terms & conditions client

TERMS OF AGREEMENT FOR CONSULTING CLIENT ENROLLMENT

Kindly carefully read and understand these terms of use (“Terms”) which, once agreed, constitutes a legal agreement between The Expert Insight, G/10-A, Hill Heaven CHS LTD, A Wing, opposite Mehboob Studio,241, Hill Road, Bandra West, Mumbai-400050 (hereinafter “Intermediary” or “we” or similar) of the first part AND the client of the second part (hereinafter referred to as “Client”). Do read and understand these Terms in combination with Privacy Policy (defined later) and Procedural Guidelines (defined later) available at our Platform (defined later) before the Client decides to access or use the Platform made available by the Intermediary.

By clicking “sign up” or the ‘I accept’ tab at the time of registration, or by entering into an agreement with the Intermediary to avail the Services (defined later) as set out in these Terms, or through the continued use or accessing the Platform, the Client agrees to be subject to these Terms.

We request the Client to please read these Terms carefully and do not click “Create an account”, “sign up” or “I accept” or continue the use of the Platform unless the Client agrees fully with these Terms.

The Intermediary and the Client may be referred to herein individually as a “Party” and together as the “Parties”, as the context may require.

WHEREAS the Intermediary is engaged in the business of expert network where it provides the right expertise to the Clients by connecting them to relevant /hand-picked subject matter experts from its global professional network, to leverage from and make better-informed business decisions through various means including phone consultations, written consultations, market surveys, and in-person meetings;

WHEREAS the Client is looking to avail the Services and subject to the terms and conditions set forth herein; and

NOW, THEREFORE, in consideration of the mutual promises set forth herein, the Intermediary and Client hereby agree as follows:

1. DEFINITIONS

“Confidential Information” means information that the disclosing Party designates as being confidential or which, under the circumstances surrounding disclosure, should be treated as confidential by the receiving Party, and includes, without limitation: (i) information relating to disclosing Party’s services, strategic plans; (ii) disclosing Party’s work policies or practices; (iii) technical, financial (pricing and quotation), marketing, or other technical or work-related information such as methodology, etc. of disclosing Party (whether or not marked as confidential); (iv) information received from third parties that the disclosing Party is obligated to treat as confidential; (v) Sensitive Personal Data; and (vi) Consulting Expert Information. Notwithstanding the foregoing, the definition of “Confidential Information“ shall not include any information which:

i) is or becomes publicly available through no act of the receiving Party in breach of this Agreement; (ii) was in the possession of the receiving Party prior to its disclosure or transfer and the receiving Party can so establish through written records; (iii) is independently developed by the receiving Party and the Receiving Party can so establish through written records, and (iv) is received from another source without any restriction on use or disclosure and the receiving Party can so establish through written records.

“Consulting Expert” means any Person that registers as a consulting expert by creating an account in the Platform for the purposes of submitting proposals/bids w.r.t. Project(s) floated by the Client(s) and for the purpose of performing the applicable Project Agreement(s).

“Consulting Expert Information” means information pertaining to name, address, documents such as certificates, licenses, registrations to verify the legal status, expertise in a specific field, copies of certificates, degrees, qualification, certifications in the area of specialization and expertise, professional memberships and such other information, documents that the Intermediary may require the Consulting Expert to submit to the Platform from time and time

“Force Majeure Event” shall mean an event affecting the performance of this Agreement arising from or attributable to the following acts, events, omissions or accidents beyond the reasonable control of the Party to perform under this Agreement: (i) strikes, lock-outs or other industrial action; (ii) civil commotion, invasion, war threat or preparation for war; (iii) outbreak of war, rebellion, revolution, hostilities, riot, civil disturbance, acts of terrorism; (iv) epidemic, illness or death of key personnel, quarantine restrictions, the outbreak of debilitating disease and any travel restrictions or bans (including bans on non-essential travel) issued by any governmental authority; (v) fire, explosion, storm, flood, earthquake, subsidence, epidemic or other natural physical disasters; or (vi) delays resulting from computer malfunctioning, interruption of communication facilities, failure of telecommunication, system failure, network failure, technical failure.

