CONSULTING AND LEGAL SERVICES AGREEMENT

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This CONSULTING AND LEGAL SERVICES AGREEMENT (“Agreement”, which memorializes the oral agreement, which expression shall unless it be repugnant to the subject or context thereof, include all schedules and amendments thereto made from time to time) is made on the effective date as mentioned in the Online Form linked with this agreement as Annexure-A.

By and Between

Legal Thirst Associates, an MSME having UDYAM-HR-16-0010011 a partnership Firm registered under the Indian Partnership Act, 1932 and having its registered office at Ch. No. 249, District Court, Chamber Complex, Rohtak, Haryana, 124001 (hereinafter referred to as “Firm”, which expression shall, unless repugnant to the context or meaning thereof, include its successors, brands, in interests and assigns) of the one part;

And

The Client/ Individual hereinafter referred to as the “Client” whose details are mentioned in the Annexure-A (online form attached with this agreement) and the expression “Client” shall, unless repugnant to the context or meaning thereof, be deemed to mean and include Client / Individual / Proprietorship / Partnership / Body of Persons, etc., its successors and assigns is the party to the OTHER PART; Individual / Firm / Client shall hereinafter be referred to as such or collectively as “Parties” and individually as “Party”.

Services of Legal Thirst

WHEREAS M/s Legal Thirst Associates is an online-to-offline (O2O) platform offering various Legal-tech Services to Small Businesses and individuals across the country. ‘Legal Thirst’ (www.legalthirst.com) & ‘Start-Up Kro’ (www.startupkro.com) are brands owned and operated by Legal Thirst Associates.

WHEREAS Firm provides a range of services, which includes Legal Registration, Funding, Taxation, Accounting, Financial and technical Services, relating to the start-up service marketplace, it is not restricted to legal, technical, financial & taxation services; e-learning courses, Legal Services in Criminal, Civil, Consumer & other Litigation across various courts in India. It further includes a range of Para-legal Services in Contract Drafting, Virtual Legal Assistance, etc. for small businesses & individuals.

WHEREAS, the Client is seeking financial assistance to secure a loan from banks and financial institutions for their personal/business requirements, and

WHEREAS, the Client desires to hire the Firm and the Firm is willing to accept the Client as a client.

WHEREAS, M/s Legal Thirst Associates possesses the necessary expertise and experience in providing MSME Loan / Grant facilitation services and has the capability to assist the Client in securing the desired loan. The Client hereby appoints the Firm to act as their representative for seeking MSME Loan / Grant assistance from banks, incubators and financial institutions and the firm agrees to use their best efforts, skills, and knowledge to assist the Client in obtaining loan approval for the desired amount and purpose.

1. Authorized Representatives & Contact Person

The Client can get in touch solely with the Firm through their Authorized Representatives / Contact Persons, hereinafter called the “representatives” as mentioned below: –

  1. For all the services opted by the Client from the Firm:
  2. For all the service-related queries of the services opted by the Client:
  1. Ms. Ishani – Partner, Legal Thirst Associates

Firm Contact Details: –

  • As mentioned in Annexure -A – Authorized Signatory

Client Contact Details: – As mentioned in Annexure – A

2. Professional Fee and Success Fee

In consideration of the services provided by the Agent, the Client agrees to pay a commission (“Commission”) to the Agent. The Commission shall be a percentage of the total loan amount disbursed to the Client by the bank or financial institution, and it shall be calculated based on the following terms:

Consultation and Document Preparation Fees:

  • Rs 15000/ – till funds of Rs 15 Lacs
  • Rs 25000/- till funds of Rs 15-50 Lacs
  • Rs 50000/- Funds from Rs 50 Lacs: 1CR

The deliverables will include mentorship in building a foundation of business, preparing project reports, preparing business plans and documents related to grant or loan sanction

Note: – We’re not liable to prepare any document related to pending ROC filing, ITR filing or any other certifying works. Charges will be imposed as per work required

Commission Rate: 7% of the disbursed loan/grant amount. The Commission shall be payable by the Client to the Agent within 72 hours from the date of loan disbursal to the Client’s designated bank account or as otherwise agreed upon by both Parties.

