These Terms and Conditions govern all professional services provided by eAuditor Office Private Limited (“the Company”, “we”, “us”) to any client (“the Client”, “you”). By engaging our services, making any payment towards our services, or submitting any documents or instructions to us, you confirm that you have read, understood and accepted these Terms in full.
1. Nature of the Company and Scope of Representation
1.1 eAuditor Office Private Limited is a company incorporated under the Companies Act, 2013, providing business advisory, compliance, secretarial, accounting and allied professional support services.
1.2 The Company is not a firm of Chartered Accountants registered with the Institute of Chartered Accountants of India (ICAI), and does not hold itself out as such. Statutory audit services and any service reserved by law exclusively to a practising Chartered Accountant, Company Secretary or Cost Accountant are not rendered by the Company in its own name. Where such a service is required, it is performed by an appropriately qualified professional, and the Client will be informed accordingly.
1.3 The corporate name of the Company has been reserved and approved by the Registrar of Companies through the statutory process administered by the Ministry of Corporate Affairs.
1.4 No advice or communication issued by the Company shall be construed as legal advice or as an audit opinion unless expressly stated to be so and issued by a qualified professional authorised to issue it.
2. Scope of Services
2.1 The scope of any engagement is limited to the services expressly described in the quotation, proposal, service listing or written communication accepted by the Client. Any service not expressly listed falls outside the scope.
2.2 Any additional service, change in scope, change in structure, or repetition of work arising from a change in the Client’s instructions will be chargeable separately at the rates then applicable.
2.3 Where the Company is empanelled with any government or institutional platform, the pricing applicable is the price listed against the specific service actually engaged. Prices listed against a different service on the same platform do not apply.
2.4 Allocation of personnel. The Company engages with the Client as an organisation and not through any named individual. The Company reserves the sole right to determine which member or members of its team perform any part of an engagement, and to reallocate work internally at any time. The Client is not entitled to require that a particular individual perform the work, nor to treat the involvement of any particular individual as a term of the engagement. All work performed is subject to the Company’s internal review processes, and it is normal professional practice for a team member to seek internal or external consultation on a technical point before responding.
2.5 Official channels of communication. The Company’s official channel of communication is email addressed to and issued from its official email addresses. Communications by telephone, WhatsApp, SMS or any instant messaging service are provided as a convenience only, are not an official channel of record, and are not guaranteed to be monitored or actioned. Any instruction, request, approval or grievance intended to have effect must be sent by email. The email record shall be the definitive record of the engagement.
2.6 Office hours. The Company responds to communications during its published office hours. The Company does not undertake to respond outside those hours, or on public holidays or declared non-working days. The absence of a response outside office hours does not constitute non-responsiveness.
3. Client Obligations
3.1 The Client shall provide complete, accurate and legible information, documents and instructions as requested by the Company, within the timelines communicated.
3.2 Statutory filings frequently require documents to be executed, signed or digitally signed by the Client, its promoters, directors, partners or authorised signatories. The Company cannot make any statutory filing until the required executed documents are received from the Client. Any delay in furnishing executed documents will correspondingly delay the filing, and such delay is attributable solely to the Client.
3.3 The Client is responsible for reviewing all draft documents shared by the Company and for raising queries before execution. The Client may seek independent advice on any draft at its own discretion and cost. Failure or refusal to execute documents shared for execution does not constitute a deficiency in service by the Company.
3.4 The Client warrants that all information and documents furnished are true and genuine. The Company is entitled to rely upon them without independent verification and accepts no liability for any consequence arising from information that is false, incomplete or misleading.
3.5 Independent advice. The Client is at liberty at all times to obtain independent legal, tax or professional advice on any draft, document or recommendation before executing or acting upon it, at the Client’s own cost. The Company encourages the Client to do so where the Client considers it appropriate. The Client’s decision to seek, or not to seek, such advice is the Client’s own, and any delay arising from that decision is not attributable to the Company.
