Svega Consulting
Svega Consulting
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Terms and Conditions of Service

Please read these Terms and Conditions (“Terms”) carefully before engaging SVEGA Consulting for any services. By signing an engagement letter, Statement of Work, or by otherwise utilising our services, you (“Client”) agree to be bound by these Terms. These Terms constitute a legally binding agreement between you and SVEGA Consulting (“SVEGA”, “we”, “us”, or “our”).

These Terms are subject to and shall be construed in accordance with the laws of India, including the Indian Contract Act, 1872, and all other applicable statutes and regulations.

About SVEGA Consulting

SVEGA Consulting is a specialised advisory firm that builds social governance systems for mid-sized Indian companies. Our services encompass diagnostics, system design, supplier compliance frameworks, and ongoing advisory to support BRSR (Business Responsibility and Sustainability Reporting) readiness, stakeholder accountability, and export credibility.

Scope of Services

SVEGA provides consulting services including, but not limited to:

  • Social governance diagnostics and gap assessments
  • Design and implementation of social governance systems
  • Supplier compliance programme development and monitoring
  • BRSR readiness advisory and report preparation support
  • Stakeholder engagement strategy and frameworks
  • Export credibility advisory for international buyer requirements
  • Ongoing advisory retainers

The specific scope of services for each engagement shall be detailed in a separate Statement of Work (“SOW”) or engagement letter signed by both parties. In the event of any conflict between these Terms and an SOW, the SOW shall prevail with respect to that specific engagement.

Engagement and Onboarding

All engagements commence upon execution of a mutually agreed SOW or engagement letter. SVEGA will not commence billable work until both parties have signed the relevant documents.

As a condition of every engagement, both parties shall execute a Non-Disclosure Agreement (“NDA”) prior to the exchange of any confidential information. The NDA shall govern the treatment of all confidential information shared during and after the engagement.

Client Responsibilities

The Client agrees to:

  • Provide SVEGA with accurate, complete, and timely information, documents, and access necessary for the provision of services
  • Designate a primary point of contact who has the authority to provide instructions and approvals on behalf of the Client
  • Review and provide feedback on deliverables within timeframes agreed in the SOW
  • Ensure that any third-party data or information shared with SVEGA has been obtained lawfully and with appropriate permissions
  • Comply with all applicable laws and regulations relevant to the subject matter of the engagement

Delays or failures caused by the Client’s non-compliance with the above may result in revised timelines, additional fees, or suspension of services. SVEGA shall not be held liable for any consequences arising from such delays.

Fees, Invoicing, and Payment

5.1 Fees

Fees for each engagement shall be as specified in the applicable SOW or engagement letter. SVEGA reserves the right to revise its standard fee rates with 30 days’ written notice for new engagements.

5.2 Invoicing

Invoices will be raised in accordance with the payment schedule set out in the SOW. Unless otherwise agreed, invoices are payable within 14 (fourteen) days of the invoice date.

5.3 Late Payment

Amounts not paid by the due date shall attract interest at the rate of 1.5% per month (or the maximum rate permitted by applicable law, whichever is lower) from the due date until the date of full payment. SVEGA reserves the right to suspend services if any invoice remains overdue by more than 21 days.

5.4 Taxes

All fees quoted are exclusive of applicable Goods and Services Tax (GST) and any other statutory levies. GST and other taxes shall be charged in addition to the fees at the prevailing rate and shall be the sole responsibility of the Client.

5.5 Expenses

Out-of-pocket expenses (including travel, accommodation, and third-party costs) incurred by SVEGA in connection with an engagement shall be reimbursed by the Client at cost, provided that material expenses are pre-approved in writing by the Client.

Intellectual Property

6.1 SVEGA’s Pre-Existing IP

All methodologies, frameworks, tools, templates, know-how, and other intellectual property developed by SVEGA prior to or independently of any engagement (“Pre-Existing IP”) remain the exclusive property of SVEGA. Nothing in these Terms or any SOW transfers any rights in Pre-Existing IP to the Client.

6.2 Deliverables

Subject to full payment of all fees and expenses, SVEGA grants the Client a non-exclusive, non-transferable, royalty-free licence to use the deliverables produced under a specific engagement for the Client’s internal business purposes only.

6.3 Client Materials

All documents, data, reports, and other materials provided by the Client to SVEGA remain the property of the Client. The Client grants SVEGA a limited licence to use such materials solely for the purpose of delivering the agreed services.

Confidentiality and Non-Disclosure

Both parties acknowledge that in the course of an engagement, each may receive or have access to confidential information of the other. The parties shall treat all such information as confidential and shall not disclose it to any third party without prior written consent, except as required by law or regulation.

The specific terms governing confidentiality shall be set out in the NDA executed between the parties at the commencement of each engagement. The NDA shall survive the termination or expiry of the engagement for the period specified therein.

SVEGA may, with the Client’s prior written consent, reference the engagement in its marketing materials or portfolio in a manner that does not disclose any confidential information.

Data Protection and Privacy

SVEGA is committed to protecting personal data in accordance with applicable Indian law, including the Information Technology Act, 2000, the Information Technology (Reasonable Security Practices and Procedures and Sensitive Personal Data or Information) Rules, 2011, and the Digital Personal Data Protection Act, 2023 (“DPDPA”).