“Person” means any individual, sole proprietorship, partnership, corporation, limited liability company, unincorporated society or association, trust or other entity or organization.

“Privacy Policy” means the privacy policy available at http://www.theexpertinsight.com/ as amended from time-to-time.

“Platform” refers to the web portal titled http://www.theexpertinsight.com/ and its mobile application versions owned and operated by the Intermediary.

“Procedural Guidelines” means the guidelines (including requirements prescribed by applicable laws, regulatory or governmental authorities or the judiciary from time to time) for Client and the Consulting Expert as available at

http://www.theexpertinsight.com/ setting out inter alia, the process flow steps, and certain additional terms and conditions, as amended from time-to-time and which shall be binding on the Client and the Consulting Expert.

“Project(s)” means a work-requirement floated by the Client in the Platform for which the Client wishes to engage the Services offered on the Platform through the enrolled Consulting Experts containing the following information at a minimum: scope including specifications and description of the topic; the relevant geography and the respective supply chain; and timeline.

“Project Agreement” means an agreement, oral or written, independently entered into by the Consulting Expert and Client exclusively through the Platform covering all relevant aspects of a Project.

‘Sensitive Personal Data’ means such data which consists of information relating to (i) passwords; (ii) financial information such as bank account or credit card or debit card or other payment instrument details; (iii) physical, physiological and mental health condition; (iv) sexual orientation; (v) medical records and history; (vi) biometric information; (vii) any details relating to the foregoing; (viii) any other information classified as sensitive personal data from time to time under applicable laws; and (ix) any of the information exchanged under above clauses for processing, stored or processed under lawful contract or otherwise. However, sensitive personal data does not include any information that is freely available or accessible in the public domain or furnished under the Right to Information Act, 2005 or any other law for the time being in force.

“Service(s)” means amenities offered to the Clients through the Platform through Consulting Experts in respect of the Projects including but not limited to phone consultations, written consultations, market surveys, and in-person meetings.

2. DISCLAIMERS

THE ROLE OF THE INTERMEDIARY IS LIMITED TO PROVIDING THE PLATFORM FOR (I) THE CONSULTING EXPERT(S) TO CONNECT WITH THE CLIENTS; (II) CONSULTING EXPERT(S) TO RECEIVE INFORMATION AND UPDATES REGARDING VARIOUS PROJECTS POSTED BY CLIENTS; (III) ALLOWING CONSULTING EXPERT(S) TO DIRECTLY SUBMIT PROPOSALS/BIDS FOR PROJECTS FLOATED BY THE CLIENTS; (IV) ALLOWING THE CONSULTING EXPERT(S) AND THE CLIENT TO    ENTER INTO THE PROJECT AGREEMENT; (V) ENABLE THE CONSULTING EXPERTS AND CLIENTS TO BE UPDATED ABOUT THE PROJECTS; (V) PROVIDING A PLATFORM TO CONSULTING EXPERT(S) TO COMMUNICATE WITH CLIENTS ON ALL ASPECTS OF THE PROJECT; AND (VI) MONITORING OF THE PROJECTS BY THE INTERMEDIARY AS WELL  AS  PROCESSING  OF  FEES. THE  PROJECT AGREEMENT SHALL BE A CONTRACT SOLELY AND EXCLUSIVELY BETWEEN THE CONSULTING EXPERT AND THE CLIENT. AT NO TIME SHALL THE INTERMEDIARY HAVE ANY OBLIGATIONS OR LIABILITIES IN RESPECT OF SUCH PROJECT AGREEMENT.