3.6 The Client shall respond to communications from the Company within a reasonable period. Where the Client remains unresponsive for a continuous period of thirty (30) days, the Company may treat the engagement as suspended, and thereafter as terminated under Clause 9.
4. Fees, Payment and Advance
4.1 All fees quoted are exclusive of Goods and Services Tax (GST), which is charged additionally at the applicable rate.
4.2 Government fees, statutory charges, stamp duty, Certifying Authority charges for Digital Signature Certificates, portal charges, notarisation, apostille and similar third party costs are payable in addition to professional fees unless expressly stated to be included.
4.3 Fees are payable 100% in advance. Unless otherwise expressly agreed in writing, the entire professional fee, together with applicable GST and all government, statutory and third party costs, is payable in full before commencement of work. Work commences only upon receipt of the full amount.
4.4 The advance is consideration for professional work to be performed. It is not a refundable deposit, is not held in trust for the Client, and is treated as earned progressively as work is performed in accordance with Clause 5.
4.5 Where the Company has, at its discretion, agreed in writing to accept payment in instalments, the balance becomes payable upon the Company completing the work within its control, and does not depend on completion of a statutory filing or the grant of an approval where the same is pending on account of the Client’s default under Clause 3 or on account of processing by an authority.
4.6 Professional fees represent consideration for advisory time, technical expertise, document preparation, regulatory handling and professional judgement. Professional fees are not a reimbursement of the Company’s out of pocket disbursements, and shall not be computed or challenged by reference to the cost of such disbursements.
4.7 Amounts remaining unpaid beyond fifteen (15) days from the date of invoice may attract interest at 1.5% per month, and the Company reserves the right to suspend all work on the engagement until dues are cleared.
5. How Fees Are Treated as Earned
5.1 Professional fees are treated as earned progressively as work is performed, and not only upon completion of a final statutory outcome. Work is performed from the moment the engagement is accepted and advisory time is applied.
5.2 For the purpose of determining the fee earned upon cancellation or termination of an engagement, the Company will assess the proportion of the agreed scope actually performed as at the date of cancellation, having regard to:
(a) advisory, consultation and structuring time applied;
(b) verification and review of documents and information furnished;
(c) applications, reservations, registrations or preliminary submissions made to any authority;
(d) instruments, certificates or tokens procured on the Client’s behalf;
(e) documentation, forms, computations, returns, statements or deliverables prepared, whether or not filed;
(f) submissions actually made to an authority, and responses to queries, objections or resubmissions handled; and
(g) deliverables handed over to the Client.
5.3 The Company will, upon request, provide a written statement of the work performed and the basis on which the fee earned has been assessed.
5.4 Recurring engagements. For compliance, accounting, payroll, retainer, audit support and similarly recurring engagements, fees are earned on a period basis. Fees for the period in which cancellation occurs are earned in full, and fees for subsequent periods not yet commenced are refundable.
5.5 Milestone engagements. For registration, licensing, incorporation, certification and similar engagements delivered as a single outcome, fees are earned in accordance with Clause 5.2.
5.6 Advisory engagements. For opinions, reviews, structuring advice, representation and similar engagements, fees are earned as time is applied, and are earned in full upon delivery of the advice or opinion, whether oral or written.
5.7 Where a statutory filing, application or approval remains pending on account of the Client’s failure to furnish executed documents, information or approvals required to proceed, the Company is treated as having performed the work within its control, and the fee is earned accordingly.
6. Refunds and Cancellation
6.1 Government fees, statutory charges and third party costs already incurred are non-refundable in all circumstances, as these are paid to external authorities and vendors and are not recoverable by the Company.
6.2 Where an engagement is terminated by either party, the Client shall be entitled to a refund only of that portion of the advance which exceeds the fee treated as earned under Clause 5, after deduction of all third party costs incurred.
