GENERAL TERMS & CONDITIONS

These General Terms & Conditions (“T&C“) are entered into and binding on the first date of communication via any mode or first access of Website (define hereunder) as set out herein below by and between-
Vineet Barnwal, an Indian citizen, maintaining a permanent residence in Bangalore, hereinafter referred to as “Consultant” and Company/partnership firm/LLP/society/trust/university whether affiliated or deemed/individual accessing the website vineetbarnwal.com (“Website“) and/or enquiring, transacting or otherwise communicating with the Consultant for any services, consultation or otherwise offered by the Consultant, hereinafter referred to as the “You/Customer“, which term shall, as the case may be, deemed to include its successors, permitted assigns, partners, heirs, executors, trustees and/or administrators. In the event any individual communicates for services or accesses the Website for or on behalf of any company, partnership firm, LLP, society, trust, university or on behalf of any other individual (“Entity“), it shall be deemed that such individual has the right and authority to bind such Entity (irrespective of subsequent disengagement with such Entity), and the Entity shall be bound by these presents.

WHEREAS:
1. The Consultant specializes in and offers services including inter alia training, mentoring, skill development and allied services (“Services“). The Consultant further owns all rights in the Website;
2. The Customer includes a customer or a prospective customer engaging in or enquiring with the Consultant for Services;
3. By accessing or use of the Website and/or enquiring regarding the Services (“Business Activity“), the Customer agrees and accepts that these T&Cs are applicable as condition of offer by the Consultant to its Services and access to this Website.

NOW THEREFORE, as a condition to access the Website and/or establish communication to avail Services, You hereby agree to abide by the following terms and conditions-

1. DEFINITIONS & INTERPRETATION

1. Applicable Laws– shall mean legislation, statute, rules, orders, byelaws, notifications, judicial or quasi judicial orders, sanction or any such similar acts of parliament from an authority exercising its legislative or rule making power under any act or statute, including amendments and/or restatements thereto, in the territory of India. To the extent pertaining to Intellectual Property Rights (defined here under), the term ‘Applicable Laws’ shall mean the territory where the Service is provided or consumed, or from where the Website is accessed.
2. Confidential Information-shall mean to include but not limited to all data, program design, brochure, consultation advise, inputs provided by the Consultant, pricing information, trade secrets, program design, creative inputs, Content and all such information deemed as privileged & confidential, irrespective of the form and media of disclosure, and whether marked with confidentiality notice or not. Confidential Information shall include all surveys, notes, annotations, summaries and other excerpts, in whichever form created.
3. Content– shall mean to include but not limited to entire course content, presentation, methodologies, format, recommendations, inputs, templates, program design, program index, proposal, fee, analysis, action list, case studies, script or otherwise as used, referred to by the Consultant whether as displayed on the Website, or developed to provide Services or deliver Deliverables in accordance with these T&Cs.
4. Cookie Policy– shall mean the Cookies Policy as applicable for the use of Website.
5. Copyright notice-shall mean copyright notice required to be displayed in any recorded video or audio recorded in accordance with these T&Cs and is mandatorily required to be displayed in accordance with Clause 3 sub-clause
6. Deliverables– shall mean such part of the Content which are explicitly identified as deliverables or are provided in course of performing Services.
7. Fee– shall have the meaning ascribed to it in Clause 7
8. Intellectual Property Rights– mean all rights capable of being protected under the Applicable Laws, irrespective of whether the same has been registered or not, or filed for registration, or pending registration.
9. Materials– shall mean such materials developed specifically for You by the Consultant.
10. Privacy right-shall mean rights as described under Clause 6. All terms defined thereunder shall be interpreted in accordance with Applicable laws, including but not limited to Digital Personal Data Protection Act, 2023 including all amendments, restatements, and rules as notified thereunder.
11. Representatives– shall mean to include You, Entities’ officers, employees, directors, agents and other representatives. To the extent the T&Cs
12. Scope– shall mean agreed Deliverables, Services and/or part thereof agreed to be delivered by the Consultant.
13. Trade Secrets– shall mean to include entire Content, methodologies, course delivery, Materials and such other Deliverables and Services, deemed unique and attributable to the Consultant, disclosure or unauthorized use of which shall cause irreparable harm to the Consultant.

