Terms of business

These Terms of Business form an integral part of the engagement letter issued to the Client by Essenbee Advisors LLP (‘Firm’ or ‘Us”).

1. Applicability

• These Terms of Business are applicable to any provision of services to the Client by the Firm in accordance with the Engagement Letter.
• The Firm will perform the services in accordance with the applicable standards of professional conduct.
• The Firm shall provide the services to the Client as an independent entity and not as the Client’s employee, agent, partner, or joint venture. Neither the Client nor the Firm has any right, power, or authority to bind the other except as stated otherwise in the Engagement Letter.
• The Firm may subcontract portions of the services to any other service provider, who may deal directly with the Client. Nevertheless, the Firm shall be wholly responsible to the Client for the performance of the services
• The Firm shall not be responsible for the use or implementation of the output of the services.
• The Client’s Terms of Business (if any) shall not be applicable to the Firm, unless specifically instructed & agreed with the Client separately.

2. Scope of Work/Services

It is understood and agreed that the Firm shall provide the services to the Client as set out in the Engagement Letter. Any variation/modification/amendments shall be in writing and duly executed by the authorized signatory of each Party.

3. Fees and Expenses

The Firm’s fees are based on the degree of skill involved, the seniority of the staff engaged, the time necessarily spent on the engagement, and the nature of the engagement.

• General conditions for invoicing shall be provided in the engagement letter by the Firm. Any queries on invoices should be raised by the Client within 5 days of receipt
• The Firm’s fee shall be paid by the Client within 30 days of submission of the relevant invoice.
• The Firm will charge the Client separately for travel expenses, photocopying charges, courier and delivery charges, and all other out-of-pocket expenses reasonably incurred in connection with the engagement.
• The Firm’s fees are exclusive of taxes or similar charges and the Client shall be responsible for all taxes imposed on the services.
• The Firm retains the right to charge interest (not exceeding 2% per month compounded annually) on late payments.
• The Firm may charge additional professional fees if events beyond the Firm’s control (including the Client’s acts or omissions) affect the Firm’s ability to perform the services as originally planned or if the Client asks the Firm to perform additional tasks or services. If the Firm is required by applicable law, legal process, or government action to produce information or personnel as witnesses with respect to the engagement, the Client shall reimburse the Firm for any professional time and expenses (including reasonable external legal costs) incurred.
• The firm is able to receive payments in INR. Where the conversion from another currency is required, payments are converted at the prevailing exchange rate. Any banking charges incurred as part of receiving monies from the Client, or returning monies to the Client, are borne by the Client.

4. Term

• The agreement will come into effect at the moment the Client confirms the Engagement Letter or at the moment when the work is commenced, whichever is earlier.
• Unless terminated sooner in accordance with the terms of the Engagement Letter, the engagement shall terminate on the completion of the services.
• The engagement may be terminated by either party at any time, with or without cause, by giving written notice to the other party of not less than thirty (30) days before the effective date of termination; provided that, in the event of a termination for cause, the party in breach shall have the right to cure the breach within the notice period. Upon termination of the engagement, the Client will compensate the Firm under the terms of the Engagement Letter for the services performed and expenses incurred for the period to the effective date of termination.
• The Firm has the right, at its option, to suspend or terminate the provisions of services in the event that the Firm’s invoices are not paid within the contractually agreed period.