THE PLATFORM AND THE SERVICES OFFERED AND THE INFORMATION CONTAINED THEREIN ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTY OF ANY KIND, EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-

INFRINGEMENT. THE CONSULTING EXPERT IS SOLELY RESPONSIBLE FOR ANY AND ALL ACTS OR OMISSIONS TAKEN OR MADE IN RELIANCE ON THE PLATFORM OR THE INFORMATION THEREIN, INCLUDING INACCURATE OR INCOMPLETE INFORMATION. THE CONSULTING EXPERT FURTHER AGREES THAT NEITHER THE INTERMEDIARY NOR ANY OF ITS AFFILIATES, SERVICE PARTNERS WILL BE LIABLE FOR ANY DIRECT, INDIRECT, REMOTE, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, DATA OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR IN CONNECTION WITH THE PLATFORM, EVEN IF THE INTERMEDIARY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, RESULTING FROM: (I) THE USE OR THE INABILITY TO USE THE PLATFORM; (II) ANY PRODUCTS, DATA, INFORMATION INCLDUING INTERMEDIARY INFORMATION OR CLIENT INFORMATION OBTAINED OR SERVICES OFFERED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO, THROUGH OR FROM THE PLATFORM; (III) UNAUTHORIZED ACCESS TO OR ALTERATION OF CONSULTING EXPERT’S TRANSMISSIONS OR DATA; (IV) STATEMENTS OR CONDUCT OF ANYONE ON THE SERVICE; (V) MALICIOUS OR CRIMINAL BEHAVIOUR, OR FALSE OR FRAUDULENT TRANSACTIONS OR (VI) TECHNICAL OR OTHER OPERATIONAL LAPSES ON THE PLATFORM OR (VII) ANY OTHER MATTER RELATING TO THE SERVICE OFFERED ON THE PLATFORM.

THE INTERMEDIARY DOES NOT WARRANT THAT CONSULTING EXPERT’S USE OF THE PLATFORM AND THE SERVICES UNDER THIS AGREEMENT WILL NOT VIOLATE ANY LAW OR REGULATION APPLICABLE TO THE CONSULTING EXPERT.

3. REGISTRATION AND RELATIONSHIP

For accessing and using the Platform the Client will be required to first accept the terms of this Agreement and then create an account. By registering as a Client, the Person represents and warrants to the Intermediary that: (a) the Client (if an individual) is of legal age and have the authority to enter into this Agreement; (b) this Agreement is binding and enforceable against the Client; (c) if the Client is using the Platform on behalf of any other person, the Client is authorized to accept this Agreement on behalf of such Person and that such Person agrees to indemnify the Intermediary for violation of this Agreement by the Client; (d) the Client shall not indulge in any activity which may be construed as illegal, immoral or unethical; (e) the Client may be required to provide the information and documents mentioned in the Procedural Guidelines as the Intermediary may require from time to time; and (f) that all the information and document provided at the time of registration and subsequently are correct, verified and true.

Neither Party is an agent, representative, or partner of the other Party. Neither Party shall have any right, power, or authority to enter into any agreement for or on behalf of, or incur any obligation or liability on behalf of, or to otherwise bind, the other Party. This Agreement shall not be interpreted or construed to create an employment relationship, an association, agency, joint venture or partnership

between the Parties or to impose any liability attributable to such a relationship upon either Party.The Parties agree and acknowledge that the enrollment of Client and the provision of the Services is non-exclusive in nature. The Intermediary is free to enroll any number of Persons as its Clients without any requirement to check if such Persons are competitors of the Client or not. However, the Client agrees that during the validity of its enrollment in the Platform as a Client, the Client shall not enroll and/or float (or make attempts to enroll and/or float) projects or enter into project agreements through any other platform/web-portal similar to the Platform without the written consent of the Intermediary.

4. ALLOTMENT AND IMPLEMENTATION OF PROJECT AGREEMENT

1.1 The Client may float Project(s) on the Platform. 1.2 The Intermediary with the help of its available technology will evaluate the skillset requirements of the floated Project(s) and refer the same to the relevant Consulting Expert through the Platform. 1.3 The Consulting Expert will then need to submit its proposal/bids through the Platform. Once submitted, the proposal/bids will be referred to the Client through the Platform. 1.4 The Client will then select the Consulting Expert it wishes to engage for the Project and initiate discussions. Following that the Client may enter into a Project Agreement with the concerned Consulting Expert. 1.5 All relevant aspects of floating of Project(s), submission of proposals/bids, exchange of Project-related communication, etc. will be detailed in the Procedural Guidelines. The Intermediary reserves the right to monitor the performance of the Project Agreement

by the Consulting Expert including reviewing all communication and documents exchanged between the Client and the Consulting Expert in the course of performing the Project Agreement and the Consulting Expert agrees to offer full and prompt cooperation to the Intermediary in this regard.

