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Terms and Conditions

1. ENTIRE AGREEMENT

  • Agreement. These Terms and Conditions of Business (“Terms and Conditions”) and the Engagement Letter, to which these Terms and Conditions are attached (collectively, the “Agreement”) constitute the entire agreement between the client (“Client”) to whom such Engagement Letter is addressed at TariffWolf India Private Limited                 (“TIPL”), a private limited company having registered office at Salarpuria Symbiosis, Bannerghatta Road, Bengaluru – 560076 Karnataka India regarding the professional services or scope of work more particularly described in the Engagement Letter (“Services or Scope of Work”). There are no prior or contemporaneous, oral or written representations, understandings or agreements, which are not fully expressed in the Agreement.
  • Applicability. If TIPL has commenced work in connection with the matters described in the Engagement Letter to which these Terms and Conditions are attached, all provisions in the Agreement shall apply for the benefit or protection of either Party from the date that TIPL commenced work relating to the Services. For avoidance of doubt, it is clarified that before the signing of the Engagement Letter, if TIPL has commenced work in connection with the matters described in a proposal, to which these Terms and Conditions are attached, all provisions in the Terms and Conditions shall continue to apply for the benefit or protection of either Party from the date that  TIPL commenced work in connection with the Services. This Agreement shall be binding upon and inure solely to the benefit of the Parties hereto and their successors and permitted assigns, and nothing in this Agreement shall confer upon any other person or entity any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement, save for the other/ associate TIPL firms and sub-contractors of TIPL, as applicable and as expressly provided in paragraphs hereunder.

2. RELATIONSHIP OF PARTIES

  • TIPL, in furnishing services to the Client, is an independent contractor. TIPL does not undertake to perform any regulatory, legal or contractual obligation of the Client or to assume any responsibility for Client’s business or operations.

3. SERVICES TO BE PROVIDED

  • Services.  TIPL will provide the Services set out in the Engagement Letter, with reasonable skill and care. Client acknowledges that the scope of such Services is sufficient to meet its needs.
  • No Assurance. The Services will not constitute or include an audit, review or assurance conducted in accordance with generally accepted auditing standards or an examination of internal controls.
  • Accordingly, TIPL will not express an opinion or any other form of assurance on the financial statements of Client or any other financial information (including prospective financial information and/or financial information about the future) or any operating or internal controls of Client. Similarly, any role TIPL may have other than under this Agreement and any resulting knowledge does not in any way impose implied obligations on TIPL towards Client in respect of the Services.
  • The Deliverables and/or advice by TIPL are not the only factors to be taken into   account by the Client when deciding whether or not to proceed with a specific course of action and it is the Client’s decision alone as to whether or not to proceed. Unless the Engagement Letter states otherwise, TIPL is not responsible for the implementation of its advice.
  • Appointment of external specialist – Although  TIPL has the required competence to execute the work detailed in this offer letter, having regard to specialized nature of certain services such as legal, technical, commercial, audit, secretarial, tax, or matter related to government agencies etc. which may be required, it may be necessary to appoint external specialists to render advice/expertise on these aspects of the assignment.

4. CLIENT RESPONSIBILITIES

  • Performance. The performance of TIPL is dependent on the Client co-operating with TIPL and carrying out its responsibilities as set out in this Agreement.  TIPL shall not be responsible for any delay or any other consequences resulting from failure of the Client to perform any of its obligations under this Agreement.
  • Staff and Support Facilities. Client will provide TIPL with assistance from suitably qualified and experienced staff. Where TIPL works on the premises of the Client or with the Client’s computer facilities, Client will: (a) provide TIPL with such office, communications and support facilities as TIPL may reasonably require to perform the Services; (b) ensure that the Client has appropriate back-up, security and virus-checking procedures in place for any computer facilities the Client provides or which may be affected by the Services; and (c) provide a safe and secure working environment for the personnel of  TIPL.