5. Client’s Responsibilities

• The Client shall promptly provide (or cause others to provide) to the Firm the information, resources, and assistance (including access to records, systems, premises and people) that the Firm reasonably requires to perform the services and the Client has full authority to do so.
• All information provided by the Client or on the Client’s behalf (“Client Information”) shall to the extent possible be accurate and complete and the Client shall be responsible for any infringement of copyright or other third-party rights.
• The Firm may rely on the Client Information made available to the Firm and, unless the Firm expressly agrees otherwise, will have no responsibility to evaluate or verify it.
• Where requirements or information are not provided or not provided in a timely manner, the Firm will not be responsible for consequences that arise.
• Any opinions and advice will be provided in writing and addressed to the Client. Such opinions and advice should not be used for any purpose other than that for which they were prepared, nor should they be reproduced, referred to in any other document, or made available to any third party without our prior consent. The only exceptions to this are others within your organization, your professional advisors acting in such capacity or as required by law, court order, or any regulatory or professional body.
• No reliance should be placed on any oral advice or representations we make or any draft reports, unless and until we confirm that advice to you in final form in writing.
• Where it is envisaged that reports, letters, information, opinions, or advice given by us to you will be provided to or used by a third party, we reserve the right to agree with your terms regarding such provision or to require the third party to enter into a direct relationship with us.
• The Client agrees that the Firm may represent the Client’s team to any persons or entities involved in business activities in India or elsewhere and the Client waives any conflict of interest which may result from representation to such persons or entities.
• The client cannot directly solicit/engage or hire staff and partners of Essenbee without prior agreement with the Firm. Such obligation shall survive the termination or rescission for any reason of the contractual relationship between the Firm and the Client until the expiry of the relevant statute of limitation applicable to any claims.

6. Use of name

Essenbee shall have the right, without further reference to any client, to publicise the fact that the client is, or was, a client and to utilize client’s name in publicity materials in this respect. Essenbee can also describe in general terms the type of work conducted for clients, but shall not be permitted to link this to a specific client without prior permission from such client.

7. Limitation of Liability

• The aggregate liability of the Firm, its partners, directors, consultants, employees, agents, affiliates, and other personnel for damage shall be limited to the amount of the fees that the Firm has received in connection with the engagement. If the engagement is of a recurring nature then the aggregate liability shall not exceed the amount received by the Firm in the immediately preceding year.
• It is agreed that, having regard to the Firm’s interest in limiting the personal liability and exposure to litigation of its personnel, the Client will not bring any claim in respect of any damage against any of the Firm’s personnel personally.

8. Confidentiality

• The Firm shall not disclose any confidential information which it obtains as a result of acting for the Client to any third party other than its affiliates, directors, partners, officers, employees, personnel, agents, experts, consultants or advisors on a “need to know” basis and who are bound by appropriate confidentiality and non-disclosure obligations.
• In the event that the Firm or its representatives are requested pursuant to, or required by, applicable law or regulation or by the legal or administrative process to disclose any Confidential Information, the Firm agrees that it will, as far as is legally and practically possible, provide the Client with prompt notice of such request or requirement in order to enable the Client to seek an appropriate protective order or other remedies. In the event that such protective order or other remedy is not obtained, the Firm or its representatives, as the case may be, shall disclose only the portion of the Confidential Information which is legally or professionally required to be disclosed.
• The Firm shall be permitted to retain copies of such Confidential Information as it is required to retain for legal or regulatory purposes.
• Unless specifically governed by statute or regulation, the report and deliverables issued by the Firm in accordance with the Engagement Letter are strictly confidential and for use by the Client for the purpose specified in the Engagement Letter. The reports and other deliverables may not be used, reproduced, or circulated for any other purpose, whether in whole or in part, without the Firm’s prior written consent, which consent shall only be given after full consideration of the circumstances at the time and on the understanding that the Firm owes no duty of care to any party other than the Client.

9. Electronic transmittals

During the course of our engagement, the Firm or the Client may need to electronically transmit confidential information to each other and to other entities engaged by either party. The Client agrees to the use of e-mail and other electronic methods to transmit and receive information, including confidential information, between the Firm and the Client and between the Firm and outside specialists or other entities engaged by either the Firm or the Client.

