Standard Terms of Business – Mool Apparels Private Limited
The following are the terms and conditions applicable to the delivery of services by
Mool Apparels Private Limited (‘Mool or the Company’ or ‘we’) under the Letter of Engagement.
The Letter of Engagement and these Terms (hereinafter referred to as ‘the Contract’) together comprise of the entire agreement for the provision of the Services by Mool Apparels Private Limited to you and supersede all previous letters of engagement, undertakings, agreements and correspondence between us regarding the specific Services to be provided by us under the Letter of Engagement.
- Definitions
Services mean the services to be provided by us under the Letter of Engagement. Company or we (or its derivatives) mean Mool Apparels Private Limited.
- Confidentiality
During the course of performance of Services, we may acquire sensitive information concerning your business or affairs (hereinafter referred to as ‘Confidential Information’). We shall preserve the confidentiality of Confidential Information and shall not disclose it beyond those of our partners or employees who are engaged in the delivery of services unless permitted by you or by this clause.
Confidential Information may be shared by us with our partners and employees on a need-to-know basis and may be accessed by other parties who facilitate the administration of our business or support our infrastructure. We shall remain responsible for preserving confidentiality of the confidential Information shared with our partners, employees and such other parties.
However, this clause shall not apply where the Confidential Information properly enters the public domain. It will also not prohibit the disclosure of Confidential Information by us where we are required by law or a competent authority (including revenue authorities) to disclose the same. We shall not incur any responsibility or liability to you for any loss or damage or any other adverse consequences that may result from, arise from, or be connected with such disclosure. We may also disclose Confidential Information to our professional indemnity insurers or other advisers, in which event we shall do so in confidence only.
We may disclose in our external communications the fact that we have performed work for you, in which event we may identify you by your name and/or logo and may indicate the general nature or category of such work and any details properly in the public domain.
- Performance of Services
The Services shall be performed by us with reasonable skill and care.
Any advice, report or other deliverable provided by us in respect of the Services is for your benefit only. We disclaim all responsibility or liability for any costs, damages, losses, liabilities, expenses incurred by anyone as a result of deliverables contrary to the provisions of this clause.
- Information and Communications
Unless otherwise agreed in the Letter of Engagement, we will not independently verify the accuracy of information and documents provided by you to us for the purpose of providing the Services. We shall not be liable for any loss or damage arising from any inaccuracy or other defect in any information supplied by you.
We may communicate with you by electronic mail on the basis that you accept the inherent risks therein. We may also, at your request, send documents to an electronic storage facility hosted or controlled by you or at your direction, in which event, you shall be responsible for the security and confidentiality at such facility.
- Force Majeure
Neither we nor you shall be in breach of our contractual obligations or shall incur any liability to the other if we or you are unable to comply with this contract as a result of any cause beyond our or your reasonable control. In the event of any such occurrence, each party shall, as soon as reasonably practicable, notify the other, who shall have the option of suspending or terminating the operation of this contract immediately.
- Third Party Rights
This contract shall not create or give rise to, nor shall it be intended to create or give rise to, any third party rights. No third party shall have any right to enforce or rely on any provision of this contract. The application of any legislation giving or conferring on third parties contractual or other rights in connection with the contract shall be excluded.
- Exclusions and Limitations of Liability
Our liability in connection with the Services shall be limited in accordance with this clause. In the particular circumstances of the Services, our liability to you in contract, tort, statute or otherwise for any consequential, special, indirect, incidental, punitive or exemplary damages, costs, expenses or losses (including without limitation, lost profits and opportunity costs) suffered by you arising from or in connection with the Services shall be excluded.
Our aggregate liability to you in contract or tort or under statute or otherwise for any direct loss or damage suffered by you arising from or in connection with the Services, howsoever the direct loss or damage is caused, including our negligence but not our fraud or other deliberate breach of duty, shall be limited to the amount of fees paid to us for the Services.
Subject always to the aggregate limitation on our liability as set out above, our liability in the aggregate shall be limited to that proportion of the total loss or damage, after taking into account contributory negligence (if any), which is just and equitable having regard to the extent of our responsibility for the loss or damage concerned, and the extent of responsibility of any other person also responsible or potentially responsible. In order to calculate the proportionate share of our liability, no account shall be taken of any matter affecting the possibility of recovering compensation from any such other person, including that such other person has ceased to exist or ceased to be liable, or has an agreed limit on his liability, or is for other reasons unable to pay. You shall not bring any claim against any Partner or employee arising out of or in connection with the Services.
- Third Parties
You agree to indemnify and hold harmless us from time to time and at all times hereafter, from and against
- all loss, damage, harm or injury suffered or incurred by us or any of us and
- all notices, claims, demands, action, suits or proceedings given, made or initiated against us on account of or arising out of
- the performance, by us or any of us, of all or any of our obligations hereunder, or
- any transaction contemplated under the Letter of Engagement, or
- any default committed by you in the performance of all or any of your obligations hereunder, as also against all costs, charges and expenses suffered or incurred by us on account of the aforesaid.
This indemnity shall not, however, be applicable to the extent that any such notices, claims, demands, action, suits or proceedings are found by a competent court in its final judgement to have resulted primarily from our wilful default in performing the Services set out in the Letter of Engagement.
- Capacity
You confirm that you have the necessary powers and has obtained all necessary authorizations, consents and approvals to validly and lawfully enter into the Contract. You agree to and accept the provisions of the Contract on your own behalf and as agent for other beneficiaries (e.g. group companies, affiliates etc.) in cases where services are to be rendered to them under the Letter of Engagement. You shall procure in such circumstances that any such other beneficiaries shall act on the basis that they are a party to this Contract, as if they had each signed a copy of the Letter of Engagement and agreed to be bound by it. However, you alone shall be responsible for payment of our fees.
- Termination
Each party can terminate the Contract or suspend its operation by giving 30 days’ prior notice in writing to the other at any time. Termination or suspension under this clause shall not affect any rights that may have accrued for either of the parties before termination or suspension and all sums due to us shall become payable in full when termination or suspension takes effect. Clauses 2, 3, 9, 10, 12 and such other clauses of these Terms which by their very nature ought to survive the expiry or any termination of the Contract shall survive such expiry or termination.
- Severability, Waiver and Assignment
Each clause or term of the Contract constitutes a separate and independent provision. If any provision of the Contract is judged by any court or authority of competent jurisdiction to be void or unenforceable, the remaining provisions shall continue in full force and effect. Failure by you or us to exercise or enforce any rights available to you or us shall not amount to a waiver of any rights available to you or us. Neither of the parties shall have the right to assign the benefit (or transfer the burden) of the Contract to another party without the written consent of the other party.
- Law and Jurisdiction
The Contract shall in all respects be subject to and governed by the laws of the Republic of India without application of the conflict of laws principles and all disputes arising on any basis from or under the Contract shall be subject to the exclusive jurisdiction of the Indian courts.
If any disputes do arise, action will be governed based on jurisdiction of Mumbai, Maharashtra. It is agreed that the competent courts of Mumbai only will have the Jurisdiction to entertain, try and dispose off disputes, which may arise between the two parties in contract.
Thank you for accepting the terms of engagement and becoming a part of Mool Family! We really look forward to working with you as a team.