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This is partnership deed between two partners having 50% share in partnership. the deed covers all the major clauses including objective, taxation aspect, contribution in partnership, loan to partnership by any partner, dispute resolution etc.
DEED OF PARTNERSHIP
THIS INDENTURE OF PARTNERSHIP made and entered into at on this ___ day of , 2018.
B E T W E E N
(1) MR. , S/o , adult, Indian, Inhabitant having his address at _____________________________________ (which expression shall unless it be repugnant to the context or meaning thereof, include his heirs, executors, administrators, legal representatives and assigns) hereinafter called as the Party of the First Part,
(2) MS. , D/o , adult, Indian, Inhabitant having her address at _____________________________________________________(which expression shall unless it be repugnant to the context or meaning thereof, include her heirs, executors, administrators, legal representatives and assigns) hereinafter called as the Party of the Second Part.
A. The Parties hereto of the First Part and Second Part are desirous of doing and carrying on the business in partnership of organising workshops, educational talks, tours, heritage walks, events and consultancy services and description in the firm name and style of M/s. _____________________________having their office address at __________________________(hereinafter referred to as “said Firm”) on the terms and conditions mutually agreed by and between them.
B. The Parties herein agree that the above said firm shall carry business through the above stated office address which solely belongs to Mr.___________________________ (hereinafter referred to as “said Property”).
C. The Parties hereto are desirous of recording in writing the terms and conditions upon which they shall carry on the said business in partnership.
NOW THIS INDENTURE WITNESSETH AND IT IS HEREBY AGREED BY AND BETWEEN THE PARTIES HERETO AS UNDER :
(1) DATE OF COMMENCEMENT:
The Partnership business has been and shall be deemed to have commenced as and from date above stated.
(2) NAME AND STYLE:
The firm name and style of the Partnership business has been mutually decided as and shall be M/s. . However the Parties hereto are at liberty to keep any other firm name or names as the Parties hereto may from time to time unanimously agree upon.
(3) DURATION AND MANNER:
The Partnership is a Partnership AT WILL and shall be determined in the manner hereinafter appearing.
(4) BUSINESS OF THE FIRM:
The business of the Partnership shall be that of organising workshops, educational talks, tours, heritage walks, events and consultancy services and any other related business or businesses as may be agreed upon by the parties hereto from time to time in the firm name and style of M/s.___________________________. However, the Parties hereto shall be at liberty to carry on any other business or businesses as the Parties hereto may from time to time mutually agree upon.
(5) REGISTERED PLACE OF BUSINESS:
The business of the Partnership shall be carried on at ________________________________________. However, the Parties hereto are at liberty to carry on business activities at such other place or places of business as the Parties hereto may from time to time mutually agreed upon.
(6) CAPITAL OF THE FIRM:
(a) The capital required for the business of the Partnership firm has been and shall be contributed, arranged or financed by the Parties hereto in such proportions and manner as the Parties hereto may mutually agree upon from time to time. It is agreed between the parties that initial capital of Rs. /- (Rupees Fifty Thousand only) for setting up the business shall be brought by both the partners proportionately.
(b) If in addition to the capital contributed by the Partners, any further capital is required for the business of the Partnership firm, the Parties hereto shall be entitled to raise the required capital and finances by way of the Loans, Deposits, Advances and Borrowings from any person or persons, Firms, Companies, Corporations, Banks, Bankers, Associations, Trusts and from any other financing institutions at such rate of interest and on such terms and conditions, as to the security or the repayment as may be available and as it may be in the best interest of the firm, but with the concurrence and signatures of both the partners and only after their unanimous decision in that regard.
(7) REMUNERATION AND INTEREST TO PARTNERS:
Both the parties i.e. the Party of the First Part and Second Part i.e. Mr. Nikhil Kala and Ms. Sakshi Bansal shall be ‘Working Partners’ and shall be responsible for carrying out the day to day functioning /the business of the Partnership firm, day to day management, maintaining of accounts, office bank affairs, purchase and sales of goods and services, recovery of dues, Income Tax and other Tax matters etc. The partners will mutually decide about the work to be undertaken by each of them.
The remuneration payable to working partners shall be :-
1. Mr. 50% per month
2. Ms. 50% per month
The salary will be credited / drawn to the account of each working partner at the end of the month/year/period as may be mutually decided by the partners.
The total remuneration payable to working partners shall be subject to the conditions laid down in section 40 (b) of the Income Tax Act, 1961 and any subsequent modifications and re-enactments thereof :
(i) In case of loss or book profit upto Rs.3,00,000/- for the year Rs.1,50,000/- or 90% of the book profit whichever is higher.