5. FEES AND DISBURSEMENT

Once a Project Agreement is entered into between the Client and the Consulting Expert, the same may be recorded in the Platform.

For the Services availed, the Client shall process the fees payable to the Intermediary in accordance with the payment terms mutually agreed to between the Intermediary and the Client. The Client agrees that it shall not engage in any discussion with the Consulting Expert regarding fees at any point in time. Charges for cancellation of a Project, if any, shall be mutually agreed to between the Client and the Intermediary at the time of finalizing the payment terms.

All payments to be made under this agreement shall be subject to the deduction of tax at source, wherever applicable, as per the provisions of the Income Tax Act, 1961. The Client shall deposit these taxes deducted at source with the taxing authorities and also issue appropriate certificates of tax deduction to the Intermediary.

6. CONFIDENTIALITY

Receiving Party shall not, at any point of time divulge or communicate or use or misuse for its own purposes any Confidential Information which may come to its knowledge in the course of performing the Services hereunder and which it is not required to be divulged or communicated to the public and shall treat Confidential Information with at least the same degree of care as it treats its own confidential information, but in no event with less than a reasonable degree of care.

The Intermediary may allow its licensors, vendors, service providers, and other third parties to have access to the Confidential Information as may reasonably be required to operate and manage the Platform in the course of performing the Services.

In the event it comes to the notice of the Receiving Party that there has been a breach of this Clause, it shall immediately, by written communication, provide the disclosing Party with a reasonable description of the breach and the corrective steps taken by it in connection with such breach.

The Parties agree that any unauthorized use or disclosure of Confidential Information by the receiving Party may cause immediate and irreparable harm to the disclosing Party, for which monetary damages may not constitute an adequate remedy. In such an event the Parties agree that the disclosing Party may seek injunctive relief, as appropriate.

The provisions contained above as far as they relate to Confidential Information excluding Sensitive Personal Data, shall survive the expiry or termination of this Agreement for a period of 5 (Five) years from the effective dissociation of the Client with the Platform. The Sensitive Personal Data shall be protected, processed and disposed-off strictly in accordance with applicable law(s).

7. INTELLECTUAL PROPERTY RIGHTS

The Parties hereby agree that all designs, works, materials, software, source, executable or object code, documentation, methods, apparatus, systems and the like, and all trademarks and trade names derived from it, and the trademarks used, whether owned or licensed to the Intermediary, forming part of the Platform, shall be the exclusive property of the respective owners and this Agreement or any transaction contemplated to be undertaken on the Platform shall not be deemed to mean and licensing or  assignment of such intellectual property to the Client or any other Person.

8. REPRESENTATIONS WARRANTIES AND UNDERTAKINGS

The Client represents and warrants, and undertakes to the Intermediary that the following statements are true and accurate in all respects and are not misleading as on the Effective Date and shall remain to be true and accurate in all respects and will not be misleading during the Client’s association with the Platform:

(i) It has the power and authority to enter into and perform its obligations under this Agreement;

(ii) This Agreement has been duly authorized, executed, and delivered by it and constitutes a valid, binding, and enforceable obligation enforceable against it in accordance with its terms, except to the extent that enforcement may be limited by applicable bankruptcy, insolvency, or other laws of general applicability affecting creditors’ rights or the application of equitable principles;

(iii) It is not a party to, bound or affected by or subject to any contract, agreement, indenture, mortgage, lease, agreement, instrument, charter or by-law provision, statute, regulation, judgment, decree or law which would be violated, contravened, breached by or under which default would occur or under which any payment or repayment would be accelerated as a result of the execution and delivery of this Agreement or the consummation of any of the transactions contemplated in this Agreement;

(iv) No consents or approvals of or filings or registrations with any governmental authority or a third party are necessary for connection with the execution and delivery by the Client of this Agreement;

(v) The information and documentation provided by the Client to the Intermediary, including, but   not limited to, the documents submitted at the time of registration on the Platform, etc. are true, correct, and complete copies of the documents and do not contain any untrue statement of a fact or omit to state a fact necessary to make the statements contained therein and are not misleading and are in compliance with applicable law; Further no material facts have been concealed by the Client; and

(vi) Any hardware, software, documents, or other materials provided by the Client under this Agreement or on the Platform will not infringe or otherwise conflict with the intellectual property rights or proprietary rights of a third party.