10. Indemnification

• The Client shall indemnify and hold harmless the Firm against all claims by third parties (contractual or in tort), threatened claims, suits, taxes, penalties, liabilities, damages, costs, and expenses, suffered, incurred, arising, or expended (“Claims”), directly or indirectly by reason of Firm’s performance under this engagement or from having performed any services to the Client, except in the event of fraud, gross negligence, or willful misconduct on the part of the Firm.
• The indemnity obligations as set out above shall survive the termination or rescission for any reason of the contractual relationship between the Firm and the Client until the expiry of the relevant statute of limitation applicable to any claims.

11. Ownership of Books and Papers

All documents in whatever form, paper, electronic or otherwise such as (for example, but without being an exhaustive list) working papers, letters (including without limitation e-mails), memoranda, file notes of meetings and telephone calls, draft computations and returns, etc. and copies of other original documents which the Firm creates or which the Firm receives either as principal or in the Firm’s right or as agent for the Client belong to the Firm. For the avoidance of doubt, the Firm does not assert such ownership rights to documents such as, for example, title documents, original invoices and other original primary accounting records, tax deduction certificates, etc. belonging to the Client.

12. Intellectual Property Rights

The Firm may use data, software, designs, utilities, tools, models, systems, and other methodologies and know-how (“Materials”) that the Firm owns or has the right to use in performing the services. Notwithstanding the delivery of any reports, the Firm retains all intellectual property rights in the Materials (including any improvements or knowledge developed while performing the services), and in any working papers compiled in connection with the services (but not Client Information reflected in them).

13. Anti-Corruption and Anti-Bribery

The Firm and the Client shall each maintain in place throughout the term of this Engagement Letter policies and procedures, including, but not limited to, adequate procedures to ensure compliance with applicable Anti-Corruption and Anti-Bribery Laws, and will enforce them as appropriate.

14. Money Laundering

The Firm and the Client shall each comply with applicable Money Laundering Regulations.

15. Personal Data Collection

All personal data collected in the Client identification and verification process will only be used for the Client due diligence purpose (if necessary), for advising the Client on the Instructed Matter and for sending the Client details of other services that the Firm may from time-to-time offer including sending legal updates, seminar invitations and other marketing material. If the Firm intends to use the Client’s personal data for any other unrelated purposes, the Firm shall seek the Client’s permission before doing so.

16. Non-exclusivity

The parties acknowledge that the Firm shall have the right to provide consulting or other professional services of any kind or nature whatsoever to any person or entity as the Firm in its sole discretion deems appropriate.

17. Force Majeure

Neither the Client nor the Firm shall be liable for breach of any terms and conditions set out in the Engagement Letter (other than payment obligations) caused by circumstances beyond the reasonable control of the Client or the Firm.

18. Notice

Any notices, demands, or consents required or permitted in accordance with the Engagement Letter and these Terms of Business shall be in writing and signed by an authorized officer of the relevant party and shall be delivered either personally or sent by registered post, electronically or receipted courier addressed to the respective Party’s address as stated in the Engagement Letter.

19. Variation

Variations to any of the provisions of the Engagement Letter and the Terms of Business shall be void unless they are in writing and duly executed by the authorised representatives of each party.

20. Severability

• If any term of the Engagement Letter or Terms of Business is held to be invalid or unenforceable by any judicial, applicable law, professional regulations or other competent authority but would be valid or enforceable if some parts of the term were modified or deleted, the term in question will apply with the minimum modification or deletion necessary to make it valid and enforceable, and the other provisions in the Engagement Letter and Terms of Business will be unimpaired and remain in full force and effect.
• If any term of the Engagement Letter or Terms of Business is not relevant or applicable for the particular engagement such terms shall be modified or deleted as necessary to make it valid and the other provisions in the Engagement Letter or Terms of Business will be unimpaired and remain in full force and effect.

21. Contradictory Provisions

If these Terms of Business and the Engagement Letter contain conflicting provisions, the provisions contained in the Engagement Letter shall prevail.

22. Governing Law

This Engagement Letter and Terms of Business will be governed by and construed in accordance with the laws of India and be subject to the exclusive jurisdiction of the courts of New Delhi.