(ii) In case of amount of book profit exceeding Rs.3,00,000/- for the year Rs.2,70,000/- plus the 60% of the excess book profit over Rs.3,00,000/.
For the purpose of this clause the expression “Book Profit” shall mean the “Book Profits” as defined in the section 40 (b) of the Income Tax Act, 1961 or any other statutory modification or re-enactment thereof for the time being in force.
In addition to above, it is agreed that the firm may pay interest to the partners on the amount of capital contributed or any loan advanced by them to the firm at the rate of 12% simple interest per annum or at such other rate as may be mutually agreed or as prescribed under Section 40 (b) of Income Tax Act, 1961. Moreover Parties agree to pay interest at the rate of twelve percent per annum against the capital provided by any of these including but not limited to the organization, relatives, friends at the rate of twelve percent only. The Partners may unanimously amend the rate of interest but at no point of time interest per annum shall exceed at the rate of twelve percent.
The Partners shall be entitled to modify the above terms relating to remuneration, interest etc. payable to the partners by executing a supplementary deed. The supplementary deed when executed shall have effect, unless otherwise provided, from the first day of the accounting period in which such supplementary deed is executed and the same shall form part of this Deed of Partnership.
(8) PROFIT AND LOSS SHARING RATIO:
The profit and losses of the Partnership business as calculated after making the above provisions and normally accepted accounting provisions including loss or losses of capital has been and shall be divided and apportioned between the parties hereto in following proportion and manner:
SR.NO. NAME OF THE PARTY SHARE
1. MR. 50% per month
2. MS. 50% per month
(9) BANKERS OF THE FIRM AND OPERATION OF BANK ACCOUNT:
The Bankers of the Partnership has been and shall be such bank or banks as the Parties hereto may from time to time mutually agree upon. The bank account shall be opened on the name of the partnership firm and the same shall be operated by both the partners and/or the partners have absolute rights to operate, examine and manage the bank account. It is further agreed and clarified that for withdrawal and issue of cheque for releasing the payment from the firm’s account, if the amount is less than Rs.20,000/- (Rupees Twenty Thousand only) than any partner of the partnership firm shall sign the withdrawal slip and/or cheque on behalf of the partnership firm subject to condition that if any partner signs more than five cheques in a month, it should be counter signed by other partner also. In case if the amount of cheque is more than Rs.20,000/- (Rupees Twenty Thousand only), signature of at least two working partners shall be required.
(10) BOOKS OF ACCOUNTS:
Proper Books of Accounts shall be kept at the place of business of the firm and shall not be removed from the business place without the consent of the Partners. The Partners shall have free access to them at all times and shall be at liberty to inspect, examine and make such extract/s there from as he/she may think fit.
(11) YEAR ENDING:
At the end of every year, accounts shall be taken of all assets and liabilities and of the profit and loss of the Partnership for the previous year and shall be signed by both Partners. Such accounts shall be conclusive and final between the Partners as to all matters stated therein unless manifest error shall be discovered after signing thereof in which case the same error shall be rectified.
(12) DUTIES OF THE PARTNERS:
Each Partner shall:
(a) When attending to the partnership business, carry it on diligently and to their common advantage.
(b) When attending to the partnership business, conduct and manage the same in a manner agreed upon by and between them and customary in the business of a like and similar nature and character.
(c) Indemnify the firm and/or all partners thereof against any loss caused to it by his/her fraud or willful neglect in the conduct of the partnership business.
(d) Duly and punctually pay and discharge his/her separate and private debts and engagements, whether present or future and keep indemnified the other partners, their estates and effects and the partnership property there from and from all acts, proceedings, costs, claims, and demands in respect thereof.
(e) Be just and faithful to the partner and at all times give to such other partner full information and fruitful explanation in all matters relating to the affairs and accounts of the Partnership business and afford every assistance in his power in carrying on the business to their mutual advantage.
(f) Forthwith pay in partnership all moneys, cheques and/or negotiable instruments received by him/her for and on behalf of the partnership firm and credit or get credited the same in the books of accounts of the partnership firm.
(g) Afford every assistance and co-operation in his/her power and to use his/her power and to use his/her best skill and endeavour in the conduct, promotion and prosecution of the partnership business for the mutual benefit and advantage of all the partners.
(13) CERTAIN ACTS FORBIDDEN TO PARTNERS:
No Partner shall without the written consent of the other partner:-
(a) Raise any loans or pass or endorse any hundies, negotiable instruments or any other documents for, on behalf or in the name of the firm except in the ordinary course of business.
(b) Draw, accept or sign any bill exchange or promissory note or contract any debt on account of partnership firm or employ any of the moneys, goods or effects of the partnership firm or engage the credit thereof in any manner or thing except upon the business and for the benefit of the partnership firm.
