Terms of Use and Service

Application. This Part A applies to every person who visits lawple.com or uses any page, form or publication on it (the “Website”), whether or not that person is a client. In this Part A, “you” means that person, and “we”, “us”, “our” and the “Firm” have the meaning given in Section 2.1. By using the Website, you accept this Part A. If you do not accept it, please do not use the Website.

No solicitation. The rules of the Bar Council of India do not permit advocates to advertise or solicit work. By using the Website, you confirm that you are seeking information about the Firm of your own accord, and that there has been no advertisement, personal communication, solicitation, invitation or inducement of any kind by the Firm or its members to solicit work through the Website.

Information only. The Website, including our Insights and any newsletter or other publication, provides general information about the Firm and about developments in law. It is not legal advice or a legal opinion, may not reflect the current law and does not take account of your circumstances. You should not act, or refrain from acting, on the basis of it without obtaining professional advice.

No lawyer-client relationship. Using the Website, subscribing to our updates, sending us an enquiry or applying to attend an event does not make you our client. A lawyer-client relationship arises only as set out in Section 2.4.

Enquiries. Please do not send us confidential or sensitive information through the Website or by email until we have completed our conflict check and confirmed in writing that we will act. Unless the law requires otherwise, information sent to us before that time is not received in confidence, and its receipt shall not prevent us from acting for any other person. We may decline any enquiry.

Updates. Where you subscribe to our updates, we shall send our Insights and news of the Firm to the email address you provide. You may unsubscribe at any time through the link in any such email or by writing to us.

Events. An application to attend First Close or any other event of the Firm is subject to the terms published for that event, and attendance is at our discretion. Nothing said at an event constitutes legal advice.

Intellectual property. The content and design of the Website, the name “Lawple Advisors” and the Firm’s marks belong to the Firm or its licensors. You may view, download and print content for your own reference, and may share our Insights with attribution to the Firm and without alteration. You shall not otherwise reproduce, republish or commercially exploit any content, or use it to train or develop any artificial intelligence system, without our prior written consent.

Acceptable use. You shall not:

1. (i)use the Website for any unlawful purpose;
2. (ii)attempt to gain unauthorised access to the Website, or introduce any virus or other harmful code;
3. (iii)extract content from the Website by automated means; or
4. (iv)submit information that is false, or personal data of another person that you are not entitled to share.

Third-party websites and tools. The Website contains links to third-party websites, such as LinkedIn, and certain forms may be hosted by third-party providers. We do not control such websites or providers and are not responsible for their content, availability or practices. Their own terms apply to your use of them.

Personal data and cookies. We process personal data collected through the Website, including through enquiry and subscription forms and any cookies, in accordance with our Privacy Policy as published on the Website from time to time.

Accuracy and availability. We take reasonable care in preparing the Website but do not warrant that its content is accurate, complete or current, or that the Website will be available without interruption or free of harmful code. We may change, suspend or withdraw any part of the Website at any time.

Liability. To the fullest extent permitted by law, we are not liable for any loss arising from the use of the Website, from reliance on its content or from any third-party website or tool. Our liability to clients for professional services is as set out in Section 16. Nothing in this Part A limits any liability that cannot be limited under applicable law.

Changes. We may amend this Part A by publishing a revised version on the Website. The revised version applies from the date of publication, and your continued use of the Website constitutes acceptance of it.

Governing law and jurisdiction. This Part A and your use of the Website are governed by the laws of India, and the courts at Mumbai have exclusive jurisdiction over any dispute arising out of them. The Website is operated from India and is not intended as an offer of legal services in any jurisdiction in which we are not permitted to practise.

Contact. Any question about the Website or this Part A may be addressed to shubham@lawple.com.

Lawple Advisors is a law firm based in Mumbai. We advise fund managers on the formation and operation of funds, investors on their participation in funds, and businesses on their commercial contracts.

Our approach is “Law. Simple.”, and these Terms are accordingly written in plain language. Should any provision be unclear, please raise it with us before engaging us.

The Firm. “We”, “us”, “our” and the “Firm” mean Lawple Advisors, a registered partnership firm of advocates enrolled with the Bar Council of Maharashtra and Goa and the Bar Council of Delhi, having its office at One BKC Centre, Bandra Kurla Complex, Mumbai.

The Client. In this Part B, “you”, “your” and the “Client” mean the person or entity named as the client in our engagement letter, fee proposal or onboarding form (the “Engagement Letter”). A person engaging us on behalf of an entity represents that he or she has the authority to bind that entity.

Named client only. Unless otherwise agreed in writing, our client is the named person or entity alone, and not its shareholders, partners, directors, group companies, investors or any fund managed by it.

