shall mean a binding document, signed andaccepted by and between the Client and the Consultantfor every Service/Project given or provided to the Client bythe Consultant respectively.
f.      Any other definition or interpretation of anyword in this Chapter-3 shall be taken from the section of ‘Definitions’ mentionedin Chapter-1of this document.
g.      This ‘ClientPolicy’ of the concerned Servicesprovided by the Consultant, shallcompulsorily and mandatorily follow, and shall be legally bound by the ‘Terms & Conditionsmentioned in Chapter-1’, ‘Privacy Policy’ (different document), ‘Refund Policy’ (differentdocument), the ‘Terms & Conditions of the Allthe Services mentioned in Chapter-2, ANDall the other relevant policies, agreements, contracts, guidelines, procedures,rules, etc., provided by the Consultant. The Client hereby agrees and accepts the said provision infull, without any conditions.
h.     NOW, THEREFORE, in consideration of themutual covenants and promises herein contained, the Parties(the Consultant and the Client) agreeas follows

3. Nature of Services

a.     The Consultant shall provide all the Services which may be:

i.     In the Consultant's prospectus OR,
ii.    
In the Consultant's power to execute, OR,
iii.    
What the Consultant decides to provide as per their own wish andcapacity OR,
iv.  
Whatever Service the Consultant have mentioned/provided/declared in the publicarena or the concerned Governmental authorities OR, 
v.    
Whatever Service the Consultant may choose for the time being OR,
vi.    
Any other Service of such nature, in addition to the ones mentionedabove,

b.     Such Servicescan be fully altered, corrected, changed, amended, omitted, added, subtracted,or anything of like nature, by the Consultant without any prior notice, conditions, orliability, either to the public or any Client whatsoever. Please note that any changes made tothe Service(s) already promised and signed in the concerned MoU between the Clientand the Consultant, shall only beaccepted as such, when they are wholly communicated by the Consultant to the concerned Client AND after the acceptance of the said Client respectively.
c.     The Consultant may agree to deliver the said Services inaccordance with the specifications or requirements or industry standards, asand when required and communicated by the Client to the Consultant,which may be updated from time to time by mutual agreement of both parties.
d.      A Service of any nature executed from and by the Consultant towardsthe Clientin and under any capacity shall be legally and professionally bindingwhen a concerned MoU for the same issigned between the Consultant and ClientOR when the partial or whole payment of the said Fee/Service-Amount is made to the Consultant by the concerned Client before the signing of such MoU respectively.Any other actions/executions/discussion shall NOT compel the Consultant tobe put under any legal or professional obligations towards the Client orany individual under any circumstances or at any time. Such'actions/executions/discussion' may mean, but is not limited to, the following:

i.     Any sharing of information (digital ornon-digital) between a potential Clientor a Client or any individual and theConsultant.
ii.    
Any casual or formal discussion between apotential Client or a Clients or any individual and the Consultant.
iii.    
Any sharing of information (digital ornon-digital) or any casual or formal discussion/conversation between any two ormore potential Clients or Clients or any individual(s).
iv.    
Any sharing of information (digital ornon-digital) or any casual or formal discussion/conversation between anypotential Client or Clients orany individual and the Consultant.
v.    
Any sharing of information (digital ornon-digital) or any casual or formal discussion/conversation between anypotential Client or Clients orany individual and the Vendor(s) whoare under the Consultant's legally binding relationship.
vi.     Or any other circumstance or situation as andwhen the Consultant deems it fit to call it so.

e.     Any Services beyond the agreed scope, or beyond of what ismentioned here in these clauses, shall require a separate written agreement,only by the acceptance and permission of the Consultant only.

