For the avoidance of doubt the parties confirm that they are both competent and have the capacity to enter into this agreement. These Terms and Conditions only apply between you and us. They do not give any benefit or rights to any third party, individual or organization. Our Terms and Conditions of Business relating to legal work are set out below. These will be updated from time to time. Please note that we are qualified only to provide services in relation to legal costs.

If there is the slightest doubt in your own mind as to what it is we are supposed to do would you please contact us to clarify any ambiguity. Unless otherwise agreed these terms of business apply to any future instructions you may give to this firm and we will consider these terms applicable to our ongoing course of dealings unless or until you advise us that you no longer wish to be bound by them. In that event would you please ensure that you write to us and receive an acknowledgment of your communication indicating your wish to be no longer bound.

Our aim is to complete the work which you have asked us to do speedily and efficiently. We need to work together to do this and from time to time we will need your help in providing us with documents and information. You agree to provide us with documents and information when we ask for them and let us know if there is any change in your circumstances which we may need to take into account, promptly.

We aim to offer our clients a friendly and efficient service, and we understand that you will want to know the basis upon which this firm will act for you. We therefore set out within the body of this agreement the main terms that apply as an integral part of our retainer. We hope that this will help you and we would be grateful if you would ensure that you sign the bottom of this letter acknowledging receipt of the same in the confidence that both you and we understand the basis upon which we will act for you.

We will ensure that you are fully informed as to the issues raised in, and the progress of, the work we are undertaking for you at all times. In limited circumstances we may need to instruct third-party or counsel to undertake work that we might have otherwise undertaken. In that event you will be advised of this and your agreement to this obtained.

1. Our Responsibilities

We will:

• Always act in your best interests, subject to our duty to the Court and under statute.
• Explain to you the risks and benefits of proceeding.
• Give you our best advice and
• Give you the best information possible about the likely costs of the action which you are proposing to take, or the work you are asking us to undertake

If you feel that the level of the service provided falls below the criteria outlined above you should first raise your concern with the person responsible for your case, and in the event that you have any continuing concern you should approach the Managing Director. Our complaints policy is attached.

2. Your Responsibilities

You Will :

• Give us instructions that allow us to do our work properly;
• Provide prompt (and not late) and realistic instructions;
• Not ask us to work in an improper or unreasonable way;
• Not deliberately mislead us;
• Cooperate with us; and
• Make all payments reasonably due to us in accordance with this agreement.

3. Hours of Business

A day other than a Saturday, Sunday or public holiday in India, when banks in Bangalore are open for business. Hours of Business 10:30 AM TO 6:30 PM.

4. Confidentiality and Privilege

Generally speaking, the information and documentation which you provide to us is confidential and subject to legal professional privilege. However, in some circumstances we may be obliged to pass on information which we receive, for example to the Authorities who deal with money laundering and the Proceeds of Crime Act. You should also note that some methods of communication are not secure, for example mobile telephones and e-mails. Unless you let us know otherwise, we shall assume that you are content for communications to be made by such means even though they are not totally secure. If there is some particular document or some particular piece of information which you require us specifically not to disclose to some third party, then please make that clear when you supply it to us (though please bear in mind our obligations set out above which may override any requirement that you impose). From time to time, we may be called upon to demonstrate our maintenance of certain professional standards as set by appropriate authorities. Unless you notify us to the contrary, we will assume that we have your authority to produce your file for that purpose only as an exception to our duty of confidentiality.

5. Data Protection Act 1998 and Data Protection Policy

In acting for you, we shall compile and hold personal data relating to you. This may include sensitive personal data. This will be both in electronic form and part of a paper filing system. Data of this sort is covered by the Data Protection Act 1998. If you consent to the collection of such personal data, you can be assured we will comply fully with the Act. In general, such data is retained after the conclusion of your case because this is thought to be in your best interests. Our obligations under the Act are in addition to our duty of confidentiality. We sometimes use this data to enable us to identify clients who may wish to be made aware of any legal developments which might affect them. If you do not wish to receive such material in the future, please advise us.