(c) Compromise, return, relinquish, release, discharge and/or compound any claim, security or debts due to the firm whether wholly or in part, except upon payment thereof in full.
(d) Admit any liability or withdraw from or become non-suit or suffer any ex parte decree or ex parte order being passed in any legal or other proceedings against the firm or against the other partner.
(e) Enter into any partnership with anyone on behalf of the firm.
(f) Borrow or cause to be borrowed any moneys from others in name of the firm for his/her personal needs and requirements.
(g) Pledge or otherwise impair the firm’s credit or assets.
(h) Reveal or otherwise disclose either directly or indirectly any plans, secrets and dealings of whatsoever kind or nature belonging to and/or pertaining to the firm and its business to any person or persons whatsoever.
(i) Transfer, Assign, Mortgage, Disposes off, Encumber or Alienate the Partnership business or its assets or his/her share, right, title and interest in the partnership to any other person or persons whatsoever.
(j) Commit any act or reverse faith which shall be harmful to the interest or reputation of the firm.
(k) Knowingly or willfully do or commit or permit to be done or committed, any act, deed, matter or thing whatsoever whereby the Partnership money or effects or his/her share or interest therein may be seized, attached or taken into execution or materially affected.
(l) Enter into any bond or become bail or security or surety with or for any person or persons or do or knowingly permit to be done anything whereby the capital or the property of the Partnership may be seized, attached, extended, endangered or taken into execution.
(m) Give Power of Attorney to any person to act on behalf of the Partnership.
(n) Lend any money or delivery upon credit any goods of the Partnership to any person or persons or firm or firms, company or companies, society or societies etc. whom the other partners shall have previously forbidden him/her by written notice. If any Partner shall after such notice given to him/her lend any money or deliver upon credit any goods of the partnership to any such person or persons, firm or firms, company or companies, society or societies etc, the partners so lending or delivering upon credit, such moneys or goods shall pay immediately to the Partnership full amount of the value of the money or goods which he/she have so lent and/or delivered upon credit as aforesaid or compensate for any loss which may have arisen to the remaining Partners.
(o) Engage or dismiss agents, clerks, employees or other servants for or of the firms.
(p) Enter into any heavy speculation or wagering transaction for the partnership business in his/her own name.
(q) Any partner committing any breach of any of the foregoing stipulations shall bear and pay to the firm such loss arising therefrom and shall indemnify and keep indemnified the firm and other partners in respect therefrom.
(14) RIGHTS OF THE PARTNERS:
During the continuance of this Partnership, if any, partners shall:
(a) Commit any breach of any of the provisions of clause 12 and 13 of this deed or
(b) Commit any act of insolvency or
(c) Become physically or mentally unfit or
(e) Do or suffer any act which would be a ground for the dissolution of the partnership by the court, then in such case, the other partners may, within three months after becoming aware thereof, by notice in writing determine the partnership.
(15) ADMISSION OF NEW PARTNER:
The partners hereto may admit any new partner or partners upon such terms and conditions as may be mutually agreed upon by and between them subject to existing partners unanimously agree to admit new partner in writing.
(16) RETIREMENT OF A PARTNER:
(a) Any Partner desirous of retiring from the Partnership firm shall give the other partner previous three months notice in writing expressing his desire to retire from the Partnership and he shall be deemed to have so retired from such date as mentioned in the notice to be the date of retirement.
(b) If any partner shall retire from the partnership during the continuation of the partnership, the Continuing Partners shall as from the date of such retirement become entitled to the share of the Retiring Partner in the partnership business and in the property and goodwill thereof and shall undertake all the debts, liabilities and obligations of the partnership and pay to the Retiring Partner as the price of such share his undrawn share of profits upto the date of such retirement and Capital contributed by such Retiring Partner and all other amounts standing to the credit of such Retiring Partner in the firm’s books of account as on the date of his retirement.
(17) DEATH OF A PARTNER:
If during the continuance of this Partnership, any of the Parties hereto shall die or become lunatic, the Partnership firm shall not be dissolved and the remaining partner shall admit the spouse or the legal heir or heirs to the said Partnership and be taken as substitute of the deceased partner on the same terms and conditions as hereinabove contained.
(18) DISSOLUTION OF THE FIRM:
(a) On the Dissolution of the Partnership hereby constituted by consent of the Parties hereto or otherwise, the same shall be wound up and the assets thereof sold and distributed as provided by Indian Partnership Act, 1932 or any other statutory modification or re-enactment thereof for the time being in force and subject to the provisions thereof, but so that each Partner shall be at liberty to bid at any such sale of any of the Partnership assets.