4.     Scope and Exclusivity of Services Rendered

a.     Definitive Agreement ofServices: The Consultant and the Client acknowledge and agree thatthe scope, nature, extent, and limitations of all services to be rendered bythe Consultant shall be strictly governed and confined to the terms,conditions, and service descriptions explicitly enumerated in the executed andmutually signed Memorandum of Understanding (MoU) entered into between theparties. The said MoU shall serve as the sole, exclusive, and binding referencedocument delineating the Consultant's professional obligations anddeliverables, and no interpretation of this Client Policy or any otherancillary communication shall expand, modify, or otherwise alter such scope.
b.     No Implied or Assumed Services:The Consultant shall not be obligated, either explicitly, implicitly,constructively, or otherwise, to provide any services, deliverables,recommendations, tasks, support, consultations, or interventions that are notexplicitly and specifically included in the aforementioned MoU. Any requests,expectations, or assumptions made by the Client outside the four corners of theMoU, whether made verbally, informally, or through ancillary writtencorrespondence such as emails, messages, or verbal discussions, shall notconstitute a binding obligation upon the Consultant, unless and until the sameare formally reduced to writing, agreed upon by both parties, and incorporatedthrough a duly signed written amendment or addendum to the existing MoU.
c.      No Expansion Without WrittenAmendment: Any modification, extension, or augmentation of theservices outlined in the MoU must be mutually agreed upon in writing by boththe Consultant and the Client. Such agreement must be duly signed by authorizedrepresentatives of both parties and affixed to the original MoU or attached asan independent addendum. Until such time as a written and signed modificationis executed, the Consultant shall remain under no obligation to entertain orundertake any additional services, notwithstanding the nature, urgency, orrelevance of such services to the Client's interests or objectives. EXCEPTION: When the concerned Client transfersthe said Fee/Service-Amount, partial or whole, to the Consultant, before thesigning of the said MoU or even before the initiation of the said MoU, even ifit is signed.
d.     Definitive Agreement ofServices: The Consultant and the Client acknowledge and agree thatthe scope, nature, extent, and limitations of all services to be rendered bythe Consultant shall be strictly governed and confined to the terms,conditions, and service descriptions explicitly enumerated in the executed andmutually signed Memorandum of Understanding (MoU) entered into between theparties. The said MoU shall serve as the sole, exclusive, and binding referencedocument delineating the Consultant's professional obligations and deliverables,and no interpretation of this Client Policy or any other ancillarycommunication shall expand, modify, or otherwise alter such scope.
e.     Protection Against Scope Creepand Overreach: This provision shall operate as a safeguard against anyform of "scope creep," overreach, or unilateral expansion ofdeliverables by the Client. The Consultant reserves the unequivocal right toreject, decline, or otherwise not entertain any requests that fall outside theprecise scope agreed upon in the MoU, without such rejection being construed asa breach of contract, negligence, or failure to perform. The Consultant shallnot be liable for any perceived or actual damages, delays, losses, or adverseconsequences arising from the non-performance of services not contractuallyagreed upon.
f.      Supremacy of the MoU: In the eventof any discrepancy, ambiguity, or conflict between the terms of this ClientPolicy and the signed MoU, regarding the scope of 'services to be given by theConsultant to the Client' ONLY, the provisions of the MoU shall prevail. TheMoU shall be treated as the superior governing instrument, and allinterpretations, enforcement, and dispute resolution shall be conducted inalignment with the letter and spirit of the MoU, this Client Policy in Chapter-3, Terms &Conditions of the Consultant in Chapter-1, Terms & Conditions of all the Services provided bythe Consultant in Chapter-2, or any otherlegally binding documents, policy, guidelines, etc. which shall be legallyprovided by the Consultant and be legally binding on the said Clientrespectively. EXCEPTION: This supremacy of the MoU may not apply in cases wherethe concerned Client transfers the said Fee/Service-Amount, partial or whole,to the Consultant, before the signing of the said MoU or even before theinitiation of the said MoU, even if it is signed. In such cases, commonunderstanding between the Consultant and the said Client, common communicationand correspondence between the same, and all other mutual understandingsbetween the same, all in good faith shall apply. Furthermore, both theConsultant and the said Client, in this case, shall try their level best toultimately reach to a mutually decided Agreement/Contract, which may be knownas MoU.