9. TERM AND TERMINATION

Term. This Agreement shall commence on the effective date and shall continue in full force as long as the Client maintains its account in the Platform.

Termination upon Notice. Notwithstanding anything to the contrary herein, the Intermediary may terminate this Agreement for any reason by giving the Client

7(Seven) calendar days’ prior written notice of its election to terminate said Agreement.

Termination by Intermediary for Cause. The Intermediary may, by giving written notice to the Client, terminate this Agreement (which termination shall be effective immediately upon the Client’s receipt of such notice), at the Intermediary’s option, if the Client commits a material breach (in the sole opinion of the Intermediary) of the Agreement. However, if in the sole opinion of the Intermediary the material breach is curable, the Client will be entitled to an opportunity to cure such material breach within 5 (Five) calendar days or such other mutually agreed timeline following receipt of written notice from the Intermediary, failing which the Intermediary can terminate the Agreement upon serving a notice of termination. For the purpose of this Agreement material breach shall include but not limited to a material breach of any representation/warranty/covenant of this Agreement, contravention of  applicable laws by the Client, apprehension of the Client by any law enforcement authority,  abandonment of a Project Agreement by the Client, failure to release undisputed fees, directly engaging any Consulting Expert for any work assignment bypassing the Platform during the tenure of the Agreement & Non-Solicitation Period, etc.

Termination for Bankruptcy/Insolvency. This Agreement shall stand automatically terminated if an insolvency or bankruptcy proceeding against either of the Parties is admitted by any court or tribunal.

Effect of Termination. Upon termination, the Client will cease to use the Platform and the Intermediary will terminate the Client’s access to the Platform. Upon termination for any reason, the Client will cease to have access to the Platform, and the Client will return to the Intermediary all hardware, software, and documentation (if any) provided by or on behalf of the Intermediary. It is agreed by and between the Parties that termination of this Agreement would not relieve the Client or its successors of any outstanding obligation which arose when the Agreement was in force. Termination will this Agreement will not affect the Intermediary’s right to receive fees w.r.t. the Project Agreements entered into during the validity of this Agreement.

10. INDEMNIFICATION AND LIMITATION OF LIABILITY

The Client agrees to indemnify, defend, and hold harmless the Intermediary, its affiliates, officers, directors, and agents, from and against any and all loss, damage, liability, claim, deficiency, action, judgment, interest, award, penalty, fine, cost or expense, including any reasonable attorney and professional fees and costs, arising out of or occurring in connection with: (a) the Client’s use or misuse of the Platform; (b) any breach of this Agreement by the Client; (c) the Client’s infringement of any intellectual property or other rights of any person or entity; (e) the actions of any person gaining access to the Platform under a User Name assigned to the Client; (f) any harm to the reputation and goodwill of the Intermediary attributable to the Client’s acts or omission; (h) any fraud, theft, negligence, willful misconduct, intentional wrongdoing or deficiency on the Client’s part in a performance of its Services under the Agreement or any harm to the reputation and goodwill of the Intermediary directly attributable to the Client’s actions or inactions. The Client shall not settle or compromise any such matter without the Intermediary’s written consent. The Intermediary shall be entitled to participate in such defense through a counsel of its choice at the Client’s cost and expense.

The Client shall be liable to indemnify and hold the Intermediary harmless against all damages, losses, costs, and expenses incurred by the Intermediary as a consequence of any action initiated by the Consulting Expert in respect of the Client’s performance, non-performance, or breach of the Project Agreement.