(b) It is hereby further specifically agreed upon by and between the Parties hereto that in case of dissolution of the Partnership for any reason whatsoever, the goodwill, trade name, tenancy rights and all the other rights and benefits accruing to the said Partnership firm and all other Assets including stock-in-trade, furniture, fixtures, fittings, equipments etc. shall belong to the Parties hereto of the First, and Second Part in the same proportion in which they are sharing the Profits and Losses as stated in paragraph no.8 above.
(19) GOODWILL OF THE FIRM:
Upon the death, insolvency or retirement of any partner, the account of the Partnership shall be made upto the date of death, retirement or insolvency as the case may be and the amount which may be found due to such partner including his/her share of goodwill shall be paid within three months from the date of death, retirement or insolvency as the case may be and if any amount be found due from such partner, the same shall be paid to the firm likewise within a period of three months as hereinabove stated.
(20) ARBITRATION :
If during the continuance of the said Partnership or any time afterwards, any dispute or difference shall arise between the partners or executors or the administrators of the partner or any of them in regard to the construction of any of the Articles hereinabove mentioned or contained or to any other matter relating of the Articles hereinabove mentioned or contained or to any other matter relating to this Partnership or the affairs thereof, such difference in all forthwith be to this Partnership or the affairs thereof such difference in all forthwith be referred to the Arbitration of Sole Arbitrator to be appointed mutually by and between the parties herein, and every such reference shall deemed to be an arbitration in accordance with the provisions of the Arbitration and Conciliation Act of 2015 or any other statutory modification or re-enactment thereof for the time being in force. The Arbitration shall be commenced and conducted in English Language and the venue of arbitration shall be in Jaipur only.
(21) OTHER GENERAL TERMS AND CONDITIONS:
(a) Any notice required to be given hereunder shall be deemed to be duly given if the same shall be delivered personally to the person to whom the same is intended to be given or left for him/her for him/her at or sent by post by registered letter to his/her usual or last known address or in the case of a notice to a partner left for him/her at the office of the partnership firm.
(b) The parties hereto may appoint, authorize, nominate and/or constitute any other person to act for them and/or for and on behalf of partnership firm.
(c) Save and except as hereinabove set forth, the relations between the parties hereto shall be governed and controlled by the provisions of the Indian Partnership Act, 1932 or any other statutory modification or re-enactment thereof for the time being in force.
(d) Notwithstanding anything contained, recorded, stated or provided herein, the Partners shall have full powers and discretion to modify, alter and/or vary the terms and conditions of this DEED OF PARTNERSHIP in any manner whatsoever that they may think fit and proper by mutual agreement, which shall be reduced into writing and shall be reduced into writing and shall be signed by all the Partners and thereupon the said writings shall become appendage.
sIN WITNESS WHEREOF THE PARTIES HERETO HAVE SET AND SUBSCRIBED their respective hands the day and the year hereinabove written.
SIGNED, SEALED AND DELIVERED )
BY THE WITHINNAMED )
IN THE PRESENCE OF : )
1. MR._______________________ )
2. MR._______________________ )
SIGNED, SEALED AND DELIVERED )
BY THE WITHINNAMED )
IN THE PRESENCE OF : )
1. MR._______________________ )
2. MR._______________________ )
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We will not bear the risk of credit card fraud (i.e. a fraudulent purchase arising from the theft and unauthorised use of a third party's credit card information) occurring in connection with Your Transactions. We may in our sole discretion withhold for investigation, refuse to process, restrict download for, stop and/or cancel any of Your Transactions. You will stop and/or cancel orders of Your Documents/ Advices if we ask you to do so. You will refund any customer (in accordance with Section S-2.2) that has been charged for an order that we stop or cancel.
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If Documents/ Advice is not sent to Client, SoOLEGAL will refund any amount paid to such Client’s account without interest within 60 days.
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You will pay us: (a) the applicable Referral Fee; (b) any applicable Closing Fees; and (c) if applicable, the non-refundable Transacting on SoOLEGAL Subscription Fee in advance for each month (or for each transaction, if applicable) during the Term of this Transaction Terms & Conditions. "Transacting on SoOLEGAL Subscription Fee" means the fee specified as such on the Transacting on SoOLEGALSoOLEGAL Fee Schedule for the SoOLEGAL Site at the time such fee is payable. With respect to each of Your Transactions: (x) "Transactions Proceeds" has the meaning set out in the Transaction Terms & Conditions; (y) "Closing Fees" means the applicable fee, if any, as specified in the Transacting on SoOLEGAL Fee Schedule for the SoOLEGAL Site; and (z) "Referral Fee" means the applicable percentage of the Transactions Proceeds from Your Transaction through the SoOLEGAL Site specified on the Transacting on SoOLEGAL Fee Schedule for the SoOLEGAL Site at the time of Your Transaction, based on the categorization by SoOLEGAL of the type of Documents/ Advices that is the subject of Your Transaction; provided, however, that Transactions Proceeds will not include any shipping charge set by us in the case of Your Transactions that consist solely of SoOLEGAL-Fulfilled Documents/ Advices. Except as provided otherwise, all monetary amounts contemplated in these Service Terms will be expressed and provided in the Local Currency, and all payments contemplated by this Transaction Terms & Conditions will be made in the Local Currency.
