Terms & Condition
General Terms & Conditions
These General Terms & Conditions (“Terms”) apply to all proposals, engagement letters, statements of work, offers, and services provided by AventaaGlobal (“AventaaGlobal”, “we”, “us”, “our”) to a client (“Client”, “you”, “your”).
Where a specific AventaaGlobal entity is named in the Engagement Letter/Proposal, that entity will be the contracting party for that engagement.
1. Definitions and Interpretation
1.
Engagement Letter / Proposal means the document (including any statement of work, scope, fee schedule, or change order) that sets out the services, deliverables, assumptions, timelines, and commercial terms.
2.
Services means the professional services to be performed by AventaaGlobal as described in the Engagement Letter/Proposal.
3.
Deliverables means written outputs, reports, presentations, analyses, models, emails, or other work products specifically created for you as part of the Services.
4.
Confidential Information means all non-public information disclosed by one party to the other in connection with the Services, including business, financial, technical, and personal data.
5.
Personal Data has the meaning given under applicable data protection laws.
2. Applicability and Order of Precedence
1.
These Terms apply to all engagements unless expressly varied in writing by AventaaGlobal.
2.
If there is any inconsistency between (a) the Engagement Letter/Proposal and (b) these Terms, the Engagement Letter/Proposal will prevail to the extent of the inconsistency.
3.
Any client purchase terms, vendor terms, or other standard terms are rejected unless AventaaGlobal expressly accepts them in writing.
3. Engagement Acceptance and Independence
1.
We may conduct client acceptance checks (including conflict checks and other professional/regulatory checks) before commencing Services.
2.
We may decline or discontinue an engagement if continuing would conflict with legal, regulatory, ethical, or professional obligations.
4. Scope, Deliverables and Professional Standard
1.
We will perform the Services with reasonable skill and professional care, consistent with the nature of the engagement.
2.
We do not guarantee any specific outcome (including tax positions being accepted by a tax authority, regulator, counterparty, or court).
3.
Unless expressly stated, our Services do not include:
legal representation in court,
audit of financial statements, or
services outside the agreed scope.
4.
Timelines are indicative unless the Engagement Letter/Proposal expressly states a binding deadline.
5. Your Responsibilities
To deliver efficiently and accurately, you agree to:
1.
provide complete and accurate information on a timely basis;
2.
promptly inform us of any changes or new facts that may affect the Services;
3.
ensure you have the right to share information with us (including personal data and third-party information); and
4.
take responsibility for decisions and implementation actions unless we expressly agree to implement on your behalf.
You are responsible for the accuracy and completeness of information provided by you or on your behalf.
6. Reliance and Use of Deliverables
1.
Deliverables are prepared for your internal use and the specific purpose described in the Engagement Letter/Proposal.
2.
You may not provide Deliverables to any third party (including investors, lenders, acquirers, affiliates, auditors, or advisors) without our prior written consent, unless:
disclosure is required by law or a competent authority (and, where permitted, you notify us in advance), or
the Engagement Letter/Proposal expressly allows such sharing.
3.
No third party may rely on our Deliverables unless we expressly agree in writing that such party is an intended reliance party and on what terms.
7. Fees, Expenses, and Invoicing
1.
Fees are as set out in the Engagement Letter/Proposal (fixed fee, time-based, milestone-based, or a hybrid).
2.
Out-of-pocket expenses (e.g., travel, lodging, official fees, database costs where applicable) may be charged as agreed.
3.
Unless otherwise stated, invoices are payable within 14 days of invoice date.
4.
If payment is overdue, we may:
suspend Services until payments are received, and/or
charge interest/late fees as permitted by applicable law.
5.
You are responsible for any applicable taxes on our fees (e.g., GST/VAT) unless the Engagement Letter/Proposal states otherwise.
8. Changes to Scope
1.
Any work beyond the agreed scope will be treated as out-of-scope and may require a revised scope, timeline, and fees.
2.
We are not obliged to perform out-of-scope work unless we confirm in writing.
9. Use of Subcontractors and Specialists
1.
We may use appropriately qualified team members, specialists, or subcontractors to deliver the Services.
2.
Where subcontractors are used, we remain responsible for overall delivery to the extent required under the Engagement Letter/Proposal and applicable law.