  1. Late Fee

In the event of a delay in the disbursement of the Commission exceeding 24 hours from the date of loan disbursal, the Client shall be liable to pay a late fee of INR 1000 per day until the Commission is fully disbursed.

  1. Exclusivity

The Parties acknowledge and agree that during the term of this Agreement, the Client shall engage exclusively with the Agent for MSME Loan / Grant assistance services. The Client shall not approach or engage with any other parties or financial institutions for similar services to avoid duplicity and ensure a streamlined MSME Loan / Grant process.

  1. Rejection Clause

In the event that the Client rejects the approved loan amount provided by the bank or financial institution, the Client shall be liable to pay a fee of INR 30,000 to the Agent for the time and effort invested in securing the loan approval.

Payment of Fee

  1. The payment of fees for the services opted by the parties is subject to be paid on a per-project basis, which depends on various factors such as the nature of service selected out of the quotation shared between the parties on a time-to-time basis. The Client will be liable to clear all the service fees on an upfront basis for the Invoice amount up to 30k. For other cross-sell products, there can be a provision of partial payment for the services offered.
  2. In addition to the fee payable hereunder, Firm shall, from time to time during the term of this Agreement, be reimbursed for costs paid and incurred by Firm on behalf of the Client for travel, per diem, lodging, long-distance communications, courier services, photocopying and printing as per the negotiations done between the parties relating to any service. Reimbursement is to be made on receipt of the invoice by the Client.
  3. The payment for each opted service should be made within 1 week period and can be done via Bank Transfer/UPI of respective parties.

3. Interchangeability, Refund & Sale or Transfer

  1. Once a service type and package are selected, the Client will not be allowed to change the type of service allocated. The Firm will not provide a refund for any payment made by the Client for any services.
  2. However, the parties can mutually settle down on the interchangeability, depending on the conditions & and expenses already met by each party in the process.

4. Tenure of Contract

  1. This Agreement shall be effective from the date of submission of Annexure- A (Electronic Form) and shall continue until the loan is disbursed to the Client or until terminated by either Party by providing written notice to the other Party.
  2. In the event of termination, the Commission shall be due and payable to the Agent for any loans that have been approved and disbursed before the termination date.
  3. At the termination of the agreement, the Client will comply with the terms as mentioned in this agreement under the Termination Clause.  

5. Warrants

The Client represents and warrants to the Firm that:

  1. The Client will cooperate fully and timely with the Firm to enable the Firm to perform its obligations hereunder.
  2. The execution and performance of this Agreement by the Client has been duly authorized by the Board of Directors of the Client.
  3. The performance by the Client of this Agreement will not violate any applicable court decree, law or regulation, nor will it violate any provisions of the organizational documents of the Client or any contractual obligation by which the Client may be bound.
  4. The Client will make its best efforts to file timely all periodic reports required to be filed by it, pursuant to the provisions of the Securities Exchange Act of 1934, throughout the term of this Agreement.
  5. Until such time as the same may become publicly known, the parties agree that any information provided to either of them by the other of a confidential nature will not be revealed or disclosed to any person or entity, except in the performance of this Agreement, and upon completion of Consultant’s services and upon the written request of the Client, any original documentation provided by the Client will be returned to it. The firm will not directly or indirectly buy or sell the securities of the Client at any time when it is privy to non-public information.

6. Notice

  1. All notices hereunder shall be in writing and addressed to the party at the address herein set forth, or at such other address as to which notice pursuant to this section may be given, and shall be given by personal delivery, by certified mail (return receipt requested), Express Mail or by national or international overnight courier.
  2. Notices will be deemed given upon the earlier of actual receipt of seven (7) business days after being mailed or delivered to such courier service.

Notices shall be addressed to Firm & Client at:

  • Client Details: – As mentioned in Annexure-A
  • Firm Details: – E-mail Id: – contact@startupkro.com

7. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of India. Each party hereby irrevocably submits to the exclusive jurisdiction of the courts of Haryana, India, for the adjudication of any dispute hereunder or in connection herewith.

