TERMS AND CONDITIONS

 

The following terms of business apply to all engagements accepted by Verity Business Solutions (OPC) Private Limited.

 

Definitions and Interpretation

  • In this Agreement (which expression shall be deemed to include the Schedules hereto):

  • The following expressions have the following meanings:

    • “Commencement Date” means the earlier of your consultancy agreement or the date of these standard terms on conditions;

    • “Services” means the consultancy services more particularly described in the First Schedule;

    • “Taxes” means all present and future taxes, levies, imposts and duties of whatever nature charged by any national, supra-national or local taxing or fiscal authority including, without limitation, income tax and national insurance contributions, but not including VAT payable in respect of the provision of the Services.

  • Unless otherwise specified, words importing the singular include the plural, words importing any gender include every gender, and words importing persons include bodies corporate and unincorporated and (in each case) vice versa.

  • Reference to Clauses and other provisions are references to Clauses and other provisions of this Agreement.

  • The headings do not affect the interpretation of this Agreement.

 

The Services

  • During the term of the Agreement, the Consultant agrees to: provide the services of such one or more persons as the Consultant in his absolute discretion shall determine as being reasonably required in order to perform the Services PROVIDED THAT any such person or persons shall perform the Services in a good and workman like manner and with the skill and care to be expected of a professional consultant having experience of carrying out the services of a similar type and nature as the Services; act in good faith and not do any act matter or thing that may prejudicially affect the interests of the Client; and comply with the lawful, proper and reasonable directions of the Client; and provide the Client with all correspondence, information and data relating to the provision of the Services as shall reasonably be requested by the Client; and provide such other service or services as may be agreed from time to time by the Parties.

  • The Consultant shall procure that the person or persons actually providing the Services shall (unless prevented by illness or other cause beyond the reasonable control of the Consultant), be available to perform the Services on such days and times as shall be agreed between the Parties from time to time.

 

Liability and Indemnity

 

  • The Consultant shall not be liable to the Client for any Consequential Loss suffered by the Client (whether caused by the negligence of the Consultant, its servants, or agents or otherwise) which arises out of or in connection with this Agreement.

  • The Consultant shall not be liable to the Client or be deemed to be in breach of this Agreement by reason of any delay in performing, or any failure to perform, any of the Consultant’s obligations in relation to the Services, if the delay or failure was due to any cause beyond the Consultant’s reasonable control.

  • The Consultant shall have no liability to the Client for any loss, damage costs or expenses or other claims for compensation arising from any document or data or information or instructions supplied by the Client which are incomplete, incorrect, inaccurate, illegible, out of sequence or in the wrong form, or arising from their late or non-arrival, or any other fault of the Client.

  • The liability of the Consultant shall not exceed the sum paid for availing the services by the client.

 

Client identification

 

  • As with other professional services firms, we are required to identify our clients for the purposes of the anti-money laundering legislation. We may request from you, and retain, such information and documentation as we require for these purposes and/or make searches of appropriate databases.

 

Confidentiality

  • Communication between us is confidential and we shall take all reasonable steps to keep confidential your information except where we are required to disclose it by law, by regulatory bodies, by our insurers or as part of an external peer review. Unless we are authorized by you to disclose information on your behalf this undertaking will apply during and after this engagement.

  • We reserve the right, for the purpose of promotional activity, training or for other business purpose, to mention that you are a client. As stated above we will not disclose any confidential information.

 

Conflicts of interest

 

  • We will inform you if we become aware of any conflict of interest in our relationship with you or in our relationship with you and another client unless we are unable to do so because of our confidentiality obligations. We have safeguards that can be implemented to protect the interests of different clients if a conflict arises. Where conflicts are identified which cannot be managed in a way that protects your interests then we regret that we will be unable to provide further services.

  • If there is a conflict of interest that is capable of being addressed successfully by the adoption of suitable safeguards to protect your interests then we will adopt those safeguards. We reserve the right to provide services for other clients whose interests are not the same as yours or are adverse to yours subject of course to the obligations of confidentiality referred to above.

 

Data protection

 

  • We confirm that we will comply with the provisions of the necessary Data Protection when processing personal data about you [and your family]. In order to carry out the services under our engagement letter and for related purposes such as updating and enhancing our client records, analysis for management purposes and statutory returns, legal and regulatory compliance and crime prevention we may obtain, process, use and disclose personal data about you.

 

Electronic and other communication

 

  • Unless you instruct us otherwise we may, where appropriate, communicate with you and with third parties via email or by other electronic means. The recipient is responsible for virus checking emails and any attachments.

  • With electronic communication there is a risk of non-receipt, delayed receipt, inadvertent misdirection or interception by third parties.

  • We use virus-scanning software to reduce the risk of viruses and similar damaging items being transmitted through emails or electronic storage devices. However electronic communication is not totally secure and we cannot be held responsible for damage or loss caused by viruses nor for communications which are corrupted or altered after dispatch. Nor can we accept any liability for problems or accidental errors relating to this means of communication especially in relation to commercially sensitive material. These are risks you must bear in return for greater efficiency and lower costs. If you do not wish to accept these risks please let us know and we will communicate by paper mail, other than where electronic submission is mandatory.

  • Any communication by us with you sent through the post system is deemed to arrive at your postal address two working days after the day that the document was sent.