2. SCOPE

  1. You may select any offering(s) by the Consultant and/or require that the Scope include specific customizations as may be required by You. Any such Scope shall be provided in writing, on the basis of which the Consultant shall provide fee quote. Any amendments or modifications as to Scope shall attract additional fee as may be provided by the Consultant.
  2. You shall be solely responsible to ensure that the Scope confirms with the purpose of procuring these Services and that the Consultant is timely provided with all inputs, confirmation and details as necessary for the Consultant to perform Services.
  3. Any cancellation shall only be effective if made at least seven (7) calendar days prior to the date of performance of Services or part thereof. Provided however, in the event of any cancellation not caused due to the Consultant, entire Fee agreed. In event of any cancellation post finalization of the date of performance of Services, fifty percent (50%) of agreed Fee shall be payable. Reimbursements for cost and expenses incurred by the Consultant shall be payable irrespective of the cancellation.

3. INTELLECTUAL PROPERTY RIGHTS

  1. All rights and title in Content, trademarks, logo, format, formulae, etc. existing independently or prior to the Services belong solely and exclusively to the Consultant.
  2. All Intellectual Property Rights, including but not limited to trademarks, logo, copyright, design, patent, trade secret or otherwise in the Deliverables, Content, Materials, program design, advice, materials developed in performance of Services are solely and exclusively owned by the Consultant. The Parties agree that in use of Deliverables developed specifically for You, the Consultant has granted a limited license to You to only use such Deliverables in accordance with the Usage Rights as contained in Clause 4 herein below. Any use of such Intellectual Property Rights in breach of this sub-clause 2 of Clause 3 shall be deemed to be an infringement under these T&Cs.
  3. The Consultant further owns all rights, ownership, title, domain and content rights in the Website as posted on the Website and You agree to use the Website only in accordance with its intended use and subject to such terms and conditions of usage as may be prescribed from time to time.
  4. To the extent any pre-existing Intellectual Property Rights of the Customer are provided to the Consultant to be incorporated, used or otherwise aid in developing the Content and/or materials for delivery of Services, You shall inform the Consultant of its nature of being protected Intellectual Property Rights and grant to the Consultant a fully paid up, limited license to access and utilized these pre-existing Intellectual Property Rights solely in connection with the Services and as per sub-clause 5 of this Clause 3.
  5. The Consultant shall not own any Intellectual Property Right on any of Your Confidential Information or pre-existing Intellectual Property Rights as informed by You in writing. Provided however, to the extent use of or reference to any of Your Confidential Information or pre-existing Intellectual Property Rights in anonymised form or otherwise is made to develop the Deliverables, work in progress or part thereof or is embedded into such Deliverables, work in progress or part thereof, the Consultant shall own any Intellectual Property in such Deliverables, work in progress or part thereof.
  6. The Consultant shall continue to own and use all retained rights, skills and knowledge as developed whether during the course of providing Services for You or any other customer of the Consultant.