5.     Deemed Acceptance and Acknowledgement of Consultant's Terms, Policies,and Legal Instruments

a.     Automatic and UnconditionalAcceptance of Associated Legal Instruments: By executing theMemorandum of Understanding (MoU) with the Consultant, the Client herebyirrevocably and unconditionally acknowledges, affirms, and agrees that allapplicable and associated legally binding documents, including but not limitedto, the Consultant's Client Policy in Chapter –3, general Terms and Conditions(T&C) of the Consultant in Chapter-1, Specific Terms and Conditions related to thisservice availed mentioned in Chapter-2, operational guidelines, procedural frameworks,compliance directives, professional standards, and any supplementary policies,disclaimers, or written communications issued or adopted by the Consultant,were duly and automatically accepted in full, without modification,reservation, or conditionality, as of the effective date of such MoU OR whenthe said Client transfers the Fee/Service-Amount, in partial or in full, to theConsultant, before the signing of the said MoU.
b.     Binding Nature as Incorporatedby Reference in the MoU: The Clientexpressly agrees and understands that the aforementioned legal instruments,irrespective of whether physically annexed to the MoU or accessed via digitalor other means (including hyperlinks, annexures, written communications, orofficial platforms of the Consultant), were expressly incorporated by referenceinto the MoU. As such, they shall carry the same legal force, authority, andbinding effect as if they were recited in full within the body of the MoU. TheMoU, as signed, contains a clear and unequivocal clause notifying the Client ofthis incorporation by reference, and the Client, by signing, has therebyconfirmed due awareness and consent thereto.
c.      Client's Sole Responsibility toReview Prior to Execution: It is explicitlyplaced on record that it is the sole responsibility, duty, and obligation ofthe Client, not that of the Consultant, to independently read, review, inspect,examine, verify, comprehend, and, if deemed necessary, seek professional adviceon their own accord, on all such legal documents, policies, and guidelines thatwere made available or referred to by the Consultant prior to, orcontemporaneously with, the signing of the MoU. The Consultant bears noliability whatsoever for any failure or omission on the part of the Client toreview or understand the same.
d.     No Valid Defence on Grounds ofNon-Presentation or Non-Disclosure: TheClient expressly waives any future right, claim, or defence alleging that suchdocuments were not physically provided, read aloud, explained, discussed inperson, or otherwise 'presented' by the Consultant at the time of signing theMoU. The Consultant is under no obligation, contractual or otherwise, toprovide physical copies, in-person briefings, or guided reviews of suchdocuments unless explicitly agreed upon in writing. The legal effect of theClient's signature on the MoU OR transfer of Fee/Service-Amount to theConsultant before such signing of the MoU, shall be construed as full,informed, and voluntary acceptance of the Consultant's complete legal frameworkas referenced therein.
e.     Estoppel and Preclusion fromContesting Binding Nature: By reason of theexecution of the MoU OR transfer of Fee/Service-Amount to the Consultant beforesuch signing of the MoU, and the confirmation of this clause within the ClientPolicy, the Client shall be estopped in law and in equity from contesting,disputing, or denying the binding nature, applicability, enforceability, orincorporation of any of the Consultant's referenced legal instruments. No claimof oversight, ignorance, mistake, non-disclosure, or lack of awareness shall beentertained or construed as a mitigating or exculpatory factor to diminish ornegate the Client's legal obligations arising therefrom.
f.      Conclusive Proof of Agreement: The signed MoU, along with this Client Policy and the Consultant'sassociated terms, policies, and instruments, shall together constituteconclusive proof that the Client has willingly and voluntarily entered into alegally binding contractual relationship, having accepted all relevant termsand conditions as they stood at the time of execution. The Consultant shallhave no burden to provide additional confirmation, beyond the signed MoU ORproof of transfer of Fee/Service-Amount to the Consultant from Client, andassociated references, to establish such acceptance.

6. Duration of This Client Policy

a.     This Client Policy shall commence whenever aMoU is signed between the Client and the Consultant OR when the concernedClient transfers the Fee/Service-Amount, in partial or in full, to theConsultant before the signing of the said MoU, and shall remain in effect untilthe MoU's termination or completion, unless the MoU is terminated earlier byeither party (Client or Consultant) in accordance with the terms of this ClientPolicy AND that too, with the explicit permission and acceptance of theConsultant only.
b.     If the decided and accepted durationmentioned in the MoU, is exceeded beyond the said decided and accepted limit,then the Consultant shall not be held responsible for any kind of monetarypenalty, compensation, etc. or anything of like nature, under any capacity,towards the Client or anyone else respectively.
c.      In addition to Clause-(6)(b) above, alternatively, If the decided and acceptedduration mentioned in the said MoU is exceeded beyond its limit/duration, thenthe Consultant and the Client, if need be, shall amend the said MoU or draft anew MoU, whatever the case may be, only by the acceptance and permission of theConsultant only.
d.     If any partial or whole of changes,omissions, alterations, amendments, etc. as per the requirement, need,compulsion, etc. of both the parties, that is, Client and Consultant, in and ofthe Client Policy or the MoU, is required by either of the party, then it shallonly be done by the explicit permission, meeting and acceptance of theConsultant respectively.