6.3 No refund is payable where the engagement could not be completed on account of the Client’s failure to furnish documents, executed instruments, information or approvals required to proceed.
6.4 No refund is payable in respect of work product already prepared and delivered to the Client, irrespective of whether the Client chooses to use it.
6.5 Approved refunds, where payable, will be processed within fifteen (15) working days to the originating account.
7. Documents, Work Product and Right of Retention
7.1 All documents, drafts, working papers, templates and materials prepared by the Company remain its property until all fees due in respect of the engagement have been paid in full.
7.2 The Company reserves a right of lien over all documents, records, instruments, digital tokens and materials in its possession in respect of which it has expended cost, labour or skill, until all outstanding fees relating to that engagement are settled in full. This right is asserted in accordance with the provisions of the Indian Contract Act, 1872 relating to the right of a bailee to retain goods pending payment for services rendered in respect of them.
7.3 Upon settlement of all dues, documents and materials will be handed over or dispatched promptly, and tracking details shared where dispatched by courier.
7.4 The Company retains copies of all engagement records for its own compliance and record keeping purposes.
8. Digital Signature Certificates and Digital Tokens
8.1 Where the Company procures a Digital Signature Certificate (DSC) on behalf of the Client or its directors, promoters or authorised signatories, the Company does so as a facilitator, bearing the Certifying Authority and vendor cost, and expending its own labour and effort in the application and verification process.
8.2 The Company does not use, and has no interest in using, any DSC other than for the specific filings authorised by the Client within the engagement.
8.3 The cost of DSC procurement is treated as earned and is non-refundable in all circumstances once the DSC has been issued.
8.4 Physical DSC tokens in the Company’s possession will be handed over or dispatched upon settlement of outstanding fees in accordance with Clause 7.2. The Company will offer the Client a choice of handover mechanisms, including collection in person, dispatch on a payment on delivery basis, or dispatch by tracked courier following settlement.
8.5 The Client acknowledges that a DSC is issued by an independent licensed Certifying Authority and may be applied for afresh by the certificate holder at any time, independently of the Company.
9. Timelines
9.1 All timelines communicated by the Company are good faith estimates only and are not guaranteed.
9.2 Timelines are dependent upon the Client furnishing documents and executed instruments promptly, upon the availability and functioning of government portals, and upon processing times at the relevant government departments, all of which are outside the Company’s control.
9.3 The Company shall not be liable for any delay attributable to the Client, to any government authority or portal, or to any third party vendor.
10. Suspension and Termination
10.1 Either party may terminate an engagement by written notice.
10.2 The Company may suspend or terminate an engagement immediately where fees remain unpaid, where the Client fails to furnish required documents or information, where the Client is unresponsive for thirty (30) days, or where the Company forms the view that continuing would require it to act contrary to law or professional standards.
10.3 Upon termination, fees earned up to the date of termination under Clause 5 become immediately payable, and Clauses 4, 5, 6, 7, 8, 11, 12, 13 and 14 survive termination.
11. Limitation of Liability
11.1 The Company’s total aggregate liability arising out of or in connection with any engagement, whether in contract, tort or otherwise, shall not exceed the total professional fees actually received by the Company in respect of that engagement.
11.2 The Company shall not be liable for any indirect, incidental, consequential or special loss, including loss of profit, loss of business, loss of opportunity, loss of goodwill or business interruption.
11.3 The Company shall not be liable for any loss arising from information or documents furnished by the Client which are false, incomplete, delayed or misleading, or from the Client’s failure to act on advice given.
11.4 No claim may be brought against the Company more than one (1) year after the date on which the Client became aware, or ought reasonably to have become aware, of the circumstances giving rise to the claim.
12. Force Majeure
12.1 The Company shall not be liable for any failure or delay in performance arising from circumstances beyond its reasonable control, including acts of God, natural disaster, epidemic, government action, changes in law, portal or infrastructure failure, power or internet outage, strike, civil disturbance, or serious illness or bereavement affecting key personnel.
