These Standard Terms and Conditions of Engagement (“Terms”) apply to all services provided by Innobrant Business Consultancy LLP to its clients.
1. Interpretation
The following terms shall have the meanings set out below:
2. Standard Terms and Conditions
a. Performance of Services: Innobrant reserves the right to assign appropriate personnel to perform the Services and will assign personnel who are, in Innobrant’s judgment, qualified to complete the work outlined in the Engagement Letter.
b. Non-Solicitation: During the term of the engagement and for a period of two (2) years thereafter, the Client shall not, directly or indirectly, offer employment to or solicit the services of any employee of Innobrant who was directly involved in performing the Services for the Client.
c. Verbal Advice: Any verbal advice or preliminary reaction provided by Innobrant that is not subsequently confirmed in writing is not to be acted upon by the Client. The Client should not proceed in reliance on any advice until receiving formal written confirmation from Innobrant.
d. Electronic Communication: Innobrant may communicate with the Client electronically (e.g., via email). In consenting to this method, the Client accepts the inherent risks that electronic transmission of information cannot be guaranteed to be secure or error-free and may be intercepted, corrupted, lost, or arrive late. The Client is responsible for its own virus checks. Accordingly, Innobrant shall have no liability to the Client arising from or in connection with the electronic communication of information.
e. Force Majeure: Innobrant shall not be responsible or liable for any delay or failure in the provision of Services due to fires, strikes, war, civil commotion, delays in transportation, power failure, communication line failure, or any other causes beyond the reasonable control of Innobrant. The existence of such delays shall extend the time for performance to the extent necessary to overcome the cause of the delay.
f. Limitation on Claims: No claim arising out of the Services rendered by Innobrant shall be asserted more than two (2) years after the date the Services were provided or one (1) year after the date of termination of the engagement, whichever is earlier.
g. Limitation of Liability: Innobrant’s total liability, if any, in contract, tort, or otherwise, arising in connection with the Services shall not exceed the total professional fees paid by the Client to Innobrant for the specific Services from which the claim arises during the six (6) month period immediately preceding the event that gave rise to the cause of action. In no event shall Innobrant be liable for any consequential, special, incidental, or punitive loss, damage, or expense (including, without limitation, lost profits or opportunity costs), even if Innobrant has been advised of their possible existence.
h. Payment Terms: Invoices will be raised as per the terms specified in the Engagement Letter. Payment is due within fifteen (15) days of the invoice date, unless otherwise agreed in writing.
i. Tenure of Engagement: The duration of the engagement shall be as defined in the mutually agreed Engagement Letter.
j. Variations in Terms: These standard terms are applicable to all engagements. Any changes or additions to the Services or these conditions must be agreed upon in writing by both Innobrant and the Client.
k. Nature of Advice – Assumptions & Limitations: The views, opinions, and recommendations provided by Innobrant are based on the facts and circumstances known to us at the time. These may change if facts, circumstances, laws, or regulations change. Governmental or judicial authorities may not subscribe to the views expressed by Innobrant. Our Services do not constitute a legal opinion or a guarantee of any particular outcome.
l. Applicable Law and Jurisdiction: This engagement and these Terms shall be governed by and construed in accordance with the laws of India. Any disputes arising out of or in connection with this engagement shall be subject to the exclusive jurisdiction of the courts of Hyderabad, Telangana, India.