Commencement of the relationship. A lawyer-client relationship arises only when we have completed our conflict check and confirmed in writing that we will act. Reading these Terms, using our website, sending us an enquiry, completing our onboarding form, reading our Insights or attending a First Close session does not make any person our client.

Onboarding information. Before commencing work, we may request identity documents and details of ownership and control. You shall provide accurate information and inform us promptly of any change.

Scope. The scope of each matter (a “Matter”) is as set out in the Engagement Letter. Work outside that scope constitutes a separate Matter and is charged in accordance with Section 4.

Indian law only. We advise on the laws of India, including the regime applicable to the International Financial Services Centre at GIFT City. Section 11 sets out our approach to other jurisdictions.

No assurance of outcome. We shall act with reasonable skill and care. We do not guarantee any outcome, including a regulatory approval or its timing, the success of a fundraise or the agreement of a counterparty.

Client’s responsibilities. We rely on the information and instructions you provide, which you shall ensure are accurate, complete and timely. We do not independently verify facts unless we have expressly agreed to do so.

Reliance. Our advice is provided solely for your use in the Matter for which it is given. No other person may rely on it without our prior written consent.

Changes in law. Our advice reflects the law as at the date on which it is given. We are under no obligation to update it after a Matter closes, unless engaged to do so.

Hourly fees. Unless a fixed or capped fee has been agreed in writing, our fees are charged for time spent, at the hourly rates communicated to you before we commence work.

Fixed and capped fees. A fixed or capped fee covers only the scope and assumptions stated in the Engagement Letter. By way of illustration, a fixed fee for a fund launch will specify the number of rounds of regulatory queries and investor side letters covered. Work beyond the stated scope is charged at hourly rates, and we shall inform you before commencing it.

Fees not contingent on outcome. Unless otherwise agreed in writing, our fees are payable irrespective of whether the fund closes, the transaction completes or the approval is granted. We do not charge fees contingent on the result of litigation, which the Bar Council of India Rules (the “BCI Rules”) prohibit.

Revision of rates. We may revise our hourly rates once in each financial year, with prior written notice to you.

Estimates. An estimate represents our assessment at the time it is given and is not a cap. We shall inform you promptly if we expect to exceed it.

Exclusions. Our fees are exclusive of:

1. (i)applicable taxes, as set out in Section 5;
2. (ii)government and regulatory fees, including those payable to the Securities and Exchange Board of India (“SEBI”), the International Financial Services Centres Authority (“IFSCA”) and the Registrar of Companies;
3. (iii)stamp duty, registration, notarisation and apostille charges;
4. (iv)the fees of other counsel, foreign counsel, tax advisers, trustees, fund administrators and other providers engaged at your request; and
5. (v)travel outside Mumbai, courier and search charges.

Approval of expenses. We shall seek your approval before incurring any significant expense.

Our team. Your Matters are handled by partners, associates and paralegals, under the supervision of a partner. The time of paralegals is charged at their applicable rates. The time of interns is not charged.

Invoices. We issue invoices on a monthly basis. Each invoice is payable within ten (10) days of its date.

Mode of payment. Payment shall be made by bank transfer or UPI to the account specified in the invoice.

Goods and services tax. Our fees are exclusive of goods and services tax (“GST”). Where the law requires the recipient of legal services to pay GST under the reverse charge mechanism, you are responsible for its payment. In all other cases, any GST payable is added to the invoice.

Tax deducted at source. Where you are required to deduct tax at source, you shall pay us the net amount, deposit the tax deducted within the prescribed time and furnish the relevant certificate to us. Any amount deducted for which credit is not reflected in our tax records remains payable to us.

Clients outside India. Invoices are raised in Indian rupees or, where agreed, in US dollars or another freely convertible currency. Bank charges are borne by you. Where a withholding is required under the law applicable to you, the payment shall be increased so that we receive the full invoiced amount.

Queries. Any query on an invoice shall be raised in writing, with reasons, within five (5) days of the invoice date. The undisputed portion remains payable by the due date.

Late payment. Overdue amounts carry simple interest at eighteen per cent (18%) per annum from the due date until the date of payment.

Prolonged default. Where an undisputed invoice remains unpaid for more than forty-five (45) days after its due date, we may, upon written notice, require an advance before undertaking further work or suspend work until payment is received.

Advances. We may require an advance against fees and expenses before commencing work. Advances are recorded separately in our books, applied against invoices as they are issued and, to the extent unutilised, refunded upon settlement of the final invoice.

Money for a specific purpose. Money provided for a specific purpose, such as a regulatory application fee or stamp duty, is applied only for that purpose.

Accounts. We maintain accounts of client money in accordance with the BCI Rules and shall provide a statement upon request. Advances do not bear interest.