5. DELIVERABLES

  • Information. Any written advice or deliverables provided by TIPL under this engagement will be based upon timely and accurate information provided by the Client or its representatives to TIPL. Where Client uses, or provides TIPL with, third party information Client will ensure that it has appropriate agreements in place with those third parties to enable TIPL to receive such information and perform the Services. Therefore, TIPL assumes no responsibility and makes no representations with respect to the accuracy or completeness of any such information provided by the Client, its representatives or third parties.
  • Draft deliverables and oral advice. Draft deliverables and oral advice will not constitute TIPL’s definitive opinions and/or conclusions.  TIPL will have no liability to the Client for the content or use of any draft deliverables, or for any oral advice except where such oral advice is confirmed in writing in a final version of any Deliverable. Except to the extent expressly stated to form part of the Services, TIPL will not subject information to checking or verification procedures and/or will not provide resources to undertake any management, executive or secretarial role for Client. Further, the Services shall not include or imply provision of legal advice or legal due diligence review. The Client undertakes to obtain appropriate advice in respect of all laws and regulations which may be applicable to it in connection with the Services and to communicate such advice to TIPL if it is or may be relevant to the carrying out by TIPL of the Services.
  • Provision of Services and Deliverables. The Services and the Deliverables are provided solely for internal benefit and use of the Client, and then only for the purpose set out in the Engagement Letter. TIPL therefore accepts no responsibility or liability for damage arising from any other use or purpose. The Services and Deliverables are not intended to be relied upon by any other person.
  • Use of Services and Deliverables. Any written advice or Deliverables provided by TIPL under this Agreement shall be provided solely for the use and benefit of the Client management who may share it with Board of Directors, the Auditors and Regulatory Authorities. Unless required by law, Client shall not provide this, or any other such document (including draft deliverables) to any third party, without first obtaining consent of TIPL, in writing, together with, where required by TIPL, procuring “Release of Liability” Letter in favour of TIPL from such third party; and providing a “Hold-Harmless” Letter to TIPL. In no event, regardless of whether consent has been provided, shall TIPL assume any responsibility to any third party to which the advice or Deliverable or draft deliverable is disclosed or otherwise made available.
  • The Client shall neither reproduce all or part of any Deliverable on any website or in any public document or statement, nor shall it use the TIPL name on any website or in any public document or statement, without obtaining prior written consent of TIPL.
  • Any third-party software that does not form part of any Deliverables and which is needed to enable Client to read or use the Deliverables will be obtained by the Client at its cost.

6. ELECTRONIC COMMUNICATIONS

  • In performing services under this Agreement, TIPL and/or Client may wish to Communicate or deliver documents electronically, via facsimile, electronic mail or similar methods (collectively, “e-mail”) using the respective official e-mail ids. Neither Party makes any assurance that any e-mail transmitted through internet/public network shall be free of the risks relating to e-mail including third party interception, viruses or other damaging computer code. It is recognized that e-mail shall be the prime mode of communication on project management and service delivery issues. 

7. ENGAGEMENT TIMELINE

  • Client will notify TIPL, in writing within ten (10) working days of its receipt (or such other time period as may be mutually agreed in the Engagement Letter) of any TIPL draft deliverable under this Agreement, whether or not the draft deliverable is accepted. If the draft deliverable is not accepted, the notice will specify in reasonable detail the reasons that the draft deliverable fails to meet the requirements described in this Agreement in all material respects. Acceptance by Client will not be unreasonably withheld. The passage of ten (10) working days (or such other time period as may be mutually agreed in the Engagement Letter) without notice of non-acceptance by Client, or use by Client of the draft deliverable, will constitute deemed acceptance by Client of the draft deliverable.  TIPL will take reasonable measures to remedy any failure of the draft deliverable to meet the requirements described in this Agreement in all material respects. The Client understands that any delay, by it, in accepting any draft deliverable shall have resultant effect on the planned timeline for the consecutive milestones. Either Party shall not commit resources to work on the subsequent milestones unless the issues relating to the submitted draft deliverables are fully resolved to mutual satisfaction.
  • Unless otherwise specifically agreed by TIPL and the Client for a particular draft deliverable, any draft deliverable which has been accepted as described above or which is used by the Parties as the basis for subsequent deliverables, will be considered to supersede (and prevail in the event of any conflict with) any preceding draft deliverable created or provided pursuant to this Agreement.
  • The Parties agree that the project plan or timeline contained in this Agreement may vary if the underlying assumptions vary or if the respective Parties do not perform their reciprocal promises in the planned manner.

