Terms & Conditions

Article 1: General

  • These General Terms and Conditions, and the related Service Contract Proposal, form together the "Agreement" that govern the provision of consulting, coaching and implementation services Vakil Mitra by Vakil Mitra Legal Tech LLP
  • "Vakil Mitra" referred to in the Service Proposal Contract is the intellectual property right of Vakil Mitra Legal Tech LLP.
  • "Licensee" refers to the individuals subscribing to the right of usage of Vakil Mitra as indicated in the Service Proposal Contract.
  • The present general terms and conditions are applicable to any sale of software license and access to software services carried out by Vakil Mitra with special reference to usage of Vakil Mitra. They are considered as formally and explicitly accepted by the Licensee.
  • They remain valid even in cases where they contradict the general or special terms and conditions of Licensee, unless Vakil Mitra has accepted the latter conditions explicitly and in writing.
  • Vakil Mitra is licensor of a software application "Vakil Mitra" as may be modified from time to time. Vakil Mitra desires to grant under the conditions of this Agreement a license to Licensee to get access to the software application Vakil Mitra and make use of it. Licensee has studied the Licensed Program before signing this Agreement, and fully understands the working and value of the system.

Article 2: Definitions

  1. "Licensed Program": The term 'Licensed Program' shall include user of the software application of the software Vakil Mitra licensed to the Licensee under this Agreement
  2. "Use": Unless otherwise defined in this Agreement, the term 'Use' shall mean the use of all or any part of the Licensed Program.

Article 3: Term

  1. The Agreement is effective from the date that the Service Contract Proposal is signed by both parties and is valid for a period of ten years thereafter.
  2. Vakil Mitra may terminate the Agreement in total in the event of the Licensee defaulting in making payment of the agreed License Fee.

Article 4: License

  1. Upon payment of the due amounts, Vakil Mitra grants to Licensee-
    • A non-transferable and non-exclusive right of access to the Licensed Program Vakil Mitra.
    • A non-transferable and non-exclusive license to use the Licensed Program for data processing with its business partners in accordance with its intended use.
  2. Licensee shall not use, print, copy, modify, translate or alter the Licensed Program in whole or in part except as expressly provided for in this Agreement or as permitted by compelling law. In addition, Licensee has no permission to decompile, disassemble, or analyse the Licensed Program by "reverse engineering" and each attempt thereto shall constitute an infringement to this Agreement.
  3. The parties hereto expressly agree that the Licensed Program, to the extent that it would be modified, will replace as modified version the original or previous version of such Licensed Program and henceforth be subject to all rights and obligations as mentioned in this Agreement, including but not limited to, the provisions concerning term, rights of use ("license"), protection and security, title, default, limited warranty, patents and copyrights, unless such matters are regulated differently in this Agreement.

Article 5: Protection and security of Licensed Programs

  1. Vakil Mitra warrants and Licensee agrees that the Licensed Program is confidential and proprietary and a valuable commercial asset of Vakil Mitra. Licensee agrees to keep the Licensed Program in confidence, not to disclose the Licensed Program to any third parties except when using it for its business partners and colleagues, and: (i) limit availability of the Licensed Program to those of its employees who are contractually permitted and need to have access thereto in order to use the Licensed Program in conjunction and who have been informed by Licensee of the proprietary nature of the Licensed Program; (ii) have such employees treat as confidential the Licensed Program; (iii) avoid publication or other disclosure of the Licensed Program to other than those persons described in (i) above; and (iv) not allow anybody to disclose or make available the Licensed Program to any unit, division, group, or subsidiary of Licensee or Licensee's parent company except for the purpose for which the license is obtained.
  2. Licensee's obligations set forth in this Article shall survive any termination or expiration of this Agreement or discontinuance of the license granted under this Agreement.

Article 6: Title

All intellectual property rights in, title to or ownership of the Licensed Program and the services delivered by Vakil Mitra shall at all intellectual property rights in, title to or ownership of the Licensed Program and the services delivered by Vakil Mitra shall at all times remain with Vakil Mitra.

Article 7: Invoices

  1. The invoices are payable in full to the bank account of Vakil Mitra unless the License Fee is permitted in writing to be paid otherwise.
  2. All prices quoted by Vakil Mitra are in Indian Currency and do not include Taxes wherever applicable.
  3. Any contestation of an invoice must be transmitted to Vakil Mitra within 8 days after receipt of the invoice, by registered letter and duly justified.