7. Responsibilitiesof the Parties

a.    Thef ollowing responsibilities mentioned below are mandatory in nature, and are to be followed in full, without any exception. These are Client's Responsibilities:

i.     Provision of Necessary Information: TheClient agrees to provide all necessary data, documents, and information in atimely manner to ensure the successful execution of the Client Policy and theMoU, including specifying the types of information (e.g., technical, financial,operational), and ensuring that the information is accurate, complete, andup-to-date.
ii.    
Access to Resources and Facilities: TheClient agrees to grant the Consultant access to necessary facilities, tools,equipment, or software required for fulfilling the terms of the Client Policyand the MoU, if and when required. If applicable, it shall also include anyaccess to premises, servers, or databases. Any required personnel (e.g., staff,experts, etc.) shall be made available as and when required. 
iii.    
Cooperation and Communication: The Clientagrees to actively cooperate with the Consultant in good faith throughout theduration of the Client Policy and the MoU. The Client will provide timelyfeedback, approvals, or other responses needed by the Consultant to proceedwith their work, as and when required. The Client shall designate primarypoints of contact for communication between both parties (Client andConsultant) to streamline the process, to the best of their effort andcapacity, as and when required.
iv.     Compliance with Legal and RegulatoryRequirements: The Client shall be responsible for ensuring that all activities related to the ClientPolicy and the MoU shall comply with relevant local, state, and Central laws,including any industry-specific regulations, or obtaining of any necessarylicenses, permits, or consents that are required for the project/service. TheConsultant shall not be responsible in any capacity in case the Client does notor fails to comply with any required laws, etc. as mentioned in this pointrespectively.
v.    
Timely Delivery of Inputs: The Client isresponsible for delivering any Service/Project inputs (e.g., raw data, files,or deliverables, documents) within the agreed-upon timelines to avoidService/Project executing delays. The Consultant shall not be held responsiblein any capacity in case the Client does not or fails to deliver the said inputas mentioned in this point respectively.
vi.    
Intellectual Property Considerations: TheClient shall be responsible for ensuring that any intellectual propertyprovided by and to the Consultant (such as software, designs, or other relatedassets, digital files, etc.), if and when required by the Consultant, is freefrom any encumbrances or third-party claims.
vii.    
Confidentiality and Data Protection: If thesaid MoU involves sensitive data through the execution of any mentioned Serviceherein, then the Client shall be responsible for ensuring compliance withconfidentiality clauses, including securing any proprietary or confidentialinformation shared with the Consultant respectively. If there is any breachunder this clause by the Client, then the Consultant shall not be responsiblefor the same.
viii.    
Miscellaneous:The Client shall agree to the following:

1.    Provideaid to the Services mentioned in the MoU in a professional and timely manner,as and when required by the Consultant.
2.    Provideregular progress reports to the Consultant.
3.    Maintainconfidentiality regarding the Consultant's proprietary and sensitiveinformation, if any.
4.    Ensurethat any digital or non-digital assets they provide to the Consultant, complywith all relevant laws, regulations, and best practices, including dataprotection laws.
5.    Promptlynotify the Consultant of any delays, issues, or challenges that may affect thetimely completion of the Services.
6.    Ensurethat all information delivered to the Consultant is original and free from anyclaims of intellectual property infringement.

b.     Consultant's Responsibilities:

i.     Deliverables: The Consultant will honour, tothe best of their capacity, the said decided Services, clauses, etc. mentionedin this Client Policy and the MoU.
ii.    
Time and Resource Commitment: The Consultantagrees to provide a specified amount of time or resources (e.g., hours,personnel, or equipment) to aid the Client for the said decided Service,  as outlined in this Client Policy and theMoU, to the best of their capacity.
iii.    
Communication and Reporting: The Consultantagrees to maintain open and ongoing communication with the Client throughoutthe engagement of this Client Policy and the MoU, and may provide regularupdates, progress reports, or status meetings, as and when  needed, to the Client.
iv.    
Compliance with Laws and Regulations: TheConsultant will follow the applicable local, state, or Central laws,regulations, and industry standards, to the best of their efforts and capacity,while honouring this Client Policy and the MoU. This may include, but is notlimited to, any licensing requirements, safety protocols, environmentalstandards, and intellectual property laws.
v.     Confidentiality and Data Security: TheConsultant agrees to maintain confidentiality regarding any proprietary,confidential, or sensitive information provided by the Client during the courseof the MoU.