NOTWITHSTANDING THE ABOVE, IN THE EVENT THE INTERMEDIARY SHOULD HAVE ANY LIABILITY TO THE CLIENT OR ANY THIRD PARTY FOR ANY LOSS, HARM OR DAMAGE, CLIENT AND THE INTERMEDIARY AGREE THAT SUCH LIABILITY SHALL UNDER NO CIRCUMSTANCES EXCEED THE VALUE OF ANY PLATFORM FEES RECEIVED BY THE INTERMEDIARY FROM THE CLIENT IN THE PRECEDING TWELVE MONTHS IN CONNECTION WITH USE OF THE PLATFORM OR INR 50,000/- WHICHEVER IS LOWER. THE CLIENT AND THE INTERMEDIARY AGREE THAT THE FOREGOING LIMITATION OF LIABILITY IS AN AGREED ALLOCATION OF RISK BETWEEN THE CLIENT AND THE INTERMEDIARY

11. NON-SOLICITATION

The Client agrees that during the term of its association with the Platform and for a period of 2 (two) years from its effective dissociation from the Platform (“Non-Solicitation Period”), the Client shall not, directly or indirectly, enter into any contract or transaction or business with any Person who/which, during the Client’s association with the Platform, was a Consulting Expert (irrespective of whether the Client was exposed to that Consulting Expert or not).

For the purpose of this clause, the terminology “Consulting Expert” shall include (i) an affiliate of the Consulting Expert; or (ii) any Person whose directors or management/key personnel, at any point of time during the Non-Solicitation Period, happened to be common with that of the Consulting Expert; or (iii) any Person whose directors or management/key personnel happened to be a close relative(s)/friend(s) of the directors or management/key personnel of the Consulting Expert at any point of time during the Non-Solicitation Period.

The Intermediary shall have the right to review the Client’s compliance with this provision and cause an audit of the legal, contractual, taxation related documents, invoices, bank statements, and other relevant documents of the Client conducted through auditor(s) appointed by the Intermediary. When so appointed, the Client shall offer full cooperation to the auditor(s). The Intermediary’s right to audit shall survive for a period of 3 (three) years following the expiration of the Non-Solicitation Period.

12. FORCE MAJEURE

If any Party is unable to perform its obligations under this Agreement or such performance is delayed due to the occurrence of a Force Majeure Event, such Party shall not be responsible for breach or non-performance under this Agreement to the extent of such non-performance or delayed performance caused due to a Force Majeure Event.

Upon the happening of a Force Majeure Event which renders any Party unable to perform its obligations or delays the performance of such Party’s obligations, such Party shall, with the co- operation of the other Party, wherever applicable and possible:

(i) immediately upon the occurrence of the Force Majeure Event, notify the other Party in writing;

(ii) provide the other Party a written report containing all particulars of such Force Majeure Event, including the connection between the Force Majeure Event and its non-performance;

(iii) not be entitled to suspend performance greater in scope or longer in duration than is required by such Force Majeure Event;

(iv) take reasonable steps to mitigate the effect of such Force Majeure Event and to perform its obligations under this Agreement;

(v) take reasonable steps to remedy such non-performance and resume performance as soon as possible and notify the other Party in writing;

(vi) fully and continually appraise the other Party of its effort to remedy the non-performance, or

(vii) provide the other Party with written notice upon resumption of its performance.

If the Force Majeure Event should continue for a period in excess of 5 (five) calendar days, the Parties shall consult and agree on how to implement the performance of the Parties’ obligations under this Agreement (taking into consideration the effects of such Force Majeure Event and its duration). 13. COMMUNICATIONS AND GRIEVANCE REDRESSAL

Notice. Any notice, approval, request, authorization, direction, or other communication under this Agreement will be given in writing and will be deemed to have been delivered and given for all purposes: (a) on the delivery date if delivered by e-mail or other electronic means linked through phone numbers; (b) actual date of delivery or date of refusal to accept or date of the first delivery attempt when sent through commercial overnight carrier or registry post or speed post.