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S-6.1.Nodal Account. Remittances to you for Your Transactions will be made through a nodal account (the "Nodal Account") in accordance with the directions issued by Reserve Bank of India for the opening and operation of accounts and settlement of payments for electronic payment transactions involving intermediaries vide its notification RBI/2009-10/231 DPSS.CO.PD.No.1102 / 02.14.08/ 2009-10 dated November 24, 2009. You hereby agree and authorize us to collect payments on your behalf from customers for any Transactions. You authorize and permit us to collect and disclose any information (which may include personal or sensitive information such as Your Bank Account information) made available to us in connection with the Transaction Terms & Conditions mentioned hereunder to a bank, auditor, processing agency, or third party contracted by us in connection with this Transaction Terms & Conditions.
Subject to and without limiting any of the rights described in Section 2 of the General Terms, we may hold back a portion or your Transaction Proceeds as a separate reserve ("Reserve"). The Reserve will be in an amount as determined by us and the Reserve will be used only for the purpose of settling the future claims of customers in the event of non-fulfillment of delivery to the customers of your Documents/ Advices keeping in mind the period for refunds and chargebacks.
S-6.2. Except as otherwise stated in this Transaction Terms & Conditions Documents/ Advice (including without limitation Section 2 of the General Terms), you authorize us and we will remit the Settlement Amount to Your Bank Account on the Payment Date in respect of an Eligible Transaction. When you either initially provide or later change Your Bank Account information, the Payment Date will be deferred for a period of up to 14 calendar days. You will not have the ability to initiate or cause payments to be made to you. If you refund money to a customer in connection with one of Your Transactions in accordance with Section S-2.2, on the next available Designated Day for SoOLEGAL Site, we will credit you with the amount to us attributable to the amount of the customer refund, less the Refund Administration Fee for each refund, which amount we may retain as an administrative fee.
"Eligible Transaction" means Your Transaction against which the actual shipment date has been confirmed by you.
"Designated Day" means any particular Day of the week designated by SoOLEGAL on a weekly basis, in its sole discretion, for making remittances to you.
"Payment Date" means the Designated Day falling immediately after 14 calendar days (or less in our sole discretion) of the Eligible Transaction.
"Settlement Amount" means Invoices raised through SoOLEGAL Platform (which you will accept as payment in full for the Transaction and shipping and handling of Your Documents/ Advices), less: (a) the Referral Fees due for such sums; (b) any Transacting on SoOLEGAL Subscription Fees due; (c) taxes required to be charged by us on our fees; (d) any refunds due to customers in connection with the SoOLEGAL Site; (e) Reserves, as may be applicable, as per this Transaction Terms & Conditions; (f) Closing Fees, if applicable; and (g) any other applicable fee prescribed under the Program Policies. SoOLEGAL shall not be responsible for
S-6.3. In the event that we elect not to recover from you a customer's chargeback, failed payment, or other payment reversal (a "Payment Failure"), you irrevocably assign to us all your rights, title and interest in and associated with that Payment Failure.
S-7. Control of Site
Notwithstanding any provision of this Transaction Terms & Conditions, we will have the right in our sole discretion to determine the content, appearance, design, functionality and all other aspects of the SoOLEGAL Site and the Transacting on SoOLEGAL Service (including the right to re-design, modify, remove and alter the content, appearance, design, functionality, and other aspects of, and prevent or restrict access to any of the SoOLEGAL Site and the Transacting on SoOLEGAL Service and any element, aspect, portion or feature thereof (including any listings), from time to time) and to delay or suspend listing of, or to refuse to list, or to de-list, or require you not to list any or all Documents/ Advices on the SoOLEGAL Site in our sole discretion.
S-8. Effect of Termination
Upon termination of this Contract, the Transaction Terms & Conditions automatiocally stands terminated and in connection with the SoOLEGAL Site, all rights and obligations of the parties under these Service Terms with regard to the SoOLEGAL Site will be extinguished, except that the rights and obligations of the parties with respect to Your Transactions occurring during the Term will survive the termination or expiration of the Term.