8.     Confidentiality

a.     Confidential Information includes anynon-public, proprietary, or any sensitive information provided by theConsultant to the Client, whether disclosed in writing, orally, electronically,or otherwise.
b.     Obligations of the Client: The Client agreesnot to disclose, publish, or otherwise make available any ConfidentialInformation to any third party without the prior written consent of theConsultant, at all times.
c.      Duration of Confidentiality Obligations bythe Client: The Client agrees to the obligation of maintaining theconfidentiality of the information provided by the Consultant inevitably,irrespective of the duration mentioned before.
d.     Ownership of the Confidential Information:The Confidential Information provided by the Consultant to the Client, if any,shall remain the exclusive property of the Consultant only. The Client shallacknowledge that they have no right, title, or interest in any of theConfidential Information, AND the Consultant shall reserve the right(s) towithhold any of the said Confidential information given/provided by and of theClient, until a full and final decided Fee/Service-Amount  as mentioned in the MoU is completed/paid infull by the Client to the Consultant respectively.
e.     Obligations of the Client to Not Use AnyConfidential Information for their Own Personal or Commercial Use or for AnyoneElse: The Client shall agree NOT to use any assets, files, information,credentials, ideas, algorithm, legal information, either tangible orintangible, or anything of like nature, which might be provided/given by theConsultant, for their own personal or commercial use, in any way or mediumpossible, either directly or indirectly, inevitably, even after the terminationof this Client Policy or the concerned MoU, irrespective of the durationmentioned before.
f.      Usage of Client's Work to Use as Portfolio bythe Consultant: The Client shall agree to grant the Consultant, anon-exclusive, worldwide, royalty-free license to use, reproduce, modify, anddistribute the final work or Service or the final product, whatever the casemay be, as part of its business operations, in the form of Consultant's'Portfolio' in perpetuity and unconditionally, irrespective of the durationmentioned before.

9.     Non-Disclosure Policy

a.     The Client acknowledges and agrees that allpayment terms, including but not limited to the amount, Fee/Service-Amount asdecided under this Client Policy and the MoU, schedule, and any other financialarrangements between the Consultant and the Client, are strictly confidential.The Client shall not, under any circumstances, disclose or communicate thedetails of the payments or the financial terms of this Client Policy and theMoU to any third party, without the prior written consent of the Consultant only.
b.     Prohibition on Sharing Payment Information:The Client agrees not to share or discuss the financial terms of this ClientPolicy and the MoU, including the agreed-upon fees, Fee/Service-Amount,compensation structure, or any related payment information with any otherclients, contractors, potential clients, or outside parties, whether inwriting, orally, or through any other medium.
c.      Prohibition on Sharing Any Information: TheClient agrees not to share or discuss any information regarding theService/Project provided to them by the Consultant, as per the MoU and thisClient Policy, to any third party or any person or to any living entityinevitably, irrespective of the duration mentioned before, which shall include,but is not limited to, names, addresses, financial information, Governmentalidentification, etc. or anything of like nature respectively.
d.     Prohibition on Reaching Out to anyConsultant's Client(s) or Vendor(s) Directly or Indirectly: The Client agreesnot to reach out, either directly or indirectly, to any of the Consultant'sClient(s)/Vendor(s) or their relation(s), for any work or communication or foranything of like nature, and especially, shall not disclose any detailregarding the Service mentioned in this Client Policy and the MoU respectively.
e.     Third-Party Discussions: The Client shall notreveal the existence of any financial transactions between the Consultant andthe Client to any external parties, such as competitors, other Clients/Vendors,or public forums. This includes but is not limited to conversations inprofessional networks, social media platforms, or any public disclosure.
f.      Breach of Non-Disclosure: In the event theClient violates the terms of this Non-Disclosure clause by disclosing paymentterms or related financial information, the Client acknowledges that theConsultant shall suffer reputational, financial, or business-related harm. As aresult, the Consultant shall have the right to:

i.     Immediately terminate this Client Policy andthe ongoing MoU without liability to the Client.
ii.    
Pursue legal action, including seekingdamages for any loss incurred as a result of the breach.
iii.    
Require the Client to cease furtherengagement on the Service/Project or any future Service/Project with theConsultant. 
iv.    
Forfeit any Fee/Service-Amount  of what is already paid to the Consultant bythe Client respectively.

g.     Duration of Non-Disclosure: Theconfidentiality obligation of the Client regarding Non-Disclosure Policy shallsurvive the termination of this Client Policy and the MoU, AND the Client shallcontinue to be bound by this obligation indefinitely, even after the conclusionof the Service/Project or termination of the Client Policy or any MoU, unlessthe Consultant explicitly releases the Client from these obligations in writingonly.