6. The Consumer Protection (Distance Selling) Regulations 2000

If your instructions to us have not been given to us at a face-to-face meeting and you are a consumer, you may have the right to cancel those instructions without any cost to you within seven working days of these instructions being received by us. However, if your instructions to us require urgent action, you will be responsible for our charges for work done up to the date of our receiving cancellation of the retainer. You can cancel the agreement either by delivering a letter or note cancelling your instructions to our office or by sending it by post, fax or e-mail.

7. Storage of Documents and Production of Documents

At the end of your matter, we will store your file of papers and any other documents that you have left with us for such period as we think is appropriate after which time the file will be routinely destroyed. If you would prefer your documents not to be destroyed, you should notify us in writing at which stage your records will be forwarded to you for safe custody. Please note that we are only obliged to produce documents that belong to you and that we are under no obligation to produce documents that we have not charged for preparing.

We do not normally make a charge for retrieving stored papers in response to continuing or new instructions to act for you. However, we reserve the right to make a charge for retrieving stored papers in relation to matters which have been concluded based on the time we spend on reading papers, writing letters or other work necessary to comply with your additional instructions.

8. Limitation on Liability

8.1)You shall be responsible for checking any material submitted by us to you for approval. You shall approve such material or notify us if any such material is false or misleading or is in any way contrary to law or any applicable Indian regulation or law. If no approval or notification is given by you within any required time limit (or in the absence of any time limit within a reasonable time) following submission of any material in connection with this clause that material shall be deemed to have been approved by you in connection with this clause.

8.2) We shall not be liable for any delay in or omission of publication, transmission or any error in any advertisement in the absence of any serious default or neglect on our part.

8.3) You shall indemnify us in respect of all costs, damages, or other charges falling upon us as a result of any legal action or threatened legal action brought against us arising from the publication of any promotion or advertising campaign prepared for you by us and approved or deemed approved by you before publication.

8.4) We shall not be liable for any costs, loss, or damage arising from our failure to fulfil our obligations where failure results from circumstances wholly or in part beyond our control including, for example, inclement weather, industrial action, power failure, etc. We advise you to take out appropriate insurance cover when necessary.

8.5) Nothing in the contract shall limit or exclude our liability for:

i) Death or personal injury caused by its negligence, or the negligence of its employees, agents, or subcontractors;
ii) Fraud or fraudulent misrepresentation; or
iii) Breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession) or any other liability which cannot be limited or excluded by applicable law.
8.6) We shall not be liable to you, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with the contract for:

i) Loss of profits;
ii) Loss of sales or business;
iii) Loss of agreements or contracts;
iv) Loss of anticipated savings;
v) Loss of use or corruption of software, data, or information;
vi) Loss of or damage to goodwill; and
vii) Any indirect or consequential loss.
8.7) Our total liability to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with the contract shall not exceed of the total charges paid under the contract.

8.8) The terms implied by sections 3 to 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the contract.

9.Fixed Fees

In limited cases we may be able to agree a fixed price with you. In the event that you wish to consider a fixed fee arrangement, please contact us to so it may be discussed.

10. Charges and Terms of Payment

10.1) All rates and fees are exclusive of VAT, which will be charged at the prevailing rate.

10.2) We reserve the right to review and modify fees periodically as service provision changes.

10.3) You will be provided the details of your package and any optional charges within your Order Confirmation. These charges are reviewed periodically, and any changes will be notified to you in writing 28 days prior to implementation.

10.4) Gurutu invoices must be paid immediately upon receipt unless subject to credit terms as specified in your Order Confirmation.

10.5) Invoices will be paid by you (without any deduction) by way of set-off or counterclaimed otherwise as follows:

10.6) Service initiation (setup) – immediately payable upon receipt of invoice or up to 14 days from date of invoice if credit terms are made available.

10.7) Ongoing service management fees – immediately payable upon receipt of invoice or up to 14 days from date of invoice if credit terms are made available.

10.8) For any services where a contractor or supplier requires payment before work commences, our invoice covering the same and including any additional agency fees shall be paid immediately before work commences.

10.9) For software development projects we will issue invoices for stage payments of the total project cost and the payments to be made will be referred to as The Payment Schedule. The initial Project Mobilization invoice is subject to immediate payment. Subsequent stage payments shall be payable up to 14 days from date of invoice.

10.10) Should the Supplier be responsible for paying advertising spend, all advertising costs will incur a handling charge of 2.5%. Payment must be made before commencement of advertising activities.

