Standard Terms and Conditions of Engagement

Interpretation

The following terms shall mean:

“Client” means any person, firm, company or organisation for which RSM India (here referred as “The Service Provider”) has agreed to provide the Services in accordance with these Standard Terms and Conditions.

“Services” means the services to be provided by the Service Provider for the Client and shall be in accordance with the Proposal entered between the Service Provider and the Client.

Standard Terms and Conditions

• Performance of services: The Service Provider reserves the right to assign personnel to perform the above referred services and would assign personnel who are, in the Service Provider’s judgment, qualified to complete the services requested.
• Non-solicitation: During the term of the engagement and 2 years thereafter, the Client shall not, directly or indirectly, offer or solicit the services (through employment or otherwise) of any employee of the Service Provider who is directly or indirectly involved in performing or assisting with performance of the assignment.
• Verbal advice: Verbal advice that is not confirmed by the Service Provider in writing is merely the Service Provider’s preliminary reaction and not to be acted upon by the Client. The Client should not proceed in reliance on advice until receiving such written confirmation.
• Electronic communication of information: The Service Provider may communicate with the Client electronically (e.g. emails, web upload, etc.) from time to time on the basis that in consenting to this method of communication the Client accepts the inherent risks that electronic transmission of information cannot be guaranteed to be secure or error free and such information could be intercepted, corrupted, lost, destroyed, arrived late or be incomplete or otherwise be adversely affected or unsafe to use and that the Client shall perform virus checks. Accordingly, the Service Provider shall not have any liability to the Client arising from or in connection with the electronic communication of information to the Client.
• Force Majeure: The Service Provider shall not be responsible or liable for any delay in delivery or in the provision of services due to fires, strikes, labour disputes, war, civil commotion, delays in transportation, or material, failure of the Client to provide any agreed upon information or equipment, communication line failure, power failure, failure of computer equipment or software or any other causes beyond the control of the Service Provider. The existence of such delays shall extend the time for performance on the part of the Service Provider to such extent as may be necessary to enable the Service Provider to perform after the cause of delay has been removed.
• Claim: No claim arising out of services rendered by the Service Provider shall be asserted more than three years after the date of the provision of service or one year after the date of termination of the relationship, whichever is earlier.
  Liability: The Service Provider’s liability, if any, in contract, tort or otherwise arising in connection with any matter relating to the service shall not exceed in total the amount paid by the Client to the Service Provider for this service, during the 12-month period immediately prior to the cause of action arising or actual loss incurred by the client (as determined by the final court of competent jurisdiction), whichever is lesser. In no event shall the Service Provider be liable for consequential, special, incidental or punitive loss, damage or expense (including without limitation, lost profits, opportunity costs, etc.) even if the Service Provider has been advised of their possible existence. 
• Payment terms: The invoice shall be raised as per the above terms and the payment shall be made within 15 days of receipt of dated invoice.
• Tenure: The tenure of this relationship shall be as per the agreed terms.
• Variations in Standard Terms: The Service Provider shall provide services to the Client subject to these conditions which shall be in addition to the terms and conditions as mutually agreed in writing. Any changes or additions to the Services or these conditions must be agreed in writing by the Service Provider and the Client.
• Views expressed – Assumptions & Limitations: Service Provider’s views may differ depending upon changes in facts, circumstances or legal provisions. Governmental or judicial authorities may or may not subscribe to the views expressed herein. 
• Applicable law and jurisdiction: The arrangement would be subject to laws applicable in Mumbai and court of law of Mumbai, India.