10.     Payment Terms

a.     The Client shall agree to pay the Consultanta Fee/Service-Amount  as decided underthe MoU between the Client and the Consultant, in adherence with this ClientPolicy, for the entire duration of the Service as mentioned and decided in theMoU respectively.
b.     The said Fee/Service-Amount  shall be paid by the Client to the Consultantin Phases, as and when decided by and between the Consultant and the Client asmentioned in the MoU for the said Service given by the Consultant to the Clientrespectively.
c.      An advance payment or a 'Token Amount', under'First Phase', shall be taken of the total Fee/Service-Amount  as mentioned in the MoU, AND it shall be paidby the Client to the Consultant on the day of signing of the concerned MoUrespectively, without any delay.
d.     Payment Schedule: The Client shall pay theremaining Fee/Service-Amount  in  Phases as per Clause-10(a) and (b), asmentioned in detail in the said concerned MoU between the Consultant and theClient.
e.     Phased Payment Structure: The Client agreesthat any Fee/Service-Amount  of any'Phase' (Except the First Phase), shall only be paid to the Consultant by theClient at the beginning of such Phase. The Consultant shall only begin with thenext decided Phase for the Client, ONLY when the previousFee/Service-Amount  is fully paid by theClient to the Consultant respectively. EXCEPTION: The Consultant shall have anunconditional and overriding power and right to overrule this Point as and whenrequired, without any  notice to theconcerned Client or anyone else respectively.
f.      One Time Payment From the Client to theConsultant: If need be, as decided between the Client and the Consultant, theClient may pay the whole Fee/Service-Amount for the said decided Services between the Client and the Consultant asmentioned in the MoU, including the above-mentioned 'Token/AdvanceFee/Service-Amount ', to the Consultant respectively. This clause may apply atany stage/duration for the said decided Service, for the remaining Phase orPhases, whatever the case may be, only through mutual acceptance respectively.
g.      In addition to the clauses above, ifrequired, the said 'Completion of Payment of Fee/Service-Amount , at eachdecided Phase(s), and Phases-duration, as per the concerned MoU, whatever thecase may be, shall be wholly and completely decided by the Consultant withoutany conditions only.
h.     A 'Completion of Service' shall mean when afinal email or any other communication for the same is communicated by theConsultant to the Client, through any medium, and when such communication issuccessfully done/executed by the Consultant, then the Client shall be legallyand professionally bound to release the 'Final Payment' towards the Consultantrespectively. Such 'Final Payment' shall be done by the Client without anydelay, the moment such communication is communicated by the Consultant respectively,irrespective of the Client's receiving it in his/her/their personal or anyother capacity.
i.       Payment Method: The said mode of paymentsshall be used as follows for the payment of Fee/Service-Amount  to the Consultant by the Client:

i.     Net Banking
ii.    
Cheque (subject to Terms & Conditions)
iii.    
Or any other mutually decided mode of paymentrespectively.

11.     Termination

a.     Termination of the MoU: If the Client or theConsultant wishes to terminate the MoU anytime, then it shall be done mutually,only with the acceptance, agreement,  andpermission of the Consultant. All dues of monetary terms shall be completedbefore such dissolution of MoU compulsorily.

i.     EXCEPTION: The concerned MoU shall NOT beterminated in an event where a payment of the concerned Fee/Service-Amount  (whole or of any Phase, whatever the case maybe) is still pending between the Client and the Consultant. This exceptionshall only stand muted/cancelled only when the said Fee/Service-Amount  is fully paid-up and to the satisfaction ofthe Consultant, as per the MoU only.
ii.    
In furtherance, the Consultant is at fullliberty to cancel the MoU, at anytime at any place, without the prior consentof the concerned Client, if the Consultant strongly thinks that the saidpayment of any of the concerned Phase OR the whole of Fee/Service-Amount  might not be given from the Client to theConsultant, due to any reason possible, for the said decided Services asmentioned in the MoU.
iii.    
In furtherance, the Consultant is at fullliberty to cancel the MoU, at anytime at any place, without the prior consentor notice of the concerned Client, if the Consultant strongly thinks that thesaid professional behaviour of the concerned Client is unprofessional,lethargic, or unsatisfactory in the eyes of the Consultant respectively,irrespective of the already received Fee/Service-Amount  by the Consultant from such concerned Clientrespectively.

