Effective Date: 1 January 2025
These Terms of Business govern the relationship between ScaleX Business Private Limited (“ScaleX”, “we”, “our”, “us”) and its clients (“Client”, “you”, “your”) for the provision of business consultancy, advisory, compliance, and filing services. By engaging our services, you agree to these Terms.
1. Services Provided
ScaleX provides business advisory, compliance assistance, filing agent services, and other related services. All advice is non-decisional in nature; final decisions and responsibilities remain solely with the Client.
Our services include, but are not limited to:
- Company secretarial support
- Regulatory compliance assistance
- Filing services with authorities and regulators
2. Advance Payment & Fees
- All services are rendered only upon advance payment.
- Fee structures are communicated upfront and are subject to change with notice.
- Delay or failure to pay agreed fees constitutes non-compliance, and ScaleX reserves the right to delay or deny service.
3. Right to Deny or Terminate Service
ScaleX reserves the right to deny or terminate any service, without notice, under the following conditions:
- Conflict of interest (internal or external)
- Delay or refusal to pay agreed fees
- Failure to disclose material information
- Failure of KYC (Know Your Customer) processes (internal or external)
- Any director, shareholder, or officer of the Client is found to be involved in fraud, or is banned or blacklisted by any compliance/regulatory body in any jurisdiction
- Abuse, harassment, or inappropriate conduct towards ScaleX staff or representatives
4. Demand for Full Disclosure
ScaleX, acting as an internal compliance mechanism, may demand full disclosure of information in the following scenarios:
- Internal audit authorised by the Client’s board of directors
- Detection or suspicion of fraud by any compliance officer, nominee director, or regulatory body
- Potential breach of FATF, local financial authorities, or other applicable regulatory guidelines
- For the purpose of compliance with laws and regulations of all jurisdictions the Client operates in
Failure to provide necessary disclosures may result in immediate termination of services.
5. Confidentiality
ScaleX will maintain confidentiality of all information disclosed by the Client unless:
- Disclosure is required by law, court order, or regulatory authority
- Client consents to such disclosure
- Disclosure is necessary for the protection of ScaleX’s rights or in the event of dispute resolution
6. Force Majeure
ScaleX shall not be liable for any failure or delay in performance due to force majeure events, including but not limited to natural disasters, acts of God, war, terrorism, strikes, pandemics, or governmental restrictions.
7. Limitation of Liability
- ScaleX’s role is advisory and administrative; all liabilities remain with the Client.
- ScaleX shall not be liable for:
- Any acts, omissions, or decisions made by the Client or its directors/shareholders
- Penalties, disputes, refunds, or losses incurred by the Client
- Non-compliance resulting from the Client’s failure to act or disclose required information
- Client assumes full liability for compliance in all jurisdictions where it operates
8. Protection of Employees
- Verbal abuse, threats, or inappropriate conduct towards ScaleX employees, whether via phone, in person, or written communication, will not be tolerated.
- ScaleX reserves the right to terminate all services immediately in case of such behavior and may report such incidents to the relevant local authorities or law enforcement.
9. Governing Law
These Terms shall be governed by the laws of the India. Any disputes shall be subject to the exclusive jurisdiction of courts of Bengaluru, Karnataka
10. Amendments
ScaleX reserves the right to amend these Terms at any time. Continued use of our services following any amendment constitutes acceptance of the revised Terms.
11. Acceptance
By engaging ScaleX’s services, the Client acknowledges having read, understood, and agreed to these Terms of Business.