13. Confidentiality and Data
13.1 The Company shall keep all Client information confidential and shall not disclose it to any third party except as required by law, by a regulatory authority, or as necessary to perform the engagement.
13.2 The Client consents to the Company retaining and processing its information for the purpose of performing the engagement and for its own statutory record keeping obligations.
13.3 The confidentiality obligation does not extend to information which is in the public domain, or which the Company is required to disclose in defence of a claim, complaint or allegation made against it.
14. Grievance Redressal, Dispute Resolution and Jurisdiction
14.1 Grievance redressal. Any complaint, grievance or dissatisfaction relating to our services should first be raised in writing to office@eauditoroffice.com, marked for the attention of the Grievance Officer. We will acknowledge within three (3) working days and endeavour to respond substantively within fifteen (15) working days.
14.2 Escalation and good faith negotiation. If the response is not satisfactory, the parties shall attempt in good faith to resolve the dispute through discussion for a period of thirty (30) days before initiating any formal proceedings.
14.3 Arbitration. Any dispute, difference or claim arising out of or in connection with these Terms or any engagement, which is not resolved under Clauses 14.1 and 14.2, shall be referred to and finally resolved by arbitration by a sole arbitrator under the Arbitration and Conciliation Act, 1996. The seat and venue of arbitration shall be Coimbatore, Tamil Nadu. The language of the arbitration shall be English.
14.4 Governing law. These Terms and every engagement shall be governed by and construed in accordance with the laws of India.
14.5 Jurisdiction. Subject to Clause 14.6, the courts at Coimbatore, Tamil Nadu shall have exclusive jurisdiction over all disputes, claims and proceedings arising out of or in connection with these Terms or any engagement, and the Client irrevocably submits to the exclusive jurisdiction of the courts at Coimbatore and waives any objection on the grounds of venue, forum non conveniens or otherwise.
14.6 Statutory rights preserved. Nothing in Clauses 14.3 or 14.5 shall be construed as limiting or excluding any right conferred on a consumer by the Consumer Protection Act, 2019 or by any other applicable law where such right cannot lawfully be excluded by agreement.
15. General
15.1 Entire agreement. These Terms, together with the accepted quotation or proposal, constitute the entire agreement between the parties and supersede all prior discussions, representations and understandings, whether oral or written.
15.2 Variation. No variation of these Terms is effective unless made in writing and accepted by an authorised representative of the Company.
15.3 Amendment of Terms. The Company may amend these Terms from time to time by publishing the revised version on its website. The version in force at the date the engagement is accepted governs that engagement.
15.4 Severability. If any provision is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.
15.5 No waiver. Failure or delay by the Company in enforcing any provision shall not constitute a waiver of that or any other provision.
15.6 Assignment. The Client may not assign or transfer any engagement or its rights under it without the prior written consent of the Company.
15.7 Acceptance and acknowledgement. Every quotation, proposal and invoice issued by the Company carries a link to these Terms and to the Company’s Privacy Policy, Payments Policy and Cancellation and Refund Policy. The Client is deemed to have read and accepted all of them upon the earliest of: (a) written or email confirmation of acceptance; (b) payment of any amount, in whole or in part, towards the engagement; or (c) furnishing of any document or instruction for the purpose of the engagement. The Company may require an express written acknowledgement before commencing work, and may decline to commence work until it is received.
16. Contact
EAUDITOR OFFICE PRIVATE LIMITED
CIN: U74140TZ2021PTC035806
46/3, 1st Floor, Swarnambika Layout, Ramnagar, Coimbatore, Tamil Nadu 641 009, India
Email: office@eauditoroffice.com
Grievance Officer: Mr. Karthick Subramaniam, karthicks@eauditoroffice.com
Office hours: Monday to Friday, 10:00 am to 5:30 pm; Saturday, 10:00 am to 1:00 pm. Closed on public holidays and the fourth Saturday of each month.