Article 8: Default

Either party shall in case of default at all times give the other party an express written notice to remedy the default. Either party shall then have 30 days time from the date of such message to cure the default. If the default is not corrected by the end of such period, the parties reserve the right to seek its redressal.

Article 9: Limited warranty

  1. Vakil Mitra represents that the Licensed Program when made available to the Licensee will be the most recent officially released version of that Licensed Program.
  2. Vakil Mitra does not warrant that the functions contained in the Licensed Program will meet all performance requirements of the Licensee's or that the Licensed Program will operate in accordance with all Licensee's expectations.Before signing this Agreement Licensee has studied the program and its performance and accepts responsibility for selection of the Licensed Program, its use and the results to be obtained there from.
  3. Except as expressly provided for in this Agreement, Vakil Mitra makes no warranty of any kind, express or implied, and the warranty of fitness for a particular purpose is hereby excluded.
  4. Article 10: Patents and copyright

    1. Vakil Mitra shall defend and hold Licensee harmless from any claims, lawsuits or legal actions instituted against Licensee by any third party that are based on the argument that the Licensed Program constitutes fraudulent infringement of copyrights protected in those countries where the programs are permitted to be used. The obligations of Vakil Mitra in the terms of this article are expressly subordinated to the following terms:
      • Licensee must inform Vakil Mitra immediately and by registered mail with acknowledgement of receipt of any claim or legal action based on the fraudulent infringement of a copyright, and
      • Licensee must communicate to Vakil Mitra any information available to Licensee regarding this claim, and Licensee must co-operate, completely and at his own expense, with Vakil Mitra in all matters of the defence, the dispute or the settlement of the claim.
      • If Licensee fails to comply with the above, it shall enjoy no recourse under the provisions of this Article. Licensee alone shall be liable for all the costs, damages, interests and legal expenses which Licensee would have had to pay in the terms of any decision as well as for any settlement or any transaction concluded without the prior written agreement of Vakil Mitra.
      If the use of the Licensed Program seems likely to lead to a legal action for copyright infringement, then Vakil Mitra shall, at any time and at its own expense:
      • Replace the Licensed Program with a non-infringing program, or alter it so as to eliminate any infringement, or obtain for Licensee the right to use the infringing Licensed Program
      • The above is the only and exclusive obligation and warranty of Vakil Mitra with respect to copyrights.
      • Vakil Mitra offers no warranty in the area of patent infringement, or any other industrial and intellectual right, except with respect to copyright as stated above.
      Vakil Mitra shall not be liable in any way with respect to Licensee if the claim or infringement is founded on or caused by the following actions performed by any other party than Vakil Mitra:
      • the combination of the Licensed Program with equipment, systems or software supplied by a third party, or
      • the use of the Licensed Program for purposes other than those for which it is intended.
    2. Vakil Mitra's liability for Licensee's infringement of a third party's right is limited to that stipulated above.

    Article 11: Confidentiality

    • Licensee acknowledges that the information and data it receives from Vakil Mitra concerning the Licensed Program are confidential and proprietary and a valuable commercial asset of Vakil Mitra.
    • Vakil Mitra acknowledges that the general business information it receives from Licensee is confidential and proprietary.
    • Both parties agree to keep the above mentioned information and data they receive from the other party in confidence and to not disclose any of it to a third party or use it for its own benefit without previous consent of the other party in writing. Both parties may only disclose the confidential information or data to those of its employees, who require the information to enable that party to fulfil its contractual obligations towards the other party.

    Article 12: Limitation of liability

    1. In no event shall Vakil Mitra's liability include any incidental or consequential damage arising out of the use of the Licensed Program or the related information or documentation, or any other damage which has not been caused directly and immediately by a fault of Vakil Mitra, such as but not limited to loss of income, claims of third parties, loss of data, damages or defects due to materials or information from Licensee or a third party.
    2. For direct damages, if repair in species is not possible, the liability of Vakil Mitra toward Licensee or toward third parties shall never exceed the amounts paid by Licensee for the use of the Licensed Program.

    Article 13: Prohibition of assignment

    This Agreement, the license granted hereunder and the access to and use of the Licensed Program provided to Licensee under this Agreement may not be assigned, sublicensed or otherwise transferred by Licensee to any third party without Vakil Mitra's prior written consent.

    Article 14: No Waiver

    The waiver by either party of any default or breach of any agreement between parties shall not constitute a waiver of any subsequent default or breach.

    Article 15: Disputes

    If an amicable resolve of a dispute proves impossible, the courts within the jurisdiction Bengaluru shall solely be competent.