Any personal data processed by SVEGA in connection with the services shall be processed only to the extent necessary for the delivery of those services. Please refer to SVEGA’s Privacy Policy (available at svegaconsulting.com) for further details on how we collect, use, store, and protect personal data.

Limitation of Liability

To the fullest extent permitted by applicable law:

  • SVEGA’s total aggregate liability to the Client in connection with any engagement, whether arising in contract, tort (including negligence), breach of statutory duty, or otherwise, shall not exceed the total fees paid by the Client to SVEGA under the relevant SOW in the three (3) months immediately preceding the event giving rise to the claim.
  • SVEGA shall not be liable for any indirect, incidental, special, consequential, or punitive loss or damage, including loss of profits, revenue, business, data, goodwill, or anticipated savings, even if SVEGA has been advised of the possibility of such losses.
  • SVEGA’s advisory services are provided in good faith based on the information available at the time. SVEGA does not guarantee specific business outcomes, regulatory approvals, or third-party decisions resulting from the implementation of its recommendations.

 

Nothing in these Terms limits or excludes any liability that cannot be limited or excluded by law, including liability for death or personal injury caused by negligence or for fraud.

Termination

11.1 Termination for Convenience

Either party may terminate an engagement by providing 30 (thirty) days’ written notice to the other party. The Client shall remain liable for all fees for services rendered up to the effective date of termination, together with any non-cancellable expenses reasonably incurred by SVEGA prior to receiving notice.

11.2 Termination for Cause

Either party may terminate an engagement with immediate effect by written notice if the other party:

  • Commits a material breach of these Terms or the applicable SOW and, where the breach is capable of remedy, fails to remedy it within 14 days of written notice
  • Becomes insolvent, enters into liquidation, or has a receiver or administrator appointed over any of its assets
  • Engages in conduct that is fraudulent, dishonest, or illegal
11.3 Effect of Termination

Upon termination, all licences granted under these Terms shall cease. Each party shall promptly return or destroy the other party’s confidential information (subject to the NDA). Provisions that by their nature should survive termination, including Clauses 6, 7, 9, and 13, shall continue in full force and effect.

Force Majeure

Neither party shall be in breach of these Terms or liable for delay in performing, or failure to perform, any of its obligations under these Terms if such delay or failure results from events, circumstances, or causes beyond its reasonable control, including but not limited to acts of God, pandemics, natural disasters, government actions, civil unrest, power failures, or internet disruptions. In such circumstances, the affected party shall promptly notify the other party and the time for performance shall be extended for the duration of such circumstances.

Warranties and Disclaimers

SVEGA warrants that:

  • It has the right, power, and authority to enter into these Terms and to perform its obligations hereunder
  • Services will be provided with reasonable skill and care by appropriately qualified personnel
  • It will comply with all applicable laws and regulations in the performance of its services

 

SVEGA does not warrant that its services will result in compliance with any specific regulatory requirement, or that the implementation of its recommendations will achieve any particular commercial outcome. The Client is solely responsible for all decisions made in reliance on SVEGA’s advice.

Dispute Resolution

In the event of any dispute, controversy, or claim arising out of or relating to these Terms or any engagement, the parties agree to first attempt to resolve the dispute through good-faith negotiations at senior management level.

If the dispute is not resolved within 30 days of written notice, either party may refer the matter to mediation under the rules of an agreed mediating body. If mediation fails, the dispute shall be finally resolved by arbitration conducted in accordance with the Arbitration and Conciliation Act, 1996 (as amended). The seat of arbitration shall be Mumbai, India, and proceedings shall be conducted in English.

Notwithstanding the above, either party may seek urgent injunctive or other equitable relief from a court of competent jurisdiction.

Governing Law and Jurisdiction

These Terms and any disputes arising from or in connection with them shall be governed by and construed in accordance with the laws of India. Subject to Clause 13, the courts of Mumbai, Maharashtra, India shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with these Terms.

General Provisions

15.1 Entire Agreement

These Terms, together with any applicable SOW, engagement letter, and the NDA, constitute the entire agreement between the parties with respect to the subject matter hereof and supersede all prior agreements, representations, and understandings.

15.2 Amendments

SVEGA may update these Terms from time to time. Clients will be notified of material changes. Continued engagement following notice of changes constitutes acceptance of the revised Terms. All changes to an SOW must be agreed in writing by both parties.

15.3 Waiver

No failure or delay by either party in exercising any right or remedy shall constitute a waiver of that right or remedy. A waiver of any breach shall not be construed as a waiver of any subsequent breach.

15.4 Severability

If any provision of these Terms is found to be invalid, illegal, or unenforceable by a court of competent jurisdiction, that provision shall be deemed modified to the minimum extent necessary to make it enforceable. If such modification is not possible, the relevant provision shall be deleted. Such modification or deletion shall not affect the validity and enforceability of the remaining provisions.

15.5 Assignment

The Client may not assign or transfer any of its rights or obligations under these Terms without SVEGA’s prior written consent. SVEGA may assign its rights and obligations to any successor entity or affiliate upon written notice to the Client.

15.6 Notices

All notices under these Terms shall be in writing and delivered by email or courier to the addresses specified in the applicable SOW or engagement letter. Notices by email shall be deemed received on the next working day following transmission (subject to confirmation of delivery).

15.7 Relationship of Parties

The parties are independent contractors. Nothing in these Terms creates any partnership, joint venture, agency, franchise, or employment relationship between SVEGA and the Client.