4. USAGE RIGHTS

  1. Subject to making timely payments of all fee payable by You in accordance with Clause 7 hereinafter, You shall solely use all Deliverables, Content, program design, advice, materials developed in performance of Services in accordance with these T&Cs. In the event any specific terms of usage are agreed upon in writing between You and the Consultant, You agree to use such Deliverables, Content, program design, advice, materials developed in performance of Services in accordance with such specific terms.
  2. In addition to retaining all Intellectual Property Rights as protectable under Applicable Laws from time to time, You agree that all Deliverables and Content constitute trade secrets of the Consultant, which can only be used in accordance with Clause 4 of these T&Cs. Any exception as to inter alia ‘fair use’, ‘educational purpose’, or otherwise as available to Content protected under applicable Intellectual Property Rights are hereby specifically and irrevocably waived by You in relation to said trade secrets of the Consultant.
  3. Any trade secrets of the Consultant shall not be used, disclosed or otherwise disseminated in any manner whatsoever. You shall not, at any time, directly or indirectly, by yourself or through a third party to develop competing or otherwise services, deliverables or products with the aid or reference to the Consultant’s Content, Materials, Intellectual Property Rights and/or advise, which, directly or indirectly competes with the Consultant and the Services and Deliverables offered by the Consultant. You acknowledge that any breach of this sub-clause 3 shall cause irreparable injury to the Consultant and shall be solely liable for compensating for entire loss of income to the Consultant owing to such breach, which shall, for the purpose of these T&Cs, deemed to be direct damages.
  4. If agreed upon in the Scope, You may record Consultant’s delivery of Services in video or audio form or both as per the Scope, provided all Copyright notices ascribing the Content as owned by the Consultant is suitably displayed in a non-editable form, and such recordings are used strictly in accordance with agreed usage rights. Unless specifically agreed in the Scope and invoiced under Clause 8 herein below, no right to record or reproduce in any format, whether audiography, videography or otherwise is permitted. In the event of Your conduct contrary to this sub-clause 3 of Clause 4, such act shall be deemed to be infringement and along with other remedies as available for infringement of such Intellectual Property, all losses, actual or deemed, to the Consultant due to such breach by You shall be payable by You.
  5. Deliverables, Content and Materials or parts thereof, including such materials on which the Consultant owns all Intellectual Property Rights whether developed in performance of Services or part thereof, or pre-existing and/or constitute trade secrets of the Consultant cannot be used by You directly or indirectly to develop or cause to be developed any competing services or materials or for internal consumption whatsoever, unless it is specifically agreed in the Scope to permit You to develop such materials on the agreed Deliverables.

5. CONFIDENTIALITY & NON-USE

  1. Any Confidential Information shared by the Consultant or to which You or your agents and/Representatives become privy to shall be protected from any disclosure and shall not be used in any manner except in accordance with the T&Cs. Such Confidential Information shall only be shared with such agents and Representatives who have a demonstrated ‘need to know’ in furtherance of the business engagement envisaged herein provided that such agents and Representatives have been informed of the confidentiality associated with such Confidential Information and suitably bound by confidentiality and non-use covenants at least as stringent as contained herein. You shall continue to be liable for any breaches by your agents and/or Representatives.
  2. All obligations as to confidentiality and non-use shall survive any termination or expiry for a period of three (3) years from such date of termination or expiry. Provided however, to the extent any Confidential Information incorporates or is identified to be a trade secret, or incorporates any other rights such as Intellectual Property Rights of the Consultant, the obligations as to confidentiality and non-use shall survive till such time the Consultant denotes such Confidential Information to be free of any such restriction in writing.
  3. To the extent any information, material, details or inputs provided by You constitute any Confidential Information, You shall, inform the Consultant as to confidential nature thereto, and subject to retained rights under Clauses 3 and 4, the Consultant shall keep such Confidential Information confidential and use it only for the purpose of delivering Deliverables and performing Services in accordance with these T&Cs.
  4. The Consultant shall retain any Confidential Information for such period as may be required for the Consultant to comply with its compliance or other legal requirements under Applicable Law or these T&Cs.