AI tools. We may use artificial intelligence tools to assist in drafting, reviewing, summarising and checking documents. All output is reviewed by a lawyer before it is provided to you, and the responsible lawyer remains accountable for it.

Safeguards. We select tools and configurations that do not use client information to train public models, and enable zero-retention settings where available. You may instruct us in writing not to use such tools on your Matters, which may affect timelines and cost. As we charge for time actually spent, any time saved is reflected in your invoice.

Cloud services and communications. We use cloud-based email, document storage and practice management tools, some of which are hosted outside India. We communicate by email, telephone, video conference and, where you so prefer, messaging applications such as WhatsApp.

Security. Electronic communication carries inherent security risks. We take reasonable precautions but do not guarantee the security of third-party platforms. Please inform us if you wish any channel to be avoided or documents to be password-protected.

Personal data. We process personal data in accordance with the Information Technology Act, 2000 and the Digital Personal Data Protection Act, 2023, to the extent applicable to us, and our Privacy Policy as published on lawple.com from time to time. Where you provide personal data relating to other persons, including your personnel or investors, you confirm that you are entitled to share it with us.

Retention of records. We retain our files for eight (8) years after a Matter closes, after which they may be destroyed without further notice, unless the law requires a longer period.

Duty of confidentiality. We keep information received from you confidential, in accordance with the Advocates Act, 1961, the BCI Rules and the law of privilege. This obligation survives the termination of our engagement.

Permitted disclosure. We may disclose your information only:

1. (i)with your consent;
2. (ii)to our personnel, and to counsel and advisers engaged on your Matter who are bound by obligations of confidentiality; or
3. (iii)where required by law, a court, a regulator or a Bar Council, in which case we shall, where lawfully permitted, inform you in advance and limit the disclosure to what is required.

No publicity. We do not name our clients or use their logos in any public material.

Legal directories. You are deemed to have consented to our referring to Matters on which we have acted for you in submissions to legal directories and similar rankings publications, unless you notify us in writing that you object.

Conflict check. We conduct a conflict check before accepting any Matter, on the basis of the information you provide regarding the parties involved. In the case of a fund, this includes the sponsor, the manager and the key investors.

Managers and investors. We act for fund managers as well as for investors. We do not act on opposing sides of the same Matter. By way of illustration, we shall not represent both the manager of a fund and an investor negotiating its participation in that fund.

What does not constitute a conflict. Our acting for a competitor, customer or supplier of yours does not constitute a conflict. Nor does our acting for a client who takes a legal position different from yours on an unrelated matter.

Other clients. You agree that we may act for other clients on matters unrelated to yours, even where their commercial interests differ from yours. We shall not use your confidential information for the benefit of any other person.

Subsequent conflicts. If a conflict arises during an engagement, we shall inform the affected clients. We shall continue to act only where the applicable professional rules permit and each affected client gives informed written consent, with appropriate information barriers in place. Failing this, we shall withdraw and assist with an orderly handover.

Tax. Unless expressly included in the Engagement Letter, we do not advise on tax, accounting or valuation matters. Where we identify a tax consideration, we shall bring it to your attention. This does not constitute tax advice and should be confirmed with your tax adviser.

Investment decisions. We are legal advisers and not investment advisers. When acting for an investor, we review the terms of the investment and the associated legal risk. We do not advise on its commercial or financial merits.

Commercial decisions. We advise on what the law permits and where the risks lie. All commercial decisions remain yours.

Other jurisdictions. Fund and investment structures frequently involve jurisdictions outside India, such as Mauritius, Singapore, the Cayman Islands, the United Arab Emirates and the United States. As we are qualified to advise on Indian law only, we shall recommend that local counsel review such aspects.

Local counsel. We may instruct local counsel on your behalf, or you may engage them directly. In either case, local counsel are responsible for their own advice and their fees are borne by you. Where you inform us in writing that you do not wish to obtain local advice, we bear no responsibility for the consequences under foreign law.

Regulatory filings. Applications and filings with SEBI, IFSCA, the Reserve Bank of India and other authorities are prepared on the basis of information provided by you. A regulator may take a different view, require changes, take longer than anticipated or amend its requirements.

No assurance of approval. We do not guarantee any approval or registration, or its timing. Provided we have acted with reasonable care, we are not liable for the consequences of a regulator’s decision or of a change in law or policy.

Ongoing compliance. Compliance with the conditions of a registration, including reporting and filing deadlines, is your responsibility unless you engage us for that purpose.

Introductions. We may introduce you to tax advisers, trustees, fund administrators, custodians, valuers, company secretaries and foreign counsel. Unless otherwise agreed, you engage such providers directly, and they are responsible for their own work.