8. NON-DISCLOSURE

  1. The parties to the contract will maintain the fiduciary relationship and non-disclosure during and after the agreement, of trade secrets, and IPs of each other shared during the course of the agreement.
  2. The Client agrees not to independently contact, communicate, or engage with any bankers, employees, credit managers, or other individuals introduced to them through the Agent (“Introduced Parties”) without providing prior notice to the Firm.
  3. In the event that the Client directly engages with any Introduced Parties without prior notice to the Firm, the Client shall be liable to pay a fee of 0.75% of the disbursed loan amount for each instance of such contact.

9. Public Relations

The Client hereby grants the Firm the right to use the Client’s Client name and success story resulting from the fundraising project for promotional and marketing purposes. The Firm may mention the Client’s name, logo, and related information in their marketing materials, website, or other promotional channels to showcase their successful MSME Loan / Grant assistance services.

10. ATTEMPT TO RESOLVE DISPUTES  

The parties agree that in the event of any disputes, the parties shall attempt to resolve the matter between themselves prior to commencing litigation.

11. DISPUTE RESOLUTION

  1. MEDIATION. The Parties agree to first mediate any disputes or claims between them in good faith resolve the disputes amicably and share the cost of mediation equally.
  2. ARBITRATION. Any dispute or claim arising out of or in connection with this contract, including any question regarding its existence, validity, or termination, shall be referred to and finally resolved by arbitration under the Webnyay Arbitration Rules (“Rules”) available at www.webnyay.ai, which Rules are deemed to be incorporated by reference into this clause. The Arbitral Tribunal shall consist of one arbitrator who shall be appointed in accordance with the Rules. The seat of the arbitration shall be Haryana, India. The language of the arbitral proceedings shall be English. The governing law of the contract shall be the substantive laws of India.

12. MISCELLANEOUS

  1. AMENDMENTS AND WAIVERS:

No amendment to this Agreement shall be effective unless it is in writing and signed by both Parties. No waiver of any breach of this Agreement shall be deemed to be a waiver of any other or subsequent breach, and no waiver shall be effective unless it is in writing and signed by the Party against whom the waiver is asserted.

  1. COUNTERPARTS:

This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument.

  1. BINDING EFFECT:

This Agreement shall be binding upon and inure to the benefit of the Parties hereto and their respective heirs, successors, and assigns.

  1. HEADINGS:

The headings contained in this Agreement are for the convenience of reference only and shall not affect the meaning or interpretation of this Agreement.

13. E-SIGNING OF AGREEMENT:

  1. The agreement between the parties will be binding in the format of Click Wrap Agreement embedded in ‘Annexure-A’ when in digital format over the online platforms of the Client, that includes but is not limited to the website, social media, e-commerce platform or any other Google Form used by the Firm for collecting the details & documents of the Client.
  2. By clicking “I agree” or using our website, you agree to be bound by the terms and conditions of our Agreement/Policy, which is incorporated into this Agreement by reference. You acknowledge that you have read and understood our Agreement/Policy and that you agree to comply with its terms and conditions. If you do not agree to be bound by our Agreement/Policy, you must not use our website and take our services.
  3. To ensure compliance with our Legal Service Agreement/Policy, all users/clients submitting their interest in for applying into fund/grant/loan and need professional legal help can hire the professional through this Google Form and agree to be bound by the terms and conditions of the agreement/policy as set forth by Start-Up Kro (Firm). By submitting their details and documents through this form, the client acknowledges that they have read and understood the agreement/policy and that they agree to comply with all provisions outlined therein.
  4. Legal Thirst Associates having Brand Start-Up Kro (Firm) reserves the right to review and reject any application that does not comply with the terms of the agreement/policy. Additionally, any breach of the agreement/policy may result in immediate termination of the client’s relationship with the Firm and may result in legal action.

By clicking “submit” on this Google Form, the client agrees to be bound by the terms and conditions of the Agreement/Policy of the Firm.

Contact – Ms. Ipshita Goyal
Co-Founder Start-Up Kro
+919728258074 | +918307947414

Annexure – A