Terms of Services

General Terms & Conditions
These General Terms & Conditions apply to all engagements, agreements, offers, and proposals between Suraj R. Agrawal & Co. (“Suraj R. Agrawal & Co.”) and its clients, governing the provision of all services rendered. 

1. Contract and Parties

(a) Formation of Contract: The engagement letter, including any appendices, issued by Suraj R. Agrawal & Co. and addressed to the entity named within the engagement letter (“Client”), together with these General Terms & Conditions (collectively, the “Contract”), constitute the entire agreement between Suraj R. Agrawal & Co. and the Client concerning the services, deliverables, and work product described in the engagement letter (“Services”).

(b) Contractual Relationship: The Client’s contractual relationship is solely with Suraj R. Agrawal & Co.. While Suraj R. Agrawal & Co. may subcontract any part of the Services to its affiliates, subsidiaries, or other third-party subcontractors (“Subcontractor”), Suraj R. Agrawal & Co. remains fully responsible for the quality and delivery of the Services.

(c) Independent Contractors: Suraj R. Agrawal & Co. and the Client act as independent contractors. This Contract does not create any relationship of partnership, agency, fiduciary duty, joint venture, or employment between Suraj R. Agrawal & Co. and the Client. 

2. Responsibilities of Suraj R. Agrawal & Co. and the Client

(a) Client Responsibilities: (i) Cooperation: The Client agrees to cooperate with Suraj R. Agrawal & Co. in the performance of the Services. This includes providing timely access to necessary data, information, and personnel. The Client is responsible for the accuracy, completeness, and timeliness of all information provided to Suraj R. Agrawal & Co.. (ii) Decision-Making: The Client is solely responsible for management decisions, maintaining internal controls, and overseeing the execution of the Services. Suraj R. Agrawal & Co.’s performance is contingent upon the Client fulfilling its obligations promptly, including timely decisions and approvals. (iii) Implementation: The Client is responsible for implementing any advice or recommendations provided by Suraj R. Agrawal & Co. as part of the Services. Suraj R. Agrawal & Co. shall not be liable for any issues arising from delays or inaccuracies in the Client’s execution.

(b) Suraj R. Agrawal & Co. Responsibilities: (i) Standards of Service: Suraj R. Agrawal & Co. will provide the Services with due professional care, diligence, and competence in accordance with applicable legal and regulatory standards, taking into account the current law, rulings, and interpretations at the time the Services are rendered. (ii) Limitations of Advice: The Services provided by Suraj R. Agrawal & Co. do not constitute legal or financial advice beyond the specific scope of the engagement. Any tax advice provided is subject to interpretation by tax authorities and courts, and Suraj R. Agrawal & Co. cannot guarantee the acceptance of its advice by such bodies. (iii) Drafts and Oral Advice: Any draft documents or preliminary advice provided during the course of the Services should not be relied upon as final until confirmed in writing. Suraj R. Agrawal & Co. shall not be liable for any actions taken based on draft advice or discussions prior to formal written conclusions. 

3. Payment of Invoices

(a) Payment Terms: All invoices issued by Suraj R. Agrawal & Co. are due upon presentation unless otherwise specified in the engagement letter. Invoices not paid within 30 days will accrue interest at a rate of 1% per month, calculated as simple interest.

(b) Right to Suspend Services: If any invoices remain unpaid for more than 30 days, Suraj R. Agrawal & Co. reserves the right to suspend or terminate the Services, in whole or in part, until full payment is received. The Client will remain responsible for any applicable taxes such as VAT, sales tax, or any other similar taxes, excluding Suraj R. Agrawal & Co.’s income or property taxes. 

4. Termination

(a) Termination Rights: Either party may terminate this Contract by providing 30 days written notice to the other party. If termination is due to a breach, the breaching party has the right to remedy the breach within the notice period, provided that the breach is capable of being remedied.

(b) Immediate Termination: Suraj R. Agrawal & Co. may terminate this Contract with immediate effect if a change in law, regulation, or professional standards renders the continuation of Services illegal or in conflict with Suraj R. Agrawal & Co.’s independence or professional rules.

(c) Post-Termination Obligations: Upon termination, the Client is responsible for compensating Suraj R. Agrawal & Co. for all Services performed and expenses incurred up to the effective termination date. 

5. Ownership of Work Product and Intellectual Property

(a) Suraj R. Agrawal & Co.’s Property: Any work product, methodologies, or intellectual property developed by Suraj R. Agrawal & Co. in connection with the Services shall remain the property of Suraj R. Agrawal & Co., including work papers, know-how, and concepts used in delivering the Services.

(b) License to Use Work Product: Upon full payment of all fees, the Client will receive a non-exclusive license to use the deliverables and work product for internal business purposes only, as outlined in the engagement letter.

(c) Client Information: Any proprietary or confidential information provided by the Client remains the property of the Client and will be returned upon request. 

6. Limitation of Liability

(a) Aggregate Liability: Suraj R. Agrawal & Co.’s liability for any claims arising out of this Contract or the Services is limited to the total fees paid by the Client to Suraj R. Agrawal & Co.. Suraj R. Agrawal & Co. shall not be liable for indirect, consequential, punitive, or special damages, including loss of profit, data, or goodwill.

(b) No Liability for Subcontractors: In the event that the liability exclusions provided herein are deemed ineffective, the limitations on liability will apply to Suraj R. Agrawal & Co.’s subcontractors as if they were named directly in this section. 

7. Force Majeure

Neither party shall be held liable for delays or failures in performance resulting from circumstances beyond their reasonable control, including natural disasters, wars, labor disputes, government actions, or technical failures. 

8. Confidentiality

(a) Protection of Confidential Information: Suraj R. Agrawal & Co. agrees to protect the confidentiality of any proprietary information provided by the Client, except where disclosure is required by law, regulation, or court order.

(b) Use of Deliverables: The Client shall not disclose any reports, advice, or deliverables to third parties without the prior written consent of Suraj R. Agrawal & Co., except where such disclosure is required by law or regulation. 

9. Governing Law and Jurisdiction
   This Contract is governed by and construed in accordance with the laws of India. Any disputes arising from or related to this Contract shall be subject to the exclusive jurisdiction of the courts in India. 

10. Electronic Communications
    Both parties may use electronic communications such as email for routine correspondence related to the Services. The parties recognise the inherent risks associated with electronic communications, including delays, data loss, or unauthorised access, and agree to protect their systems accordingly. 

11. Indemnification
    The Client agrees to indemnify and hold harmless Suraj R. Agrawal & Co. and its personnel from any third-party claims arising from the performance of this Contract, except where such claims result from Suraj R. Agrawal & Co.’s gross negligence or intentional misconduct. 

12. Dispute Resolution

(a) Good Faith Negotiation: Both parties agree to attempt to resolve any disputes through good faith negotiations between senior management.

(b) Alternative Dispute Resolution: If the dispute cannot be resolved through negotiation, the parties will consider submitting the matter to alternative dispute resolution (ADR) before pursuing litigation. 

13. Miscellaneous

(a) Assignment: Neither party may assign or transfer any rights or obligations under this Contract without the prior written consent of the other party, except Suraj R. Agrawal & Co. may assign its rights to an affiliate or successor entity.

(b) Entire Agreement: This Contract constitutes the entire agreement between the parties and supersedes any prior agreements or discussions related to the Services. Amendments to the Contract must be made in writing and signed by both parties.

(c) Use of Client Name: Suraj R. Agrawal & Co. may use the Client’s name, logo, and the fact that it has performed the Services in marketing and publicity materials, subject to prior approval from the Client.