No referral fees. As a matter of policy, the Firm does not receive any referral fee, commission or other benefit from any third-party provider. We charge only for legal work.

Disclosure of relationships. Where we have an ownership or commercial relationship with a provider we introduce, we shall disclose it to you before you engage that provider.

Client papers. Original documents provided by you remain your property. We shall return them upon request and do not retain them as security for unpaid fees.

Work product. Upon payment of our fees for a Matter, you may use the documents we have prepared for the purposes of that Matter, including, in the case of a fund, its operation. We retain all rights in our templates, precedents and know-how, and may reuse drafting that contains no information confidential to you.

Mutual respect. We expect our personnel to be treated with courtesy, and shall extend the same courtesy to yours.

Feedback and concerns. The partner responsible for your Matter will seek your feedback during the Matter and upon its completion. Any concern regarding our services or an invoice may be addressed to Shubham Soni, Founder and Partner, at shubham@lawple.com. We shall respond as early as possible.

By the Client. You may terminate an engagement at any time by written notice. Our fees and expenses up to the date of termination remain payable. Where a fixed fee applies, the portion attributable to the work performed is payable.

By the Firm. We may terminate an engagement for sufficient cause and upon reasonable written notice, in accordance with the BCI Rules. Sufficient cause includes:

1. (i)non-payment of an undisputed invoice following a reminder;
2. (ii)failure to provide instructions or information required by us;
3. (iii)a breakdown of trust between us;
4. (iv)a request that we act unlawfully or contrary to professional rules;
5. (v)a conflict of interest; and
6. (vi)abusive conduct towards our personnel.

Handover. Upon termination, we shall return your papers, refund any unutilised advance and provide reasonable assistance to your new advisers.

Survival. Sections 4, 5, 8, 16, 17 and 18 survive the termination of an engagement.

Application. This Section applies to the fullest extent permitted by law and the BCI Rules.

Direct loss only. We are liable only for direct loss caused by our negligence or breach of these Terms. We are not liable for indirect or consequential loss, loss of profit, loss of opportunity or punitive damages.

Cap on liability. Our aggregate liability for all claims arising out of a Matter shall not exceed the legal fees paid by you to us for that Matter during the one (1) year immediately preceding the date on which the claim arose.

Claims against the Firm. Any claim shall be brought against the Firm, and not against any associate, employee or consultant of the Firm personally.

Excluded matters. We are not liable for loss arising from inaccurate or incomplete information provided by you, from the work of other advisers or providers, or from the matters described in Section 11.

Exceptions. Nothing in these Terms limits liability for fraud or wilful misconduct, or any liability that cannot be limited under applicable law.

By prior agreement. Before commencing work, we may notify you in writing that another person, typically your promoter, sponsor or parent entity, shall be liable together with you for our fees. In that event, you and that person are jointly and severally liable for our invoices.

Change of invoiced entity. Where you engage us and we subsequently invoice a different entity at your request, you remain jointly and severally liable with that entity for those invoices. By way of illustration, a sponsor may engage us to establish an investment manager and a fund, and request that invoices be raised on the new manager or the fund. The sponsor remains liable until released by us in writing.

Governing law. These Terms and every engagement with us are governed by the laws of India.

Amicable resolution. The parties shall first endeavour in good faith to resolve any dispute through discussion between a partner of the Firm and a senior representative of the Client, within thirty (30) days.

Exclusive jurisdiction. Failing such resolution, the courts at Mumbai shall have exclusive jurisdiction over any dispute arising out of or in connection with these Terms or any engagement. Disputes shall not be referred to arbitration.

Order of precedence. In the event of any inconsistency between the Engagement Letter and these Terms, the Engagement Letter prevails for that Matter.

Amendments. We may amend these Terms from time to time and shall publish the current version on lawple.com. Amended Terms apply to work performed after we notify you of the amendment. Amendments to Part A take effect as set out in Section A.14.

Acceptance. You accept these Terms by signing the Engagement Letter, confirming your acceptance by email or continuing to instruct us after receiving them. Visitors to our website accept Part A as set out in Section A.1. These Terms constitute an electronic record under the Information Technology Act, 2000 and do not require a physical signature.

Language. These Terms are in English, and our services are provided in English.

Notices. Notices may be given by email to the addresses specified in the Engagement Letter.

Severability and waiver. If any provision of these Terms is held unenforceable, the remaining provisions continue in effect. No delay in exercising a right constitutes a waiver of it.

Assignment. Neither party may assign or transfer an engagement without the prior written consent of the other.

No solicitation. These Terms are published for the information of our clients, of visitors to our website and of persons who request them. They do not constitute an advertisement or a solicitation of work.