Terms of Engagement

These Terms of Engagement ("Terms") govern the professional relationship between Avnish S & Associates ("The Firm") and the Client. By instructing the Firm to proceed with any legal, compliance, or representation work, or by executing a formal mandate, you agree to be bound by these Terms, unless otherwise explicitly modified by a specific, signed Engagement Letter.

1. Scope of Services

The Firm agrees to provide corporate governance, taxation, FEMA advisory, secretarial, and/or litigation representation services as specifically requested by the Client. The scope is strictly limited to the matters detailed in the written correspondence, initial invoice, or Engagement Letter.

• The Firm acts purely in a legal advisory capacity and not as a business partner, financial underwriter, or operational decision-maker for the Client.
• Any legal opinion rendered by the Firm is based on the laws, regulations, and judicial precedents in force at the specific time of the opinion. The Firm assumes no continuous obligation to update previously rendered opinions for subsequent changes in law unless a specific ongoing retainer agreement is active.

2. Professional Fees & Billing Policies

2.1 Billing Structure

Fees are determined based on the complexity of the matter, the skill required, time expended, and urgency. The billing model—whether Fixed Fee, Monthly Retainer, or Hourly Rates—will be agreed upon in writing prior to the commencement of work.

2.2 Out-of-Pocket Expenses (Disbursements)

The Firm's professional fees are exclusive of actual expenses incurred during the execution of services. The Client is fully responsible for reimbursing all out-of-pocket expenses, including but not limited to:

• Government filing fees, stamp duties, and registration charges.
• Travel, accommodation, and conveyance outside the primary jurisdiction.
• Senior Counsel fees (if briefed with client consent), external auditor fees, or third-party expert charges.
• Notary, extensive courier, and document procurement costs.

2.3 Payment Terms & Late Fees

Unless specified otherwise in an Engagement Letter, invoices are payable immediately upon receipt. Failure to settle invoices within 15 days of presentation may result in a suspension of ongoing services and withholding of documents/filings until the account is cleared. The Firm reserves the right to charge interest at 18% per annum on overdue amounts.

3. Client Obligations & Warranties

To ensure effective, ethical, and timely representation, the Client agrees to and warrants the following:

• Provide complete, accurate, and honest disclosure of all relevant facts, communications, and documents related to the matter.
• Respond promptly to the Firm's requests for instructions, approvals, signatures, or information. Delays by the client may impact statutory deadlines.
• Ensure that any documents provided to the Firm are authentic, legally valid, and not forged or fabricated.

4. Confidentiality, Data Protection & Technology

We adhere to rigorous confidentiality protocols. All information shared by the Client is treated as legally privileged. We will not disclose your confidential information to any third party except:

• When required by law, statutory authority, or a competent court order.
• When disclosure is necessary to advance the client's case (e.g., filing documents with the NCLT, ROC, or RBI).

Digital Ecosystem: Clients utilizing our proprietary platforms (such as LawOrbit or LexLedger) acknowledge that while the Firm employs enterprise-grade encryption and zero-trust policies, the Firm is not liable for data breaches resulting from compromised client credentials or endpoint vulnerabilities on the client's side.

5. Strategic Alliances & Third-Party Engagements

Avnish S & Associates maintains a strategic alliance with LAW WHEELS SERVICES LLP for specialized cross-border litigation, FEMA compounding representation, and real-estate due diligence. By engaging the Firm, the client consents to the delegation or co-counseling of specific matters to LAW WHEELS SERVICES LLP or other vetted external counsel when deemed necessary for the best interest of the case. Billing for such collaborative efforts will be transparently communicated.

6. Limitation of Liability

To the maximum extent permitted by applicable law, the Firm’s total cumulative liability for any claim, error, omission, or negligence arising out of the engagement shall be strictly capped at, and limited to, the actual professional fees paid by the Client for that specific assignment or phase of work.

Under no circumstances shall the Firm, its partners, or associates be liable for any indirect, consequential, incidental, or punitive damages, including loss of profits, loss of business opportunity, or reputational damage.

7. Termination of Engagement

Either party may terminate the engagement by providing written notice (via email or physical letter). Upon termination:

• The Client remains fully liable to settle all outstanding fees and disbursements for work completed or time expended up to the date of termination.
• The Firm retains the right to exercise a lien over client papers, documents, and corporate seals until all outstanding invoices are cleared in full.
• The Firm is authorized to file necessary applications to withdraw as counsel of record before any tribunal (e.g., NCLT) or authority.

8. Governing Law & Jurisdiction

These Terms, and the professional relationship between the Firm and the Client, shall be governed by and construed in accordance with the laws of the Republic of India. Any disputes, claims, or fee recovery proceedings arising out of this engagement shall be subject to the exclusive jurisdiction of the competent courts located in Noida, Gautam Buddha Nagar, Uttar Pradesh.