Client Engagement Agreement

1.1 The parties

This agreement is between Green Rajasthan Private Limited, which trades as Comriq and is referred to below as "we", "us" and "our", and the person or organisation placing the order, referred to as "you".

If you are placing the order for a company, a firm or any other organisation, you are telling us that you are authorised to bind it, and "you" means that organisation as well as you personally.

1.2 When it starts

It starts when you tick the acceptance box at checkout and place your order. That tick is your signature. We record the date and time, the version of this agreement you accepted, and a fingerprint of the exact document you saw, so that neither of us has to rely on memory later.

It covers that order and every order you place afterwards, until we agree something different in writing.

1.3 What sits above it

Where we send you a written quote or work order for a specific job, that document and this agreement are read together. If they conflict, the specific document wins on the point it covers, and this agreement governs everything else.

2.1 Scope

We deliver what the order and the service page describe: the deliverables listed, to the scope listed, within the timeline given. The service page for each thing we sell sets out what is included and, just as importantly, what is excluded. Those exclusions are part of this agreement.

2.2 What is never included, unless the order says so in words

• Government, statutory and third-party fees. We pass these through at exactly what the authority charges and we add nothing to them.
• Anything that needs a licence, registration or professional authority we do not hold.
• Legal advice, tax advice or investment advice. We prepare and file; we do not advise you on whether to.
• Ongoing maintenance, hosting, support or content after a project is delivered.
• Work arising from information you gave us that turns out to be wrong or incomplete.

2.3 Timelines

Timelines run from the date we have everything we need from you, not from the date you pay. Where a government authority, a registrar or a third party has to act, the time they take is not in our control and is not part of our timeline.

2.4 Changes

If you want something outside the agreed scope, tell us and we will quote it. We will not start extra work until you have accepted that quote in writing. We will not silently absorb scope, and we will not silently bill for it.

Where a change is caused by a government fee changing, a form changing or a rule changing, we will tell you what changed and what it costs before we act on it.

2.5 Who actually does the work

Some of what we deliver is done by people outside our own team — a chartered accountant, a company secretary, an advocate, a design or development studio. We may engage them for part of your work without asking you each time.

This changes nothing about who you deal with and nothing about who answers for the result. We remain responsible to you for the whole engagement, including the part a subcontractor did, exactly as if we had done it ourselves. You do not have a contract with them, you do not chase them, and "our subcontractor was late" is not an answer we get to give you.

We remain responsible for their confidentiality too. Before a subcontractor is given anything of yours they accept a written undertaking to us covering confidentiality, use limited to your job, no copies kept once it is finished, and no passing anything on. See clause 11.3.

3.1 Two numbers, never one

Our professional fee and any government fee are always shown and invoiced as separate lines. We do not mark up a government fee. Where an authority does not publish an amount, we say so rather than estimate one.

3.2 Taxes

Fees are exclusive of any tax that applies. Where we are required to charge tax, it is shown separately on the invoice.

3.3 Refunds

Our refund policy sets out what is refundable, at what stage and for which kind of work, and it forms part of this agreement. Nothing is refundable where the engagement ends because you were in breach of clause 4 or clause 5.

4.1 Your warranties

Each of the following is a promise you make to us, every time you place an order and for as long as we are working for you. They are the basis on which we agree to act, and we rely on them.

• The identity details you give us are true, current and yours — your name, your organisation, your PAN, your registration numbers and your address.
• You are authorised to place the order and to bind whoever you are placing it for.
• The purpose you have told us the deliverable is for is the real purpose, described accurately and in your own words.
• That purpose is lawful, and it stays lawful.
• You hold every licence, registration, approval and permission the activity requires, and you will keep holding them.
• You will not use anything we deliver for anything in the prohibited use schedule at clause 5.
• Everything you give us to use — content, data, images, code, trade marks — is yours to give, or you have permission to give it.
• Any personal data you give us was collected lawfully and you have a lawful basis for handing it to us.

4.2 If any of this changes

Tell us immediately and in writing if any of these stops being true — if a licence lapses, if the purpose changes, if an authority starts asking you questions. Telling us is not an admission of anything. Not telling us is a breach of this agreement in itself.

4.3 Why we ask

We say this plainly because you are entitled to know why the questions are being asked. In India, a firm that builds or files for a client can be drawn into an investigation of what that client then did. The questions we ask, and the record we keep of your answers, are how we establish what we were told and when. They protect you too: a client who told us the truth has our records saying so.

5.1 The prohibited use schedule

You may not use anything we build, file, register or deliver, and you may not engage us in connection with, any of the following. Each entry names the licence or the law it sits behind, so that there is no argument later about what was meant.