 

Fees and payment terms

 

  • Our fees may depend not only upon the time spent on your affairs but also on the level of skill and responsibility and the importance and value of the advice that we provide, as well as the level of risk.

  • If we provide you with an estimate of our fees for any specific work, then the estimate will not be contractually binding unless we explicitly state that that will be the case.

  • Where requested we may indicate a fixed fee for the provision of specific services or an indicative range of fees for a particular assignment. It is not our practice to identify fixed fees for more than a year ahead as such fee quotes need to be reviewed in the light of events. If it becomes apparent to us, due to unforeseen circumstances, that a fee quote is inadequate, we reserve the right to notify you of a revised figure or range and to seek your agreement thereto.

  • Unless we have agreed with you a monthly Standing Order arrangement, we will bill you periodically upon completion of work, and our invoices will are due for payment within 14 days of issue. Our fees are exclusive of GST which will be added where it is chargeable.

  • Any disbursements we incur on your behalf and expenses incurred in the course of carrying out our work for you will be added to our invoices where appropriate.

  • Unless otherwise agreed to the contrary our fees do not include the costs of any third party, counsel or other professional fees.

  • We reserve the right to charge interest on late paid invoices at the rate of 5%. We also reserve the right to suspend our services or to cease to act for you on giving written notice if payment of any fees is unduly delayed. We intend to exercise these rights only where it is fair and reasonable to do so.

  • If you do not accept that an invoiced fee is fair and reasonable you must notify us within 21 days of receipt, failing which you will be deemed to have accepted that payment is due.

 

Intellectual property rights

 

  • We will retain all copyright in any document prepared by us during the course of carrying out the engagement save where the law specifically provides otherwise.

 

Interpretation

 

  • If any provision of our engagement letter or terms of business is held to be void, then that provision will be deemed not to form part of this contract. In the event of any conflict between these terms of business and the engagement letter or appendices, the relevant provision in the engagement letter or schedules will take precedence.

 

Internal disputes within a client

 

  • If we become aware of a dispute between the parties who own or are in some way involved in the ownership and management of the business, it should be noted that our client is the business and we would not provide information or services to one party without the express knowledge and permission of all parties. Unless otherwise agreed by all parties we will continue to supply information to the registered office/normal place of business for the attention of the directors/proprietors. If conflicting advice, information or instructions are received from different directors/principals in the business we will refer the matter back to the board of directors/the partnership and take no further action until the board/partnership has agreed the action to be taken.

 

Third Party Introductions

 

  • From time to time we may recommend the service of partners we work with such as Banks or Asset Management Companies. We do not take any responsibility for the services of such recommendations and reiterate you take an independent approach when deciding to take on those services. Any business relationships will be directly between you and the third party. Verity Business Solutions (OPC) Private Limited will have no involvement other than provide information upon the request of you, the Client.

  • We may from time to time receive commissions from such third parties. 

  • If during the provision of professional services to you, you need advice on investments including insurances, we may have to refer you to someone who is authorized by the IRDA, as we are not.

 

Lien

 

  • We reserve the right to exercise a lien over all funds, documents and records in our possession relating to all engagements for you until all outstanding fees and disbursements are paid in full.

 

Limitation of third party rights

  • The advice and information we provide to you as part of our service is for your sole use and not for any third party to whom you may communicate it unless we have expressly agreed in the engagement letter that a specified third party may rely on our work. We accept no responsibility to third parties, including any group company to whom the engagement letter is not addressed, for any advice, information or material produced as part of our work for you which you make available to them.

 

Period of engagement and termination

  • Unless otherwise agreed in our engagement letter, our work will begin when we receive implicit or explicit acceptance of that letter. Except as stated in that letter we will not be responsible for periods before that date.

  • Each of us may terminate our agreement by giving not less than 28 days notice in writing to the other party except where you fail to cooperate with us or we have reason to believe that you have provided us misleading information, in which case we may terminate this agreement immediately. Termination will be without prejudice to any rights that may have accrued to either of us prior to termination.

  • In the event of termination of our contract, we will endeavor to agree with you the arrangements for the completion of work in progress at that time, unless we are required for legal or regulatory reasons to cease work immediately. In that event, we shall not be required to carry out further work and shall not be responsible or liable for any consequences arising from termination.

 

Reliance on advice

  • We will endeavor to record all advice on important matters in writing. Advice given orally is not intended to be relied upon unless confirmed in writing. Therefore, if we provide oral advice (for example during the course of a meeting or a telephone conversation) and you wish to be able to rely on that advice, you must ask for the advice to be confirmed by us in writing.

 

Personal Guarantee

  • In consideration of the Consultant providing the Services to the Client, the Guarantor (typically one of the directors or shareholders in the Ltd Company) personally guarantees all of the obligations and liabilities of the Client under this Agreement whenever the Client does not on demand from the Consultant perform any of it’s obligations or meet any of it’s liabilities under this Agreement.

  • The Guarantor is to be treated as a principal obligor and as giving a separate and independent obligation and liability from the obligations and liabilities of the Client under this agreement and agrees to indemnify and keep indemnified the Consultant in full and on demand from and against all and any losses, costs, claims, liabilities, damages, demands and expenses suffered or incurred by the Consultant arising out of, or in connection with, any failure of the Client to perform or discharge any of its obligations or liabilities in respect of this agreement.