8. OWNERSHIP

  •  TIPL owns the intellectual property rights (including, without limitation, any copyright) in its working papers and the Deliverables. The Client may, however, make copies of the Deliverables prepared by TIPL under this Agreement for use in accordance with the provisions of this Agreement. Subject to its confidentiality obligations under paragraph 9 below, any spreadsheet, database, system, technique, methodology, idea, concept, information, or know-how developed in the course of the Agreement may be used in any way TIPL deems appropriate, including by or for its clients, without an obligation to account to the Client.
  • Working Papers. It is acknowledged by the Client that the working papers of TIPL and TIPL Confidential Information, as defined in paragraph 9 (Confidentiality) below, belong exclusively to TIPL.

9. CONFIDENTIALITY

  • TIPL agrees that all information of a confidential nature identified, in writing, as confidential by the Client, or manifestly confidential, required to be disclosed to TIPL for the engagement are confidential information of Client (“Client Confidential Information”). The Client agrees that TIPL’s proprietary methodology, proprietary software, tools and any other information identified as confidential by TIPL, or manifestly confidential, are confidential information of TIPL (“TIPL Confidential Information”). The Client Confidential Information and TIPL Confidential Information are collectively referred to as “Confidential Information.” Each Party shall ensure that only such Confidential Information which serves the engagement objectives shall be disclosed to the recipient as per an agreed procedure to the identified individuals at the recipient’s end. Each Party shall use Confidential Information of the other Party which is disclosed to it only for the purposes of this Agreement and shall not disclose such Confidential Information to any third party, without the other Party’s prior written consent, however each Party will be entitled to disclose Confidential Information of the other Party on a need to know basis to its respective insurers or legal advisors (but in each case, only for the purposes of and in relation to any actual, potential or threatened dispute relating to provision or receipt of the Services). In any event, the confidentiality obligations herein shall subsist for a period of eighteen (18) months from the completion of the Services or expiry/ termination of the Agreement, whichever is earlier.
  • Notwithstanding anything to the contrary contained in this Agreement, neither Party shall be obligated to treat as confidential, or otherwise be subject to the restrictions on use, disclosure or treatment contained in this Agreement for, any information disclosed by the other Party (the “Disclosing Party”) which: (i) is rightfully known to the recipient prior to its disclosure by the Disclosing Party; (ii) is generally known or easily ascertainable by a non- party of ordinary skill in the business of  TIPL or the Client; (iii) is released by the Disclosing Party to any other person, firm or entity (including governmental agencies or bureaus) without restriction; (iv) is independently developed by the recipient without any reliance on Confidential Information of the Disclosing Party; or (v) is or later becomes publicly available without violation of this Agreement or may be lawfully obtained by a Party from any non-party; or (vi) is required to be compulsorily disclosed to governmental or regulatory agencies under applicable law. Neither Party will be liable to the other for inadvertent or accidental disclosure of Confidential Information if the disclosure occurs notwithstanding the Party’s exercise of the same level of protection and care that such Party customarily uses in safeguarding its own confidential information.
  • TIPL may use and disclose such Client Confidential Information, on a need to know basis, to its personnel, other  TIPL Firms and subcontractors (a) for the purposes of the Services and this paragraph 9; (b) for purposes incidental to the provision of Services, including quality and risk management reviews; and (c) for storage, hosting, IT and other maintenance and support facilities (including outsourcing of the same) in relation to information and data (including Client Confidential Information) relating to this Agreement.
  • Notwithstanding anything to the contrary, TIPL may retain copies of working papers prepared by TIPL and necessary supporting documentation upon which the Services are based to enable TIPL to maintain a professional record of its involvement and comply with applicable legal and regulatory requirements.
  • Citation of Services. Without limiting the responsibilities of confidentiality on TIPL as contained in this paragraph 9 (Confidentiality), TIPL may provide reference of this engagement in its capability statements as an indication of its experience. TIPL can also issue a press release, tombstone or any other related marketing issuance with respect to the responsibilities performed under this agreement.

10. TAXES

  • There shall be added to the charges under this Agreement, and Client shall pay to  TIPL, an amount equal to any taxes, levies and duties, however designated or levied, domestic or foreign, based upon such charges, this Agreement, the services or materials provided, or their use, including without limitation State and local Sales and Service taxes, which are paid by or are payable by TIPL, plus interest and penalties, if any, exclusive, however, of Indian Central, State or local taxes based on the net income of  TIPL. Should Client, making payment remittances to TIPL from outside India, be required under any law or regulation of any governmental entity or authority, domestic or foreign, to withhold any portion of the payments due to TIPL, then the sum payable to TIPL shall be increased by the amount so withheld. To clarify further, withholding tax provisions of any country except India will not apply to the payments made to TIPL.