"SoOLEGAL Refund Policies" means the return and refund policies published on the SoOLEGAL Site.
"Required Documents/ Advices Information" means, with respect to each of Your Documents/ Advices in connection with the SoOLEGAL Site, the following (except to the extent expressly not required under the applicable Policies) categorization within each SoOLEGAL Documents/ Advices category and browse structure as prescribed by SoOLEGAL from time to time, Purchase Price; Documents/ Advice Usage, any text, disclaimers, warnings, notices, labels or other content required by applicable Law to be displayed in connection with the offer, merchandising, advertising or Transaction of Your Documents/ Advices, requirements, fees or other terms and conditions applicable to such Documents/ Advices that a customer should be aware of prior to purchasing the Documents/ Advices;
"Transacting on SoOLEGAL Launch Date" means the date on which we first list one of Your Documents/ Advices for Transaction on the SoOLEGAL Site.
"URL Marks" means any Trademark, or any other logo, name, phrase, identifier or character string, that contains or incorporates any top level domain (e.g., .com, co.in, co.uk, .in, .de, .es, .edu, .fr, .jp) or any variation thereof (e.g., dot com, dotcom, net, or com).
"Your Transaction" is defined in the Transaction Terms & Conditions; however, as used in Terms & Conditions, it shall mean any and all such transactions whereby you conduct Transacting of Documents/ Advices or advice sought from you by clients/ customers in writing or by any other mode which is in coherence with SoOLEGAL policy on SoOLEGAL site only.
Taxes on Fees Payable to SoOLEGAL. In regard to these Service Terms you can provide a PAN registration number or any other Registration/ Enrolment number that reflects your Professional capacity by virtue of various enactments in place. If you are PAN registered, or any professional Firm but not PAN registered, you give the following warranties and representations:
(a) all services provided by SoOLEGAL to you are being received by your establishment under your designated PAN registration number; and
SoOLEGAL reserves the right to request additional information and to confirm the validity of any your account information (including without limitation your PAN registration number) from you or government authorities and agencies as permitted by Law and you hereby irrevocably authorize SoOLEGAL to request and obtain such information from such government authorities and agencies. Further, you agree to provide any such information to SoOLEGAL upon request. SoOLEGAL reserves the right to charge you any applicable unbilled PAN if you provide a PAN registration number, or evidence of being in a Professional Firm, that is determined to be invalid. PAN registered REGISTERED USERs and REGISTERED USERs who provide evidence of being in Law Firm agree to accept electronic PAN invoices in a format and method of delivery as determined by SoOLEGAL.
All payments by SoOLEGAL to you shall be made subject to any applicable withholding taxes under the applicable Law. SoOLEGAL will retain, in addition to its net Fees, an amount equal to the legally applicable withholding taxes at the applicable rate. You are responsible for deducting and depositing the legally applicable taxes and deliver to SoOLEGAL sufficient Documents/ Advice evidencing the deposit of tax. Upon receipt of the evidence of deduction of tax, SoOLEGAL will remit the amount evidenced in the certificate to you. Upon your failure to duly deposit these taxes and providing evidence to that effect within 5 days from the end of the relevant month, SoOLEGAL shall have the right to utilize the retained amount for discharging its tax liability.
Where you have deposited the taxes, you will issue an appropriate tax withholding certificate for such amount to SoOLEGAL and SoOLEGAL shall provide necessary support and Documents/ Adviceation as may be required by you for discharging your obligations.
SoOLEGAL has the option to obtain an order for lower or NIL withholding tax from the Indian Revenue authorities. In case SoOLEGAL successfully procures such an order, it will communicate the same to you. In that case, the amounts retained, shall be in accordance with the directions contained in the order as in force at the point in time when tax is required to be deducted at source.
Any taxes applicable in addition to the fee payable to SoOLEGAL shall be added to the invoiced amount as per applicable Law at the invoicing date which shall be paid by you.F.11. Indemnity
Category and Documents/ Advice Restrictions
Certain Documents/ Advices cannot be listed or sold on SoOLEGAL site as a matter of compliance with legal or regulatory restrictions (for example, prescription drugs) or in accordance with SoOLEGAL policy (for example, crime scene photos).
SoOLEGAL's policies also prohibit specific types of Documents/ Advice content. For guidelines on prohibited content and copyright violations, see our Prohibited Content list.
For some Documents/ Advice categories, REGISTERED USERS may not create Documents/ Advice listings without prior approval from SoOLEGAL.