6. COMPLIANCE WITH APPLICABLE LAWS

  1. You agree that in using this Website and/or Services, You may share with the Consultant such information which may be classified as personal data of any person. To the extent any such details are shared, you confirm that You have, shared such personal data with the Consultant in full compliance with Applicable Laws, including but not limited to Digital Personal Data Protection Act, 2023, including rules notified there under, amendments and/or restatements. You further agree and confirm that to the extent sharing such personal data is required to comply with relevant provisions of Information Technology Act, 2000, or other such Applicable Laws, You are fully compliant with the same.
  2. In the event You are located in a country other than India, You agree to comply with all Applicable Laws of such country as applicable in relation to the Data Principals/ data subjects (by whichever name designated under relevant laws) and procure for the Consultant such rights as may be necessary to comply with this Clause 6 under applicable laws in such country. Provided however, the Consultant shall, only be required to comply with the Applicable Laws in India.
  3. You authorise the Consultant to utilize any personal data in manner as required to fully develop and deliver Deliverables and Services hereunder. To the extent sharing such data requires consent from identified Data Principals (as defined under the Digital Personal Data Protection Act, 2023), You shall ensure that the Data Principals consents to such personal data pertaining to such Data Principal to be shared with and processed by the Consultant in relation to this T&C.
  4. The Consultant may retain such personal data for a period of three (3) years, provided that the Consultant may continue to keep such data in anonymised form indefinitely. To the extent any such personal data is used pursuant to Clause 11, the same shall be deemed to be personal data voluntarily provided by the Data Principals and the Consultant shall have full authority to retain and publish the same in accordance with Clause 11 hereunder, without the same constituting any breach of this Clause 6 whatsoever. By entering into these T&Cs or by sharing any personal data, You hereby represent and warrant that You have authority to bind relevant Data Principals with the requirements in compliance with this sub-clause 3 of Clause 6.

7. FEE & CONSIDERATION

  1. In consideration of the Services performed and/or Deliverables delivered, You agree to pay to the Consultant, without any protest, delay or demur, entire consideration (“Fee/Consideration“) as agreed between the Consultant and You. In the event fee proposal provided by the Consultant for fixed scope of work is neither confirmed nor rejected by You, the same shall be deemed accepted at the earlier of expiry of fifteen (15) days from date of such proposal (provided that such proposal is not further amended by the Consultant) or commencement of Services, and You shall be bound by the same.
  2. In addition to the Fee charged by the Consultant, the Consultant shall be entitled to seek reimbursement on pure agency basis for all stationary, printing, procurement of accessories or other items as required for provision of Services, travel, intra city costs, boarding and lodging expenses incurred directly in relation to performance of the Services to You. The Consultant shall be entitled to travel to the place of performance of Services (or part thereto) via air and accommodation in a hotel with a rating of at least four stars or above. Provided however, wherever You arrange said air travel tickets, boarding and lodging arrangements, reimbursement for these specific costs shall not apply, without prejudice to Consultant’s right to obtain reimbursements for all other expenses incurred. In the event the place of performance of Services is not reachable through air, You shall solely be responsible for arranging train tickets at least in 2AC coach. Any such reimbursement shall be deemed ex-Bangalore and in the event the Consultant is required to travel from any other location, the Consultant shall be entitled to invoice on the basis of prices to and from Bangalore as on the date of booking.
  3. The Consultant shall raise invoice in advance or upon completion of Service or delivery of Deliverables in accordance with the fee terms agreed in writing with You. If no such terms are agreed upon, the Consultant shall raise invoice on the day preceding the first date on which Services are rendered and/or Deliverables or part thereof are delivered. The amount of invoice shall be in accordance with the fee proposal. Fee becomes payable and due immediately upon the invoice is raised and shall be paid on or before lapse of thirty (30) calendar days from the date of invoice to the account details as specified in the invoice. All fee shall be payable after deducting relevant tax at source. Any GST paid or payable shall be in addition to the invoice amount.
  4. The Consultant is registered under the Micro, Small and Medium Enterprises Development Act, 2006 (“MSME Act“) and retains its full right to assert timeliness of payments and dispute resolution as provided under the said MSME Act. You agree and acknowledge that MSME Act mandates payments by You to an MSME registered enterprise within agreed time period, failing which, a compound interest with monthly rests is applicable at three times rate notified by the Reserve Bank of India.
  5. In event of any use of Deliverables and/or Services by You exceeding or contrary to Your usage right under Clause 4 and/or any sub-clauses thereto herein above, the same shall be treated as additional Services sought and the Consultant shall have a right to invoice You for increased usage. Such charges may be levied upon standard rates as may be applicable for such Services or Deliverables by the Consultant from time to time. In the event any unauthorised videography, audiography or other reproduction or record by any means is created and disseminated, or in the event of breach of sub clause 4 of Clause 4, the Consultant shall, in addition to fee payable for such recording and reproduction, also levy a per use royalty fee at such rate as may be prescribed from time to time. You agree that this sub-clause 4 represents the fee payable and does not constitute remedy for Your breach.
  6. You hereby agree and acknowledge that Fee under this Clause is payable upon performance of Services in accordance with these T&Cs and/or any written agreement between You and the Consultant, and not on Your acceptance, whether of Deliverables or otherwise.