11. PAYMENT OF FEES

  • Fees will be charged by TIPL as set out in the Engagement Letter. Out-of-pocket expenses will be added to the fees.
  • Time for payment of fees and expenses shall be of the essence. In the event that the Client disagrees with or questions any amount due under an invoice submitted by TIPL, the Client shall communicate such disagreement to TIPL along with the reasons for such disagreement, in writing, within seven (07) days of the invoice date.
  • Statements by TIPL as to the total work time or total charges which may be involved in providing specified services or fulfilling a particular assignment or engagement are supplied as estimates only and, whilst reasonable efforts will be made to calculate them with accuracy, no liability is accepted in respect thereof. Without prejudice to the foregoing, if during the course of rendering Services circumstances arise which make it clear that an estimate of total work time or total charges previously given will prove to be a material underestimate, TIPL will endeavor to give the Client reasonable notice specifying the circumstances concerned, stating an estimate of the additional work involved and estimating the increase in total work time or total charges which will result. Unless otherwise specified in the Engagement Letter, any fees estimate provided by TIPL does not include fees payable to outside counsel or other advisors, which shall be retained by the Client directly, if required.
  • All invoices will be due upon receipt. TIPL reserves the right to charge a reasonable commercial rate of interest on invoices that are overdue by more than one month.
  • Any fees quoted are valid for the specified period indicated in the Engagement Letter. Beyond that period, fees will be charged on the basis of current charge-out rates, for TIPL employees for the execution of the engagement.
  • Any delay by the Client in making timely payments may impact the ability of TIPL commit its resources to work on the subsequent milestones of the engagement.
  • Unless otherwise specified in the Engagement Letter, the amount billed will be payable regardless of whether or not the Transaction is completed.

12. SCOPE CHANGE

  • Either of the Parties may request changes to the Services. Changes must be agreed between the Parties and will be subject to reasonable adjustments to the fees and timetable. Changes which amount to the provision of additional services, rather than adjustments to the services already agreed, must be agreed in writing. Unless otherwise agreed in writing, any further work TIPL may carry out in connection with the Services (whether or not agreed in writing) will be carried out as part of this Agreement and subject to its terms.

13. LIABILITY

  • The entire and collective liability of TIPL arising out of or relating to this Agreement, including without limitation on account of performance or non-performance of obligations hereunder, regardless of the form of the cause of action, whether in contract, tort (including negligence), statute or otherwise, shall in no event exceed the total professional fees paid to TIPL under this Agreement.
  • Notwithstanding anything to the contrary, TIPL shall not under any circumstances be liable or responsible for any consequential, incidental, indirect, punitive, exemplary or special damages of any nature whatsoever, or for any damages arising out of or in connection with any malfunctions, delay, loss of data, loss of profit, interruption of service or loss of business or anticipatory profits.
  • Subject to the aggregate limit of liability specified in paragraph above, any liability  TIPL may have in connection with the Services or Agreement (whether in contract, tort (including negligence) or otherwise) will be limited to that proportion of the Client’s actual losses which were directly and solely caused by TIPL or, where losses were caused by a number of persons, is proportionate to degree of responsibility of TIPL.
  • TIPL accepts no responsibility for detecting fraud or misrepresentation, whether by management or employees of the Client or third parties. Accordingly, TIPL will not be liable in any way from, or in connection with, fraud or misrepresentations, whether on part of the Client, its contractors or agents, or on the part of any other third party.