10.11) Graphic design costs are charged after each piece of work (or amendments) are completed. You will be provided an estimate of the number of hours and cost in advance, which you must agree in writing (by email) before the work can commence. Once you have paid for the design (in full), the IP will be transferred to you. All third-party invoices will be passed to the customer with a 10% agency fee.

10.12) If our performance of our obligations under the contract is prevented or delayed by any act or omission by the Customer or failure by you to perform any relevant obligation (Customer Default):

i)Without limiting or affecting any other right or remedy available to us, we shall have the right to suspend performance of all services until you remedy the Customer Default, and to rely on the Customer Default to relieve us from the performance of our obligations in each case to the extent the Customer Default prevents or delays our performance of its obligations;
ii) We shall not be liable for any costs or losses sustained or incurred by you, arising directly or indirectly from the failure or delay performing any of our obligations as set out in this Clause; and,
iii) You shall reimburse us on written demand for any costs or losses sustained or incurred by us, arising directly or indirectly from the Customer Default.

11. VAT

VAT at the rate applicable when the work was done or at the point of delivery of invoice, whichever is applicable, will be added to our charges and be claimed on any disbursements attracting VAT. In the event that VAT is payable by a third party it shall be your responsibility for collecting and discharging the VAT on our charges.

12.Terms of Third-Party

12.1) Third-party media expenses may be incurred as part of a marketing mix, planned and agreed before contracts are signed and itemized within your Order Confirmation. These third-party expenses include, but are not limited to; influencer fees, photography, design services etc.
All third-party supplier costs incurred are subject to a 10% agency fee. Costs and budget will be pre-agreed by both parties. Gurutu will invoice for all third-party costs in advance of the project and will hold funds in a dedicated account for the lifetime of the account. Any remaining funds retained on completion of the contract will be reimbursed to the client.

12.2) You may be charged for other third-party tools. These include but are not limited to; call tracking, reporting, ad management tools etc.
All specialized third-party tools required above those used for daily management will be itemized within your
Order Confirmation and agreed in advance.
A deposit equivalent to a month’s fee is required to cover the cost of all other third-party charges. No credit terms are available for third-party fees and a handling charge will normally be applied.

12.3) All third-party software systems and utilities including any Open Source products such as Magento or WordPress, etc., used to provide your solution remain the property of their respective owners and creators and as such are subject to their own licensing and intellectual property terms & conditions to which you must fully agree.

12.4) All third-party Ad Spend will be subject to a 2.5% handling fee. This will be itemized within your Order Confirmation.

13.Termination of this Agreement

This agreement will come to an end when:

• All work required under the agreement has been completed;
• You terminate this agreement. In that event we shall be entitled to any fixed fee agreed or otherwise payment of our reasonable charges in accordance with the terms of this agreement.
• You do not comply with your responsibilities. In that event we shall be entitled to any fixed fee agreed or otherwise payment of our reasonable charges in accordance with the terms of this agreement.
• You or we die.

14.Law

The laws of England and Wales applicable at the time of this agreement shall apply to this agreement.

15.Acceptance of Terms

Our Complaints Policy Complaints handling procedure

• If you have a complaint, please contact us
• We will normally send you a letter or email acknowledging receipt of your complaint within seven days of us receiving the complaint, enclosing a copy of this procedure.
• We will then investigate your complaint. This will normally involve passing your complaint to our CEO, who will review your matter file.
• CEO may invite you to a meeting to discuss and hopefully resolve your complaint. If this is considered appropriate Toby Moreton will do this within seven days of sending you the acknowledgement letter.
• Within three days of the meeting, CEO will write to you to confirm what took place and any solutions CEO has agreed with you.
• If a meeting is not appropriate, CEO will send you a detailed written reply to your complaint, including his/her suggestions for resolving the matter, within twenty-eight days of receipt of the written complaint. In the event that this resolves the complaint we will comply with our obligations arising from the complaint.
• At this stage, if you are still not satisfied, you may contact us again and if you wish we will arrange for an independent review of the complaint to be undertaken by someone unconnected with this firm. We will be bound by his or her determination.
• Upon receipt of the review decision we will comply with our obligations arising from the review decision.