8. INDEMNIFICATION

  1. You hereby agree to defend, indemnify and hold the Consultant harmless against any breach of these T&Cs including all claims, costs, damages, losses, liability or expenses arising therefrom.
  2. To the extent the Consultant incurs any legal costs, attorney expenses, court fee or other such expenses in exerting a claim owing to Your breach under these T&Cs, you shall solely be liable to indemnify the Consultant against all such costs and expenses.
  3. All losses of income, loss of opportunity or similar losses caused to the Consultant owing to Your breach shall be deemed to be acknowledged direct damages under these T&Cs, and cannot be excluded from indemnification and/or Your liability whatsoever.

9. LIMITATION OF LIABILITY

  1. You agree that You have accepted to access the Website and/or avail Services, or raise query from the Consultant having read and understood all the terms and condition attached thereto and contained in these T&Cs. You agree and acknowledge that You have evaluated the suitability of Services and usefulness of the same for the purpose You require. The Consultant shall not be, in any event, liable for any loss, claim, damage, cost, expense, reimbursement or liability caused to You or incurred by You for any reason whatsoever.
  2. In the event the Consultant is required to discharge Services or part thereof from Your premises, or venue arranged for by You, You shall be solely responsible to undertake such safety and health measures as may be required. To the extent required, You shall undertake suitable insurance and extend such cover to the Consultant.

10. DISCLAIMER OF WARRANTY

THE CONSULTANT DOES NOT WARRANT THAT THE SERVICES PERFORMED OR DELIVERABLES DEVELOPED SHALL FULFIL ANY SPECIFIC PURPOSE, BE MERCHANTABLE, BE FIT FOR ANY SPECIFIC PURPOSE, ACHIEVE SPECIFIC RESULT OR OTHERWISE OBTAIN CERTAIN PERFORMANCE. YOU ARE SOLELY RESPONSIBLE TO EVALUATE WHETHER THE SERVICES AND DELIVERABLES OF THE CONSULTANT ARE RELEVANT FOR YOU. ALL WARRANTIES, CONDITIONS OR STATEMENTS IN RELATION TO THE SERVICES AND DELIVERABLES, WHETHER IMPLIED, LATENT, STATUTORY OR OTHERWISE ARE HEREBY DISCLAIMED IN FULL.

YOU HEREBY AGREE AND ACKNOWLEDGE THAT USAGE OF THIS WEBSITE IS SOLELY AT YOUR OWN RISK AND THE CONSULTANT SHALL NOT BE LIABLE FOR ANY LOSS, DAMAGE, LIABILITY, CLAIM OR OTHERWISE DUE TO USE OF THIS WEBSITE.