b.     Termination/Suspension of the Concerned MoU:In the event of early termination of the concerned MoU, by either party, theClient shall pay the Consultant, for all the work completed by the Consultantup till that point of mutual cancellation, up until the termination date,including, but not limited to, any non-cancellable expenses incurred, and anyother payment/fee, if required, to the Consultant.
c.     Suspension/Cancellation/Non-Payment ofFee/Service-Amount  (Whole or of anyPhase) from the Client's Side: If the Client fails to pay the said decidedFee/Service-Amount  as mentioned in theconcerned MoU (either partial or full, whatever the case may be) during anytimeof the said decided duration under the MoU, then the Consultant shall reservethe right to suspend all Services under the MoU, until and unless the saidissue is resolved completely, that is, until and unless the said payment ofsuch Fee/Service-Amount  is done in itsentirety respectively.
d.      Suspension/Cancellation of Service from theConsultant's Side: In the event of the said decided Service under the MoU, iscancelled before its completion from the Consultant's side, then the Consultantshall forgo the remaining decided Fee/Service-Amount  without any conditions, BUT shall not forgothe Fee/Service-Amount  for the workalready done up till that point of such cancellation respectively.

12. Indemnification

a. In cases where the saiddecided upon Service, as executed by the Consultant for the Client, under thisClient Policy and the MoU, is subjected to any claims, damages, losses,copyright issues, intellectual property infringement(s), and expenses, oranything of the like nature, either during or after the completion of durationof Service, due to the Client's fault of non-communication to the Consultant,or faulty/corrupt exchange of data or anything of like nature, then the Clientshall agrees to indemnify the Consultant for the same in full.

13.     Dispute Resolution

a.     Governing Law and Dispute Resolution of AnyKind: In case there is a legal dispute between the Client and the Consultantregarding the decided upon Service, Fee/Service-Amount , its duration, etc.,then the legal jurisdiction of the State of Haryana, India, shall be applicablefor its resolution and the applicable laws shall be governed by the laws ofState or Haryana, India.
b.     Force Majeure: In case of failure to performthe said decided Service under this Client Policy/MoU, due to causes beyond itsreasonable control, including acts of God, war, or other unforeseen events,then both the Consultant and the Client shall, in good faith, renegotiate theFee/Service-Amount , Service, Duration, etc., which shall be subject tomandatory approval of the Consultant only.

14.     Amendment(s)

a.     In case the Client demands, or is willing toexecute any alteration, changes, omission, amendment, addition, etc. of anyterm, statement, point, clause, etc. in this Client Policy or the MoU, then itshall only be done and allowed with the explicit permission, meeting andacceptance of the Consultant only.
b.     The Consultant shall have an unconditionalpower and right to override any point within this Client Policy or theconcerned MoU and the same shall be communicated to the concerned Client at anytime respectively.
c.      No other previous Client Policy(s) or MoU(s)shall be held applicable and valid after such alteration, changes, omission,amendment, addition, etc. is done with the explicit permission, meeting andacceptance of the Consultant only.

15.     Changes to This Chapter-3

a. The Consultant may update thisChapter-2named ‘Specific Terms & ConditionsFor Each Service Provided by the Consultant’ periodically or at anappropriate interval. The same shall be notified to the concerned Client/Vendor of any material changes by:

i.     Posting thenew policy on the Consultant's website; or
ii.    
Sending anemail notification specifically; or
iii.    
Displaying aprominent notice on the Consultant's Website; or
iv.    
Through andby any other means which the Consultant deems fit and is legal.

16.     Contact Us

a.     If any Client/Vendor has an enquiry or a complaint aboutthe way the Consultant handles this Chapter-2 regarding ‘Specific Terms & ConditionsFor Each Service Provided by the Consultant’, or to seek any clarification for thesame, then they can simply communicate the Consultant citing the same. The same shall be replied tothe concerned Client/Vendor within a reasonable time, at the totaldiscretion of the Consultant. The informationfor such communication is as follows:

i.     EmailAddress: support@vilasaniventures.com OR info@vilasaniventures.com
ii.    
PostalAddress: Unit - 542, 5th Floor, Tower A2, SPAZE ITECH PARK, Badshahpur Sohna RdHwy, Sector 49, Gurugram, Haryana 122018

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