• Betting, gambling, lotteries, fantasy sport played for money, or any game of chance played for stakes — State gaming and betting legislation; a State licence where one exists at all.
• Lending money, arranging loans, or any activity requiring registration as a Non-Banking Financial Company, without that registration — RBI registration as an NBFC, or a State money-lender licence.
• Accepting deposits from the public, or offering investment, chit-fund or securities schemes without registration — SEBI registration, RBI permission, or registration under the Chit Funds Act 1982; the Banning of Unregulated Deposit Schemes Act 2019.
• Operating a crypto exchange, custodial wallet or token sale without the registrations that activity requires — Registration with FIU-IND as a Virtual Digital Asset reporting entity, and any SEBI or RBI permission the structure needs.
• Multi-level marketing, chain schemes, pyramid schemes or money circulation schemes — The Prize Chits and Money Circulation Schemes (Banning) Act 1978, and the direct-selling rules under the Consumer Protection Act 2019.
• Presenting the site, app or communications as those of a bank, a regulator, a government body, or any real organisation the client is not — No licence makes this lawful. It is a fraud offence and, where a government body is imitated, an offence in its own right.
• Pornography or sexually explicit content — Section 67 and 67A of the Information Technology Act 2000.
• Scraping, harvesting or buying personal data the client has no lawful basis to hold, and sending unsolicited bulk messages — The Digital Personal Data Protection Act 2023, and TRAI's commercial-communication regulations.
• Selling counterfeit goods, or goods that infringe somebody else's trade mark, copyright or design — The Trade Marks Act 1999 and the Copyright Act 1957.
• Selling medicines, drugs or regulated health products without the licence that sale requires — The Drugs and Cosmetics Act 1940 and its Rules; a State drug licence.
• Any activity that needs a licence, registration or approval the client does not hold — this schedule is a list of examples, not a boundary — Whatever law governs the activity. The obligation is on the client to hold what the activity requires.

5.2 This list is examples, not a boundary

The last entry is deliberate. A list of ten things is not a definition of what is lawful, and you may not treat something as permitted merely because it is not named above.

5.3 If you are not sure

Ask us before you order. We would far rather decline a job than deliver one we have to withdraw from.

6.1 Indemnity

You will indemnify us — that is, you will make good our loss — against any claim, demand, proceeding, penalty, fine or investigation brought against us by anyone, including a regulator, a government authority or the police, and against the legal costs and internal costs we reasonably incur in dealing with it, where it arises out of:

• your use of anything we delivered;
• any content, data or material you gave us;
• your breach of a warranty in clause 4 or of the schedule in clause 5;
• your activity being carried on without a licence, registration or approval it required; or
• anything you told us that was untrue or incomplete.

6.2 How it works in practice

If a claim of that kind arrives, we will tell you about it promptly and give you a fair opportunity to take it over or to help defend it. We will not settle it in a way that admits liability on your behalf without asking you first. You will not settle it in a way that binds or blames us without asking us first.

This indemnity survives the end of this agreement. It has to: a claim of this kind usually arrives after the work is finished.

7.1 Suspension

We may suspend work, immediately and without notice, if we reasonably suspect that a warranty in clause 4 is untrue, or that the deliverable is being used or is intended to be used for anything in clause 5. We will tell you we have suspended, and why, unless clause 7.3 applies.

7.2 Ending it

We may end this agreement and any order under it on written notice if the suspicion is confirmed, if you do not answer our questions about it within a reasonable time, or if you are in material breach and have not put it right within seven days of us asking.

Where we end an engagement because you were in breach, no refund is due, and fees for work already done remain payable.

You may end an engagement at any time. What you get back is governed by our refund policy.

7.3 Disclosure to authorities

If a law enforcement agency, a regulator or a court asks us for information about you or your engagement, or if we form a reasonable belief that an offence is being or is about to be committed, we may give them what we hold — including your identity documents, the purpose you stated, our correspondence and this agreement — and we may do so WITHOUT telling you first.

We are not agreeing to be your confidant against a regulator, and we will not pretend otherwise in order to win the work. Where the law permits us to tell you, and telling you would not defeat the purpose of the request, we will.

8.1 Your deliverable

Intellectual property in the specific deliverable we create for you passes to you when you have paid for it in full, and not before. Until then we license it to you only for the purpose of reviewing it.

8.2 What stays ours

Our own tools, libraries, frameworks, templates, checklists, know-how and methods remain ours, including anything we improve while working for you. Where a deliverable contains them, you get a perpetual, non-exclusive licence to use them as part of that deliverable — not a licence to extract them and use them separately.

8.3 Third-party components

Where a deliverable includes third-party software, fonts, images or services, those come with their own licences and those licences govern them. We will tell you what they are.

8.4 Your material

Anything you give us stays yours. You license it to us only so far as we need it to do the work.

9.1 Government outcomes

Where an authority decides something — whether a name is approved, whether a registration is granted, whether a filing is accepted, how long it takes — that decision is theirs and not ours. We do not guarantee an outcome, an approval or a government timeline, and nothing we say should be read as a promise of one. What we are responsible for is preparing and submitting correctly and on time, and telling you honestly where we stand.

9.2 Statutory fees and requirements change

Fees and requirements are set by authorities and change without notice. We read them at source and record when we read them. Where a figure is marked indicative, it is not a quote and must not be relied on as one.

