The following terms of business apply to business advisory services engagements accepted by Riar. All work carried out is subject to these terms except to the extent that changes are expressly agreed in writing.
We will provide the services described in our engagement (or such variations as may subsequently be agreed in writing between us) with reasonable skill and care, in accordance with the professional standard expected of us, and in a timely manner. The nature and content of any advice that we provide will necessarily reflect the specific scope and limitations of our engagement, the amount and accuracy of information provided to us, and the timescale within which the advice is required. We will not, normally, seek to verify or check any information provided to us by you or by others on your behalf, and you acknowledge that we shall be entitled to rely on such information when performing our obligations under this engagement. If general information or advice is provided, the applicability thereof will depend on the particular circumstances in which it is to be used by you (of which we might not be aware) and should be viewed accordingly. In relation to any particular transaction, specific advice should always be sought and all material information related thereto should be provided to us.
In relation to all our work for you, it is the responsibility of your staff to provide us with complete, accurate, timely and relevant information and to carry out any other obligations ascribed to you or others under your control. In addition, you agree to keep us informed of any material developments or proposals relating to the business or operations of your organization, which may have a bearing on our engagement.
While we believe that our engagement deliverables will reflect a reasonable interpretation of the relevant laws in India, there cannot be any guarantee or assurance that the Indian authorities will agree with our analysis and conclusions. Therefore, we shall not be liable in case any additional tax, interest or penalty is levied on Organization as a result of reliance on our engagement deliverables. RIAR’s liability shall be limited solely to direct damages sustained as a result of the gross negligence or willful misconduct of RIAR personnel in the performance of the services. RIAR’s total liability shall be limited to the fees actually paid to RIAR for that part of the services giving rise to the liability. In no event shall RIAR be liable to Organization or any third party for further damages or expenses even if RIAR has been advised of the possible existence thereof.
Further, Organization also agrees to hold harmless RIAR, its directors and employees free from all actions, claims, proceedings, losses, damages, costs and expenses, whatsoever and however caused, incurred, sustained or arising, which RIAR, its directors and employees may suffer, arising from, or in connection with, the provision of the services. This provision shall survive the termination of the engagement for any reason.
With respect to third parties and third party claims, Organization and its affiliated entities shall indemnify and hold harmless RIAR (including its affiliates, their partners, principals and personnel) to the full lawful extent against any claims, liabilities, costs and expenses brought against, paid or incurred by Organization at any time and in any way arising out of or relating to RIAR’s services hereunder, Organization’s use of the deliverables, or this agreement, except to the extent finally determined to have resulted from the gross negligence or wilful misconduct of RIAR’s personnel.
Subject to confidentiality restrictions set forth herein, RIAR and its affiliates shall have the right to render similar services to any third parties, even if such parties are in competition with the Organization , provided that, in the event the Organization has given RIAR prior notice of a potential conflict, RIAR shall either obtain a waiver of both parities, or, in the absence of such waiver (which should not be unreasonably withheld or delayed), refrain from rendering similar services in a manner which would create a conflict with respect to such circumstances.
The reports, letters, information and advice we provide to you during this engagement are given in confidence solely for the purpose of this engagement and are provided on the condition that you undertake not to disclose these, or any other confidential information made available to you by us during the course of our work, to any third party (being a party other than those to whom the report, letter, information or advice is addressed) without our prior written consent.
With respect to this agreement any information supplied in connection with agreement, it is agreed that the parties shall (1) protect the confidential information in a reasonable and appropriate manner or in accordance with the applicable professional standards, (2) use confidential information only to perform obligations under this agreement, and (3) reproduce confidential information only as required to perform its obligations under this agreement. Confidentiality provisions included herein shall not apply to information which is (a) generally available to the public, (b) available or becomes available to one party on a non-confidential basis from a source other than the other party, (c) disclosed by the party to a third party without restriction, (d) is developed by one party independent of any information furnished by the other party, or of any information furnished on a confidential basis, or (e) is disclosed pursuant to legal requirements, with prior intimation to Organization . The above confidentiality restrictions do not apply to any person or entity that files a US income tax return, or to any written or oral advice that affects US income taxes. Subject to the foregoing, RIAR shall have the right to disclose confidential information to governmental agencies authorized to request such information in accordance with relevant legislations, in accordance with proper request for provision of such information, and it shall not be liable for such disclosure. The confidentiality obligations set forth herein shall apply for a period of twelve months from the date of disclosing the confidential information.
We retain all copyright and other intellectual property rights in everything developed by us either before or during the course of an engagement including systems, methodologies, software, know-how and working papers. We also retain all copyright and other intellectual property rights in all reports, written advice or other materials provided by us to you although you will have the full right to distribute copies of these materials within your own organization for the purposes of this engagement.
RIAR acknowledges our statutory responsibility to co-operate with Organization’s health and safety requirements, provided we are given notice of these. Whilst on Organization’s premises our partners, staff, agents and sub-contractors shall be afforded by Organization the same protection for health and safety purposes as is due to Organization employees. If we are required by Organization to enter the premises of a third party Organization will procure that the third party also affords such protection to our partners, staff, agents and subcontractors as is due to its employees.
From time to time, RIAR may use the services of affiliated companies or staff from other member firms of Riar Global to assist it in providing services to Organization, without obtaining the prior approval of Organization. When RIAR uses the services of such partners or staff in connection with this agreement they are deemed to be acting as its servants or agents and not the partners, servants or agents of any other person (including any other member firm of Riar Global) and RIAR is liable for their activities as if they were in all respects its partners and staff. Accordingly, neither Riar Global nor any other member firm of Riar Global assumes any responsibility to Organization in connection with this agreement.
Our services may be terminated by either party, by notice in writing to the regular correspondence address of the other party marked to the appropriate Director or contact person. In the event of termination, fees and expenses incurred to the date of termination shall be payable.
Neither you nor we shall be liable in any way for failure to perform, or delay in performing, our respective obligations under this engagement if the failure or delay is due to causes outside the reasonable control of the party which has failed to perform.
In the event that any of the terms of business are held to be invalid, the remainder of the terms will continue in full force and effect.
This Engagement Letter contains the entire agreement of the parties hereto, is in lieu of all other compensation arrangements, and supersedes all prior understandings between RIAR and Organization with regard to the Services. The agreements herein may be changed only by written agreement signed by the party against whom enforcement of any waiver, change, modification, extension or discharge is sought.
These terms of business shall be governed by and construed in accordance with the laws of India and any dispute arising out of this engagement or these terms shall be subject to the exclusive jurisdiction of Indian courts.