1. Scope of Services

Under this Agreement, GreenTick Adviso Solutions (“GreenTick Adviso”) agrees to provide services as outlined in the Engagement Letter signed with the Customer. All related information, documents, reports, and materials will be handled with strict confidentiality and will not be disclosed to unauthorized parties.

2. GreenTick Adviso’s Commitments

GreenTick Adviso represents and assures that:

  • Services will be delivered in compliance with applicable laws and regulations
  • Assigned personnel possess the necessary skills and technical expertise
  • Services will be performed professionally and with due care
  • No harmful code (such as viruses or malware) will be introduced into the Customer’s systems

3. Confidentiality

GreenTick Adviso agrees to maintain strict confidentiality of all Customer-related information, including technical, financial, business, and operational data (“Confidential Information”).

  • Confidential Information includes all forms of data shared verbally, digitally, or physically
  • Such information will not be disclosed to any unauthorized third party
  • Confidential Information will not be used for personal benefit or third-party advantage
  • Intellectual property rights of the Customer will be fully respected
  • Upon request, all confidential materials must be returned or destroyed

The Customer acknowledges that email communication may be used, although it may not always be fully secure.

These confidentiality obligations will continue even after the termination of this Agreement.

4. Term

This Agreement remains valid for the duration specified in the Engagement Letter, starting from the agreed Engagement Start Date.

5. Termination

Either party may terminate this Agreement:

  • If a breach occurs and is not resolved within 30 business days after written notice
  • Immediately, if the breach cannot be remedied

6. Ownership & Intellectual Property

All intellectual property, including documents, reports, systems, and related materials, remains the sole property of the Customer.

This Agreement does not grant GreenTick Adviso any ownership, license, or rights over the Customer’s intellectual property.

7. Indemnification

The Customer agrees to indemnify and protect GreenTick Adviso from claims, losses, or damages arising from the engagement, except in cases of:

  • Bad faith
  • Gross negligence
  • Willful misconduct by GreenTick Adviso

Any indemnification will be limited to the fees paid for the services.

8. Limitation of Liability

GreenTick Adviso’s total liability for any loss or damage will be limited to the amount paid by the Customer for the services.

This limitation applies to GreenTick Adviso, its directors, employees, and agents.

9. Entire Agreement

This Agreement, along with the Engagement Letter, represents the complete understanding between both parties.

Any changes must be made in writing and signed by both parties. In case of conflict, the Engagement Letter will take precedence unless stated otherwise.

10. Relationship of Parties

Both parties operate as independent contractors.

  • No partnership, employment, or agency relationship exists
  • GreenTick Adviso cannot bind the Customer legally
  • GreenTick Adviso is responsible for its own costs, tools, and resources
  • GreenTick Adviso is not entitled to any employee benefits from the Customer

11. Use of Reference

The Customer permits GreenTick Adviso to use its name and logo for marketing, proposals, and promotional purposes.

12. Severability

If any part of this Agreement is found invalid or unenforceable, the remaining provisions will continue to remain in effect.

13. Assignment

GreenTick Adviso may not transfer or assign this Agreement without prior written approval from the Customer.

14. Governing Law

This Agreement is governed by the laws of India. Any disputes will fall under the jurisdiction of courts in Ahmedabad.

15. Force Majeure

GreenTick Adviso will not be held responsible for delays or failure in performance caused by events beyond its control, including:

  • Natural disasters
  • Government actions
  • Fires, accidents, or industrial disputes

If such conditions continue for more than 30 days, the Customer may terminate the Agreement.

16. Anti-Corruption

The Customer confirms that no illegal payments, bribes, or improper benefits have been offered or received in connection with this Agreement.

Any violation must be reported immediately.

17. Interpretation

Terms such as “including” or “such as” should be interpreted as “including without limitation.”