14. ADDRESSEES

  • Where there is more than one Addressee, the limitation of liability specified in paragraph above must be allocated between the Addressees by them. Such allocation will be entirely a matter for the Addressees, who will be under no obligation to inform TIPL of it; if (for whatever reason) no such allocation is agreed, no Addressee will dispute the validity, enforceability or operation of the limitation of liability on the grounds that no such allocation was agreed.
  • Any actions or steps taken by any Addressee in relation to this Agreement will be deemed to be taken pursuant to a unanimous decision of all Addressees and such Addressees shall be jointly and severally responsible and liable for their acts and omissions unless the Engagement Letter states otherwise.
  • Group Entities. Client will procure that no member of its Group (unless it is an express Addressee), both whilst it is a member of the Client’s Group and thereafter, brings or seeks to enforce any claim or claims against TIPL or any other TIPL Firm or sub-contractors of TIPL, in respect of any liability relating to or arising out of the Services or the Agreement.
  • Commencement of Legal Proceeding. Any legal proceeding the Client brings arising from, or in connection with, the Services or the Agreement must be commenced within six (6) months from the date when Client become aware of, or ought reasonably to have become aware of, the facts which give rise to the alleged liability and, in any event, not later than three (3) years from the date of the Deliverable which has given rise to the alleged liability.
  • Exclusion of liability of other TIPL Firms. In the course of providing Services, TIPL may, at its discretion, draw on the resources of other TIPL Firms or sub-contractors. However, provision of the Services remains the responsibility of TIPL alone and Client will not bring any claim, whether in contract, tort (including negligence) or otherwise against any other TIPL Firm or sub- contractors of TIPL, in respect of this Agreement or the Services. Any other TIPL Firm who deals with the Client in the course of providing the Services does so on behalf of TIPL alone. The provisions of the above paragraphs have been stipulated by TIPL expressly for the benefit of such other TIPL Firms and sub-contractors of TIPL. Any claim relating to the provision of Services by TIPL, other TIPL Firms, sub-contractors of TIPL or their respective staff will be made against TIPL alone.

15. WARRANTIES

  • TIPL shall provide Services as per agreed scope of work. Notwithstanding anything to the contrary contained in this Agreement, the Client acknowledges that TIPL has made no warranties, express or implied, or whether arising by operation of law, course of performance or dealing, custom, usage in the trade or profession or otherwise (including without limitation implied warranties of merchantability and fitness for a particular purpose or any representations, warranties or guarantees of any nature in respect of the Services or satisfactory conclusion of the Services or with respect to the economic, financial or other results which may be experienced by the Client as a result of the provision of the Services).

16. TERM, TERMINATION AND SUSPENSION

  • Duration. This Agreement will be effective from the date stated in the Engagement Letter, if any, or the commencement of Services, whichever is earlier. Unless the Engagement Letter states otherwise, this Agreement will continue until the Services and Deliverables have been provided, and the agreed professional fees and expenses have been paid by the Client in relation thereto, unless it is terminated earlier in accordance with the terms set out below under any of the paragraphs given below.
  • Suspension. If Client does not pay to TIPL by the stipulated date(s) as specified in the Engagement Letter, TIPL shall be entitled (without prejudice to its any other rights) to suspend all work for Client under the Agreement. During such suspension period, TIPL and Client shall proactively try to resolve the issues through dialogue. If no resolution is reached before end of two months from the date of suspension, the Agreement shall automatically terminate unless suspension period is extended, in writing, by TIPL.
  • Termination on Notice. Unless otherwise provided in the Engagement Letter or mutually agreed, either Party may terminate this Agreement with a written notice of not less than forty-five (45) days, except where all or part of the Services are provided on a success/contingent fee basis, in which case no Party may terminate this Agreement on notice pursuant to this paragraph 17, unless the Engagement Letter states otherwise. The ten (10) business days preceding the date of termination shall be utilized for completing the necessary handover/takeover formalities.
  • Termination for Breach. Unless otherwise mutually agreed, this Agreement may be terminated by a Party by written notice if another Party commits a material breach of any term of this Agreement which is not remedied within thirty (30) days of a written request to remedy the same (or, if it is not practical to remedy the breach within such period, where reasonable steps have not been taken within the thirty(30) days towards remedying the breach).
  • Termination for Regulatory Reasons. This Agreement may be terminated by TIPL at any time by notice with immediate effect if it reasonably believes that its performance, or any aspect of it, results, or might result, in TIPL or any other TIPL Firm breaching any legal, regulatory, ethical or independence requirement in any jurisdiction. Notwithstanding the above, TIPL may either suspend the Agreement or seek to agree variations to this Agreement to avoid such breach.
  • Effect of Termination. On the termination of this Agreement, Client will pay TIPL for all Services provided up to the date of termination and any related expenses. In the case of Services provided on a fixed price fee or contingent fee basis, unless the Engagement Letter states otherwise, and without prejudice to any fees that may become due after termination, the Client will pay TIPL all sums due at the date of termination in accordance with the payment plan set out in the Engagement Letter, plus any retention of fees, together with fees (at our then standard time and materials fee rate) for Services provided after the date of the last applicable payment under the payment plan.
  • Survival. The provisions of this Agreement which expressly or by implication are intended to survive its termination or expiry will survive and continue to bind each Party. Termination of the Agreement will be without prejudice to any accrued rights of each Party.