In addition to your obligations under Section 6 of the Transaction Terms & Conditions, you also agree to indemnify, defend and hold harmless us, our Affiliates and their and our respective officers, directors, employees, representatives and agents against any Claim that arises out of or relates to: (a) the Units (whether or not title has transferred to us, and including any Unit that we identify as yours pursuant to Section F-4 regardless of whether such Unit is the actual item you originally sent to us), including any personal injury, death or property damage; and b) any of Your Taxes or the collection, payment or failure to collect or pay Your Taxes.
Registered Users must at all times adhere to the following rules for the Documents/ Advices they intend to put on Transaction:
The "Add a Documents/ Advice" feature allows REGISTERED USERS to create Documents/ Advice details pages for Documents/ Advices.
The following rules and restrictions apply to REGISTERED USERS who use the SoOLEGAL.in "Add a Documents/ Advice" feature.
Using this feature for any purpose other than creating Documents/ Advice details pages is prohibited.
Any Documents/ Advice already in the SoOLEGAL.in catalogue which is not novel and/ or unique or has already been provided by any other Registered User which may give rise to Intellectual Property infringement of any other Registered User is prohibited.
Detail pages may not feature or contain Prohibited Content or .
The inclusion of any of the following information in detail page titles, descriptions, bullet points, or images is prohibited:
Information which is grossly harmful, harassing, blasphemous, defamatory, pedophilic, libelous, invasive of another's privacy, hateful, or racially, ethnically objectionable, disparaging, relating or encouraging money laundering or gambling, pornographic, obscene or offensive content or otherwise unlawful in any manner whatever.
Availability, price, condition, alternative ordering information (such as links to other websites for placing orders).
Reviews, quotes or testimonials.
Solicitations for positive customer reviews.
Advertisements, promotional material, or watermarks on images, photos or videos.
Information which belongs to another person and to which the REGISTERED USER does not have any right to.
Information which infringes any patent, trademark, copyright or other proprietary rights.
Information which deceives or misleads the addressee about the origin of the messages or communicates any information which is grossly offensive or menacing in nature.
Information which threatens the unity, integrity, defence, security or sovereignty of India, friendly relations with foreign states, or public order or causes incitement to the commission of any cognizable offence or prevents investigation of any offence or is insulting any other nation.
Information containing software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer resource.
Information violating any law for the time being in force.
All Documents/ Advices should be appropriately and accurately classified to the most specific location available. Incorrectly classifying Documents/ Advices is prohibited.
Documents/ Advice titles, Documents/ Advice descriptions, and bullets must be clearly written and should assist the customer in understanding the Documents/ Advice. .
All Documents/ Advice images must meet SoOLEGAL general standards as well as any applicable category-specific image guidelines.
Using bad data (HTML, special characters */? etc.) in titles, descriptions, bullets and for any other attribute is prohibited.
Do not include HTML, DHTML, Java, scripts or other types of executables in your detail pages.
Prohibited REGISTERED USER Activities and Actions
SoOLEGAL.com REGISTERED USER Rules are established to maintain a transacting platform that is safe for buyers and fair for REGISTERED USERS. Failure to comply with the terms of the REGISTERED USER Rules can result in cancellation of listings, suspension from use of SoOLEGAL.in tools and reports, or the removal of transacting privileges.
Attempts to divert transactions or buyers: Any attempt to circumvent the established SoOLEGAL Transactions process or to divert SoOLEGAL users to another website or Transactions process is prohibited. Specifically, any advertisements, marketing messages (special offers) or "calls to action" that lead, prompt, or encourage SoOLEGALusers to leave the SoOLEGAL website are prohibited. Prohibited activities include the following:
The use of e-mail intended to divert customers away from the SoOLEGAL.com Transactions process.
Unauthorised & improper "Names": A REGISTERED USER's Name (identifying the REGISTERED USER's entity on SoOLEGAL.com) must be a name that: accurately identifies the REGISTERED USER; is not misleading: and the REGISTERED USER has the right to use (that is, the name cannot include the trademark of, or otherwise infringe on, any trademark or other intellectual property right of any person). Furthermore, a REGISTERED USER cannot use a name that contains an e-mail suffix such as .com, .net, .biz, and so on.
Unauthorised & improper invoicing: REGISTERED USERS must ensure that the tax invoice is raised in the name of the end customer who has placed an order with them through SoOLEGAL Payment Systems platform . The tax invoice should not mention SoOLEGAL as either a REGISTERED USER or a customer/buyer. Please note that all Documents/ Advices listed on SoOLEGAL.com are sold by the respective REGISTERED USERS to the end customers and SoOLEGAL is neither a buyer nor a REGISTERED USER in the transaction. REGISTERED USERS need to include the PAN/ Service Tax registration number in the invoice.