9.3 Limit of our liability

Our total liability to you for everything arising out of an engagement is limited to the professional fees you have actually paid us for that engagement. Government fees paid through us are not part of that cap, because they were never ours.

We are not liable for indirect or consequential loss, for loss of profit, revenue, business, goodwill, data or anticipated savings, however it arises.

Nothing in this clause limits liability that cannot lawfully be limited — including for fraud, or for death or personal injury caused by negligence.

9.4 Time limit

Any claim against us must be brought within twelve months of the date you became aware, or reasonably should have become aware, of the thing you are complaining about.

10.1 What we do with personal data

We process personal data under the Digital Personal Data Protection Act 2023. We use it for the purpose you gave it to us for — delivering the service you bought, meeting our own legal obligations, and dealing with an authority where the engagement requires it — and not for anything else. We do not sell it.

10.2 How long we keep it

Engagement records, including this agreement, your identity documents and what we filed, are kept for eight financial years, which is the period the Companies Act 2013 requires books and papers to be preserved for. An enquiry that never becomes an engagement is deleted after 24 months.

We keep this agreement and the acceptance record for the same eight years whatever happens to the engagement, because its whole purpose is to be producible later.

10.3 Security, and what we do if something goes wrong

Documents are stored encrypted and access is restricted to the people working on your engagement. If there is a personal data breach affecting you, we will notify the Data Protection Board and you, as the Act requires, and we will tell you what happened rather than what we would prefer you believed.

10.4 Your rights

You may ask us what personal data we hold about you, ask us to correct it, ask us to erase it where we are not required to keep it, and nominate somebody to exercise those rights if you cannot. Write to support@comriq.com. We will acknowledge within one business day and answer within 30 days.

Erasure has a limit we will not pretend away: where we are required by law to retain a record, or where it is evidence of what we filed on your behalf, we will keep it and tell you why.

10.5 Who else touches it

We use third parties to host, store and send: our database and file storage, our hosting platform, our email sender and our office email. Each processes data only on our instructions. Our privacy policy names them.

11.1 Both ways

Each of us will keep the other's confidential information confidential, use it only for this engagement, and not pass it on — except to people who need it to do the work, and except where the law requires disclosure.

Clause 7.3 is an express exception to this, and it prevails over this clause.

11.2 Naming you

We will not name you as a client publicly without your written permission.

11.3 Showing your documents to a subcontractor

You agree that we may disclose your documents and information to a subcontractor engaged under clause 2.5 — but only what that person needs in order to do the specific job they were given, and only for as long as they are doing it.

What that means in practice, and what we hold ourselves to: they are given the scope, the deadline and the documents required for the work, and nothing else. They are not given what you paid, what we charge, your other orders, your dealings with us, or your contact details beyond what the job needs. Their access begins when we assign the work and ends when we take it back — not when they say they have finished.

Every document of yours a subcontractor opens is logged: who opened it, which document, and when. You may ask us for that record at any time and we will give it to you.

This permission is for delivering your work. It is not permission to use your information for anything else, and it is not permission to pass it on again.

12.1 Things outside anyone's control

Neither of us is liable for a delay or failure caused by something genuinely outside our control — an act of government, a portal outage at an authority, a natural disaster, a general strike, war, or a failure of public infrastructure. We will tell you promptly and keep you told. If it lasts more than 60 days, either of us may end the affected engagement and we will settle up for the work done.

12.2 Transfer

You may not transfer this agreement without our written consent. We may transfer it to a company that acquires our business, and we will tell you if we do.

12.3 If a clause fails

If any clause turns out to be unenforceable, it is severed and the rest stands. A clause that is too wide is read down to what is enforceable rather than struck out entirely.

12.4 The whole agreement

This agreement, the order, the service page for what you bought, our refund policy and our privacy policy are the whole of what is agreed between us. Nothing said in a call, a chat or an email before you ordered adds to it — unless we confirmed it in writing and it went into the order.

This does not limit anything you are entitled to under the Consumer Protection Act 2019, and it does not exclude liability for any statement we made fraudulently.

12.5 Notices

Write to us at support@comriq.com. We will write to you at the email address on your order. An email is delivered when it is sent, unless it bounces.

12.6 Changes to this agreement

We may issue a new version. A new version applies to orders placed after it takes effect; it does not change the version you already accepted. Each version carries its own number, effective date and fingerprint, and the version you accepted is on the copy we sent you.

13.1 Law

This agreement is governed by the law of India.

13.2 Talk first

If something goes wrong, write to us and give us 30 days to put it right. Most things end there and neither of us should be paying lawyers for them.

13.3 Arbitration

A dispute that survives clause 13.2 is referred to arbitration by a single arbitrator under the Arbitration and Conciliation Act 1996. The seat is Jaipur, Rajasthan, the language is English, and the award is final and binding.

Either of us may still go to court for an urgent injunction, and going to court for one does not waive this clause.

13.4 Courts

Subject to clause 13.3, the courts at Jhunjhunu, Rajasthan, where our registered office is, have exclusive jurisdiction. If you are a consumer, this does not take away any right you have to bring a complaint before a consumer forum where you live.