10. Confidentiality
1.
Each party will keep the other party’s Confidential Information confidential and use it only for the engagement.
2.
We may disclose Confidential Information:
to our personnel and permitted subcontractors who need it to perform Services (subject to confidentiality obligations),
to our professional advisors and insurers (in confidence),
as required by law/regulator/professional obligations.
3.
Confidentiality obligations do not apply to information that is already public (without breach), independently developed, or lawfully obtained from another source.
11. Data Protection
1.
Each party will comply with applicable data protection laws.
2.
Where we process Personal Data on your behalf for the Services, we will:
process it only for performing the Services and related legitimate business purposes (e.g., quality, risk, compliance),
implement appropriate organisational and technical security measures, and
engage subprocessors only with appropriate safeguards.
3.
Cross-border transfers: if information is stored or accessed outside your country, we will ensure reasonable safeguards aligned with applicable laws and risk.
12. Intellectual Property
1.
We retain all rights in our pre-existing materials, tools, templates, methodologies, know-how, and proprietary frameworks.
2.
You receive a non-exclusive, non-transferable licence to use the Deliverables for your internal purposes and the specific purpose of the engagement.
3.
You may not copy, reproduce, or commercialise our proprietary materials without prior written consent.
13. Communications and Electronic Risks
1.
We may communicate by email and other electronic means.
2.
You acknowledge risks inherent to electronic communications (e.g., interception, delay, malware). We take reasonable precautions but are not responsible for issues outside our reasonable control.
14. Record Retention
We may retain engagement records for the period required under applicable laws, professional standards, and internal risk policies. Unless otherwise required, records may be securely destroyed after the relevant retention period.
15. Limitation of Liability
1.
To the maximum extent permitted by law, we will not be liable for:
indirect, consequential, incidental, special or punitive damages;
loss of profits, revenue, business opportunity, or goodwill; or
losses arising from your delay, omissions, inaccurate information, or failure to implement recommendations.
2.
Our total aggregate liability (in contract, tort, statute, or otherwise) arising out of the engagement will be limited to the amount stated in the Engagement Letter/Proposal, or if no amount is stated, the fees actually paid to us for the Services under that engagement.
3.
Nothing in these Terms limits liability for fraud, wilful misconduct, or any liability that cannot be limited under applicable law.
4.
Any claim must be notified to us promptly and, in any event, within the limitation period permitted under applicable law.
16. Indemnity (Third-Party Claims)
You will indemnify and hold us harmless against third-party claims arising from:
inaccurate or incomplete information provided by you or on your behalf,
your misuse or unauthorised sharing of Deliverables, or
your breach of these Terms, except to the extent caused by our fraud or wilful misconduct.
17. Termination
1.
Either party may terminate an engagement by written notice, subject to any notice period set out in the Engagement Letter/Proposal.
2.
We may suspend or terminate immediately if:
fees remain unpaid beyond agreed terms,
you fail to provide required inputs within a reasonable time, or
continuing the engagement would breach legal/professional obligations.
3.
Upon termination, you will pay for Services performed and expenses incurred up to the termination date.
18. Complaints and Escalation
If you have concerns about our Services, please notify us in writing. We will review and attempt to resolve issues promptly through an internal escalation process.
19. Governing Law and Dispute Resolution
1.
Unless otherwise stated in the Engagement Letter/Proposal, these Terms and the engagement are governed by the laws of India.
2.
Courts at Pune, Maharashtra will have exclusive jurisdiction, unless the Engagement Letter/Proposal specifies another forum.
3.
Before initiating proceedings, both parties will attempt good-faith resolution through senior-level discussions.
(If you prefer arbitration instead of courts, I can provide an arbitration version as well.)
20. Miscellaneous
1.
Severability: if any provision is held invalid, the remainder remains effective.
2.
3.
Assignment: you may not assign the engagement without our written consent.
4.
Entire agreement: the Engagement Letter/Proposal and these Terms form the agreement for the Services.
Footer note for the website page (optional)
These General Terms & Conditions are intended to support clarity on engagement operating terms. Specific engagements are governed by the relevant Engagement Letter/Proposal read with these Terms.