11. PUBLICITY

The Consultant may, at its own discretion, use Your name, logo, trademark to publish Consultant’s works whether on Website, social media or otherwise. You hereby agree that any such use of Your name, logo, trademark or other such details used or displayed solely for the purpose of marketing, advertising or showcasing Consultant’s works whether shall not constitute any breach or infringement whatsoever. The Consultant may seek specific citations, testimonials or feedback from You and/or your Representatives and shall have all right to display, redact, modify or alter any video or audio testimonials so furnished. Any testimonials or citations so provided shall be deemed to be voluntary dissemination of personal data by relevant Data Principals, without any requirement of additionally seeking any consent whatsoever.

12. ORDER OF PRECEDENCE

  1. These T&Cs supersede and override any other terms, previous agreement, standard template of the other party or otherwise.
  2. These T&Cs may only be amended in writing, when accepted by the Consultant.
  3. In the event the Consultant and You agree to additional specific terms, such specific terms shall be construed and read harmoniously, provided to the extent of any conflict, the terms of specific terms shall precede the terms as contained in these T&Cs.

13. GOVERNING LAW, JURISDICTION & DISPUTE RESOLUTION

  1. These T&Cs are entered into in Bangalore and are subject to exclusive jurisdiction of courts in Bangalore.
  2. Any dispute pertaining to the interpretation, Fees, delay and/or recovery under these T&Cs shall be subject to dispute resolution as provided under Chapter V of the MSME Act, 2006.
  3. Provided however, nothing herein shall prevent the Consultant from obtaining from courts having jurisdiction such interim measures, injunction or other such directions to the extent required to protect its own interests, including but not limited to limiting any dissemination of Confidential Information, asserting its Intellectual Property Rights, receiving Fee and reimbursements, etc.

14. MISCELLANEOUS

  1. Entirety- These T&Cs constitute the entire agreement between the Parties to the exclusion of any previous or other standard forms of terms and conditions or agreements, and shall shall be supplemented by such agreed modifications or amendments as made by both parties in writing.
  2. Severability- In the event any of the Clauses contained herein are rendered unenforceable whether owing to change in laws or interpretation thereof, such Clause shall be suitably severed or modified to enforce to the maximum extent possible the intent of these T&Cs.
  3. Waiver– No forbearance or delay in exercising rights or remedies as contained herein shall be deemed to be a waiver and the Consultant’s rights shall be retained in full to the maximum extent permissible under law.
  4. Remedies– All remedies contained herein are cumulative and not exhaustive and available at the sole discretion and exercise of the Consultant.
  5. Survival– all terms which are meant to survive, including but not limited to terms pertaining to Intellectual Property, Usage Rights, Confidential Information, Trade Secrets, Fee & Consideration, Indemnity, Limitation of Liability, Disclaimer of warranty, Governing Law, Jurisdiction & Dispute Resolution and this Clause Miscellaneous shall survive any termination or expiry of these T&Cs.
  6. Term & Termination- These T&Cs are entered into and applicable on the earlier of-
  1. Your use of the Website; or
  2. Receipt of Your enquiry by the Consultant through any mode as specified on the Website; or
  3. Engagement based on Your confirmation
Upon coming in force, these T&Cs shall continue to be effective till the later of
  1. last use of the Website
  2. The Consultant being in full and final receipt of all Fees and reimbursements as payable under these T&Cs.
Upon commencement of any work towards Services, these T&Cs cannot be terminated whatsoever except-
  • Incapacity, ill health or injury of the Consultant;
  • Force majeure, preventing Consultant from performing Services on such date, time or location as agreed, unless the Parties agree upon a different mode of performing and/or receiving Services;
  • Change of control, restructuring, bankruptcy petition filed against Your Entity.
Provided however, Your liability to discharge obligation as to payment of Fee and/or reimbursement incurred prior to such Termination shall continue to survive in full. In event of termination owing to sub-clause 7(i) or (ii), the Consultant shall offer alternate dates for performance of Services upon culmination of the event preventing or restricting the Consultant from performance.

Terms & conditions

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