The following are the official e-mail ids, telephone and address numbers for exchanging notice/communication under this Agreement:

INTERMEDIARY CONSULTING EXPERT
G/10-A,Hill Heaven CHS LTD,A Wing, opposite Mehboob Studio,241,Hill Road, Bandra West,Mumbai-400050 As Provided During Registration

Grievance Officer. As required under the Information Technology Act 2000 and rules made thereunder, the name and contact details of the Grievance Officer is as follows: Name: Ananya Nair Address: G/10-A, Hill Heaven CHS LTD, A Wing, opposite Mehboob Studio,241, Hill Road, Bandra West, Mumbai-400050 Email Id: info@theexpertinsight.com

14. MISCELLANEOUS

No Waiver. No waiver under this Agreement shall be valid or binding unless set forth in writing and duly executed by the Party against whom enforcement of such waiver is sought. The failure of either Party to insist upon or enforce strict performance by the other Party of any provision of this Agreement or to exercise any right under this Agreement shall not be construed as a waiver or relinquishment to any extent of such Party’s right to assert or rely upon any such provision or right in that or any other instance; rather, the same shall be and remain in full force and effect.

Consents and Approval. Except as and to the extent otherwise expressly provided in such approval or consent, approval or consent given by a Party under this Agreement will not relieve the other Party from responsibility for complying with the requirements of this Agreement, nor will it be construed as a waiver of any rights under this Agreement.

Entire Agreement. This Agreement along with the Privacy Policy and Procedural Guidelines sets forth the entire agreement and supersedes any and all prior agreements of the Parties with respect to the transactions set forth herein. Neither Party shall be bound by, and each party specifically objects to, any term, condition or other provision which is different from or in addition to the provisions of this Agreement (whether or not it would materially alter this Agreement) and which is proffered by the other Party in any correspondence or other document, unless the Party to be bound thereby specifically agrees to such provision in writing.

Amendment. No change, amendment, or modification of any provision of this Agreement shall be valid unless set forth in a written instrument signed by the Party subject to enforcement of such amendment. It is hereby agreed between the Parties that the Procedural Guidelines, Privacy Policy can be changed,

updated or modified, in whole or in part, by the Intermediary at any time at its sole discretion or as prompted by applicable laws without providing any prior notice to the Client; provided, however, that, upon the occurrence of any change, update or modification of the Procedural Guidelines, a notification of such change will be made available on the Platform in the form of a general notification

Assignment. The Client shall not assign this Agreement or any right, interest, or benefit under this Agreement, nor delegate any of its duties or obligations hereunder, without the prior written consent of the Intermediary. Except as permitted by the foregoing, any attempted assignment or delegation shall be null, void, and of no effect.

Construction; Severability. In the event that any provision of this Agreement conflicts with the law under which this Agreement is to be construed or if any such provision is held invalid by a court with jurisdiction over the Parties to this Agreement, (i) such provision shall be deemed to be restated to reflect as nearly as possible the original intentions of the Parties in accordance with applicable law, and

(ii) the remaining terms, provisions, covenants, and restrictions of this Agreement shall remain in full force and effect

Remedies. Except where otherwise specified, the rights and remedies granted to a Party under this Agreement are cumulative and in addition to, and not in lieu of, any other rights or remedies which the Party may possess at law or in equity.

Applicable Law; Jurisdiction. This Agreement shall be interpreted, construed, and enforced in all respects in accordance with the laws of India. The Parties shall mutually and in good faith attempt to resolve all disputes, claims, suits, and actions arising out of this Agreement or its validity. The Parties shall approach the Courts at Mumbai for urgent or injunctive relief and the said courts shall have exclusive jurisdiction for all matters related to this Agreement.

Stamp Duty. Upon acceptance of these terms by the Client, a unique number will be allotted to this Agreement and the same will be recorded in a non-judicial stamp paper ensuring payment of stamp duty w.r.t. to this Agreement. Stamp Duty will be borne by the Client at the time of registration.

Survival. Notwithstanding any provisions herein to the contrary, the provisions of this Agreement which by their very nature are intended to survive any termination or expiry of this Agreement, such provisions shall survive in full force despite the expiration or termination of this Agreement.