17. REMEDIATION OF SERVICE-RELATED ISSUES

  • If Client has any concerns or complaints about the Services, it should not hesitate to discuss them with the Engagement Leader.
  • Any service-related issues arising from or in connection with this Agreement (or any variation or addition thereto) shall be brought to the notice, in writing, to TIPL within one month from the date when Client has the knowledge of or ought reasonably to have such knowledge of the facts which give rise to the alleged service-related issues and in no event, later than six months from the date of completion of Services.

18. CHOICE OF LAW

  • This Agreement will be governed by and construed in accordance with the laws of India.

19. DISPUTE RESOLUTION

  • Any dispute arising out of the Agreement shall be referred to the nominated senior representatives of both the Parties for resolution through conciliation. In case, any such difference or dispute is not amicably resolved within forty-five (45) days of such referral, it shall be resolved through Arbitration, in India, in accordance with the provisions of Arbitration and Conciliation Act 1996. The venue of the arbitration shall be at Bangalore, India. The authority of the arbitrator(s) shall be subject to the terms of this Agreement, including the provision of paragraph 15 (Liability). The proceedings of arbitration, including arbitral award, shall be kept confidential.

20. GENERAL

  • No Unfair practices. Neither Party shall engage, abet, solicit or induce the other Party to engage in corrupt, unfair, fraudulent or other such practices (including anti- competitive or supporting money laundering). If in the course of providing the Services, the partners or staff of TIPL know or suspect that anyone is involved in such practices, TIPL may be obliged to report about such practices to senior management of Client and / or to the relevant statutory authorities. Nothing in the Agreement shall require TIPL to perform services which may cause it to breach any professional or regulatory rules or guidelines.
  • Conflicts of Interest. TIPL and other TIPL Firms provide, and shall continue to provide, a wide range of services for a large number of other clients, some of whom may be in competition with the Client or have interests which conflict with the Client. Neither TIPL nor other TIPL Firms will be prevented or restricted by virtue of the relationship of TIPL with the Client under this Agreement from providing services to such other clients. Whilst TIPL has established procedures to identify conflict of interest situations, it cannot be certain that it will identify all of those which may exist or which may develop. Client undertakes to notify TIPL of any conflicts relating to the Services TIPL provides to the Client under this Agreement, of which Client is or becomes aware. Where any such conflicts are identified and TIPL believes that Client’s interests can be properly safeguarded by the implementation of appropriate procedures, TIPL will discuss and agree with Client the arrangements, which TIPL will put in place to preserve confidentiality and to ensure that its services, advice and opinions are wholly objective throughout the duration of its engagement.
  • Independence Requirements. If TIPL and/or any other TIPL Firm(s) provides any other services to Client and/or one of Client group members, independence regulations may restrict the scope of services that TIPL can provide to the Client. Whilst TIPL has procedures to identify such situations, it cannot be certain that it will identify all of those that may exist or that may develop. Client shall therefore notify TIPL, if TIPL or any other TIPL Firm provides services to Client or any of Client group entities. Where such situations are identified, TIPL will discuss with Client any limitations that exist and any arrangements that need to be implemented or designed to ensure that independence regulations are not breached including, where necessary and as applicable, the termination of services or the termination or suspension of the Services provided under the Engagement Letter. In addition, to enable TIPL to comply with all applicable independence requirements, Client agrees that it will provide TIPL with timely, accurate and complete information regarding the legal and control structure of Client and any group to which Client belongs.
  • Non-Solicitation. Except as may be otherwise agreed in writing by the Client and TIPL, during the term of this Agreement and for twelve (12) months thereafter, neither Client nor TIPL shall offer employment to or employ any person employed then or within the preceding twelve (12) months by the other if such person was involved, directly or indirectly, in the performance of this Agreement.
  • Force Majeure. Neither  TIPL nor the Client will be in breach of the Agreement if any total or partial failure by it of its duties and obligations is occasioned by sudden or unplanned events, beyond either Party’s control, disrupting common life e.g. earthquake, unprecedented rains, major traffic disruption, power or internet outage, fire, terrorist attacks, riots, elections or political processions or strikes and other acts of God. If such reasons continue to prevent performance of either Party’s obligations for a period of more than seven (07) working days, the Parties shall mutually decide a way forward. In case the services are terminated due to Force Majeure, the provisions of paragraph 17 (Effect of Termination) shall apply with respect to payment of fees and expenses.
  • Assignment. Neither Party may, nor shall have the power to assign or transfer this Agreement without the prior written consent of the other Party, except that TIPL may without consent assign or transfer this Agreement to a successor to the business of TIPL to which this Agreement relates.
  • Consents and Approvals. Where agreement, approval, acceptance, consent or similar action by the Client or TIPL is required under this Agreement, such action shall not be unreasonably delayed or withheld.
  • Amendment. No amendment, change order, waiver or discharge of the Agreement shall be valid unless it is in writing and signed by an authorized representative of the Party against whom such amendment, change order, waiver or discharge is sought to be enforced.
  • Validity. If any provision of this Agreement is held to be invalid, in whole or in part, such provision (or relevant part, as the case may be) shall be deemed not to form part of this Agreement. In any event the enforceability of the remainder of this Agreement will not be affected.
  • Conflicts. Notwithstanding anything to the contrary, in the event of a conflict between these Terms and Conditions and the Engagement Letter to which they may be attached, these Terms and Conditions shall control except to the extent otherwise expressly amended in the Engagement Letter by providing specific reference to the concerned paragraph in these Terms and Conditions.
  • The headings and titles in this Agreement are included to make it easier to read but do not form part of this Agreement.