Inappropriate e-mail communications: All REGISTERED USER e-mail communications with buyers must be courteous, relevant and appropriate. Unsolicited e-mail communications with SoOLEGAL , e-mail communications other than as necessary and related customer service, and e-mails containing marketing communications of any kind (including within otherwise permitted communications) are prohibited.
Operating multiple REGISTERED USER accounts: Operating and maintaining multiple REGISTERED USER accounts is prohibited.
In your request, please provide an explanation of the legitimate business need for a second account.
Misuse of Search and Browse: When customers use SoOLEGAL's search engine and browse structure, they expect to find relevant and accurate results. To protect the customer experience, all Documents/ Advice-related information, including keywords and search terms, must comply with the guidelines provided under . Any attempt to manipulate the search and browse experience is prohibited.
of the ratings, feedback or Documents/ Advice reviews: REGISTERED
USERS cannot submit abusive or inappropriate feedback entries,
coerce or threaten buyers into submitting feedback, submit
transaction feedback regarding them, or include personal information
about a transaction partner within a feedback entry. Furthermore,
any attempt to manipulate ratings of any REGISTERED USER is
prohibited. Any attempt to manipulate ratings, feedback, or
Documents/ Advice reviews is prohibited.
are important to the SoOLEGAL Platform, providing a forum for
feedback about Documents/ Advice and service details and reviewers'
experiences with Documents/ Advices and services –
or negative. You may not write reviews for Documents/ Advices or
services that you have a financial interest in, including reviews
for Documents/ Advices or services that you or your competitors deal
with. Additionally, you may not provide compensation for a review
(including free or discounted Documents/ Advices). Review
solicitations that ask for only positive reviews or that offer
compensation are prohibited. You may not ask buyers to modify or
REGISTERED USERS are expected to conduct proper research to ensure that the items posted to our website are in compliance with all applicable laws. If we determine that the content of a Documents/ Advice detail page or listing is prohibited, potentially illegal, or inappropriate, we may remove or alter it without prior notice. SoOLEGAL reserves the right to make judgments about whether or not content is appropriate.
following list of prohibited Documents/ Advices comprises two
sections: Prohibited Content and Intellectual Property
Listing prohibited content may result in the cancellation of your listings, or the suspension or removal of your transacting privileges. REGISTERED USERS are responsible for ensuring that the Documents/ Advices they offer are legal and authorised for Transaction or re-Transaction.
If we determine that the content of a Documents/ Advice detail page or listing is prohibited, potentially illegal, or inappropriate, we may remove or alter it without prior notice. SoOLEGAL reserves the right to make judgments about whether or not content is appropriate.
Illegal and potentially illegal Documents/ Advices: Documents/ Advices sold on SoOLEGAL.in must adhere to all applicable laws. As REGISTERED USERS are legally liable for their actions and transactions, they must know the legal parameters surrounding any Documents/ Advice they display on our website.
Offensive material: SoOLEGAL reserves the right to determine the appropriateness of listings posted to our website.
Nudity: In general, images that portray nudity in a gratuitous or graphic manner are prohibited.
Items that infringe upon an individual's privacy. SoOLEGAL holds personal privacy in the highest regard. Therefore, items that infringe upon, or have potential to infringe upon, an individual's privacy are prohibited.
Intellectual Property Violations
Counterfeit merchandise: Documents/ Advices displayed on our website must be authentic. Any Documents/ Advice that has been illegally replicated, reproduced or manufactured is prohibited.
Books - Unauthorised copies of books are prohibited.
Movies - Unauthorised copies of movies in any format are prohibited. Unreleased/prereleased movies, screeners, trailers, unpublished and unauthorized film scripts (no ISBN number), electronic press kits, and unauthorised props are also prohibited.
Photos - Unauthorised copies of photos are prohibited.
Television Programs - Unauthorised copies of television Programs (including pay-per-view events), Programs never broadcast, unauthorised scripts, unauthorised props, and screeners are prohibited.
Transferred media. Media transferred from one format to another is prohibited. This includes but is not limited to: films converted from NTSC to Pal and Pal to NTSC, laserdisc to video, television to video, CD-ROM to cassette tape, from the Internet to any digital format, etc.
Promotional media: Promotional versions of media Documents/ Advices, including books (advance reading copies and uncorrected proofs), music, and videos (screeners) are prohibited. These Documents/ Advices are distributed for promotional consideration and generally are not authorized for Transaction.
Rights of Publicity: Celebrity images and/or the use of celebrity names cannot be used for commercial purposes without permission of a celebrity or their management. This includes Documents/ Advice endorsements and use of a celebrity's likeness on merchandise such as posters, mouse pads, clocks, image collections in digital format, and so on.
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