21. DEFINITIONS

  • “Addressee” means: (a) the original addressee of the Engagement Letter; and (b) any other person whom the Client and TIPL have expressly agreed in writing may have the benefit of the Services, and to whom TIPL has expressly assumed a duty of care in respect of the Services under written arrangements (signed by both TIPL and such other persons) or by written notice to them;
  • “Deliverable(s)” means the final versions of materials, documents (in whatever format), software or other items provided by TIPL in the performance of its Services, as identified in the Engagement Letter;
  • “Engagement Letter” means a letter setting out details of the Services to be provided by TIPL to the Client. The Engagement Letter includes its schedules, appendices and attachments (if any);
  • “Group” means, for the purposes of paragraphs 14, and 15 only: (a) the Client, and any Client Affiliate; the Client Affiliate for the purposes of this definition means and includes any entity that directly or indirectly controls, is controlled by, or is under common control with the Client, where “control” means (i) the ownership of, or the power to vote, a majority of the voting stock, shares or interests of an entity and/or (ii) the power to direct or cause direction of the management or policies of such entity, whether through ownership or voting securities, by contract, or otherwise. An entity that otherwise qualifies under this definition will be included within the meaning of “Client Affiliate” even though it qualifies after execution of this Agreement; and (b) any representative or assignee (whether direct or indirect) of the above;
  • “Party” or “Parties” means the party or parties to this Agreement;
  • “TIPL Firm(s)” means any entity (whether or not incorporated) which carries on business under a name which includes all or part of the TIPL name or is otherwise within (or associated or connected with an entity within); 
  • “TIPL” shall mean TariffWolf India Private Limited and / or TariffWolf India Private Limited (“TIPL”), a private limited company having registered office at Salarpuria Symbiosis, Bannerghatta Road, Bengaluru – 560076 Karnataka India;
  • “Transaction” means transaction/ proposed transaction identified in the Engagement Letter, in connection with which TIPL has been engaged to provide Services;
  • “Services or Scope of Work” shall have the meaning provided under paragraph 1.

22. TERMS

  • Neither TIPL nor the Client shall be liable to each other for more than fees paid under this arrangement. TIPL warrants that its services will be performed in a professional and workman like manner in accordance with applicable professional standards.

23. ACCEPTANCE

  • If this letter correctly expresses your understanding, please sign the duplicate copy of this engagement letter, where indicated and return it to us.
  • We are greatly enthused at this opportunity and look forward to a mutually satisfying association.