Terms & Conditions - MoA/AoA Drafting

Welcome to Bizeneed India Private Limited. These Terms and Conditions ("Terms") constitute a legally binding agreement between you ("Client", 'you', or 'your') and Bizeneed India Private Limited ("Company", 'we', 'us', or 'our') governing your engagement of Memorandum of Association (MoA) and Articles of Association (AoA) drafting, alteration, and related services through our Platform. These Terms are framed in strict accordance with the Companies Act, 2013, the Companies (Incorporation) Rules, 2014, the Indian Contract Act, 1872, the Information Technology Act, 2000, and all other applicable Indian laws and regulations. By availing any MoA/AoA drafting service through our Platform, you confirm that you have read, understood, and agree to be bound by these Terms in their entirety. If you do not agree with any provision of these Terms, you must discontinue the use of our services.

• These Terms govern all engagements for MoA/AoA drafting, alteration, and special resolutions services
• The Platform operates as a technology-enabled intermediary connecting clients with qualified company secretaries and legal professionals
• By engaging our MoA/AoA services, you confirm you have read, understood, and agree to these Terms
• If you act on behalf of a company, you represent that you have the authority to bind the entity
• Continued use of our services after any modifications to these Terms constitutes acceptance of the updated Terms
• Questions regarding these Terms should be directed to legal@bizeneed.in

Bizeneed provides MoA/AoA services including drafting of Memorandum of Association and Articles of Association for new companies in accordance with the Companies Act, 2013 and the Companies (Incorporation) Rules, 2014; alteration of existing MoA/AoA to reflect changes in object clauses, capital clauses, registered office, or share capital structure; and preparation of special resolutions for matters requiring shareholder approval under Section 114 of the Companies Act, 2013. All services are rendered by qualified company secretaries, advocates, and chartered accountants. The scope of each engagement is as specified in the respective service order confirmation or engagement letter. Services are limited to document preparation and advisory; we do not act as a company secretary in practice or registered agent before the Registrar of Companies unless explicitly agreed in writing.

• Drafting of Memorandum of Association (MoA) in compliance with Schedule I of the Companies Act, 2013
• Drafting of Articles of Association (AoA) as per Table F of the Companies (Incorporation) Rules, 2014
• Alteration of existing MoA/AoA for changes in objects, capital, registered office, or share structure
• Preparation of special resolutions under Section 114 for matters requiring shareholder approval
• Customisation of MoA/AoA clauses to suit specific business requirements and governance needs
• Advisory on MoA/AoA provisions including object clauses, liability clauses, and voting rights
• All services delivered by qualified professionals with expertise in company law

You are required to provide accurate, complete, and up-to-date information necessary for the preparation of MoA and AoA documents. This includes full details of all subscribers including their names, addresses, identification details, and PAN; the proposed name of the company with preferred alternatives; the main objects and subsidiary objects of the company as per the object clause requirements; the proposed registered office address and state of incorporation; the authorised, subscribed, and paid-up share capital details; and any specific clauses, restrictions, or special provisions you wish to include in the AoA. You must review all drafts carefully and provide timely feedback and approvals. You are solely responsible for the accuracy and completeness of all information and documents provided to us.

• Provide complete and accurate details of all subscribers including names, addresses, PAN, and identification
• Disclose the proposed company name with preferred alternatives for availability verification
• Specify the main objects and subsidiary objects as per MoA object clause requirements
• Provide the proposed registered office address with proof of address for the company
• Provide authorised, subscribed, and paid-up share capital details with breakdown by share class
• Clearly state any special provisions, restrictions, or governance clauses for the AoA
• Review draft documents promptly and provide feedback within the agreed timelines
• Ensure all subscribers are available for execution of the final MoA and AoA documents
• Cooperate fully with our professionals for any queries or clarifications during the engagement

Service fees for MoA/AoA drafting services are as communicated in the service order confirmation or quotation and become binding upon your acceptance. All fees are quoted inclusive or exclusive of GST as explicitly specified at the time of quoting. Government fees including RoC filing fees, stamp duty, and other statutory charges are billed separately and are payable in addition to our professional fees. Payments must be made within 7 days of invoice issuance. Late payments may attract interest at 18% per annum or the maximum rate permitted under applicable law, calculated from the due date until the date of actual payment. We reserve the right to withhold delivery of final documents for accounts with overdue payments exceeding 15 days. All payments must be made through the official payment channels integrated with the Platform.

• Service fees are as communicated in the order confirmation and are binding upon acceptance
• Fees are inclusive or exclusive of GST as explicitly stated in the invoice or quotation
• Government fees, stamp duty, and statutory charges are billed separately from professional fees
• Payments must be made within 7 days of invoice issuance
• Late payments attract interest at 18% per annum calculated from the due date
• Final documents may be withheld for accounts with overdue payments exceeding 15 days
• Refund eligibility is governed by our Refund Policy available at /refund-policy
• You are responsible for all applicable taxes, cess, and duties as per applicable law

The standard turnaround time for MoA/AoA drafting services is 3 to 7 business days from the date of receipt of all required information and documents, subject to the complexity of the company structure and the number of subscribers involved. Alteration of MoA/AoA typically requires 2 to 5 business days. Special resolution preparation requires 2 to 4 business days. These timelines are indicative and may be extended due to delays in receiving information from you, changes in requirements, or any unforeseen circumstances. We will make reasonable efforts to adhere to the agreed timelines and will notify you promptly of any delays. Expedited services may be available upon request and may attract additional charges.

• MoA/AoA drafting: 3-7 business days from receipt of all required information
• MoA/AoA alteration: 2-5 business days from receipt of all required information
• Special resolution preparation: 2-4 business days from receipt of all required details
• Timelines are indicative and may vary based on complexity and number of subscribers
• Delays caused by incomplete or late information from you shall extend timelines proportionally
• Expedited services may be available upon request with applicable additional charges
• We will notify you promptly of any delays and provide revised timelines

Both parties agree to maintain strict confidentiality of all information exchanged during the course of the engagement. You agree to keep confidential all drafts, documents, communications, and proprietary methodologies shared by us. We agree to keep confidential all business information, subscriber details, financial data, company secrets, and any other sensitive information you provide for the purpose of the engagement. This obligation shall survive the termination or completion of the engagement for a period of 3 years. You authorise us to share necessary information with our affiliated professionals, government authorities, and third-party service providers solely for the purpose of delivering the agreed services. We implement industry-standard security measures to protect your data in accordance with our Privacy Policy.

• Both parties agree to maintain strict confidentiality of all information exchanged during the engagement
• You agree to keep confidential all drafts, documents, and proprietary methodologies shared by us
• We agree to keep confidential all business information, subscriber details, and company data you provide
• Confidentiality obligations survive termination for a period of 3 years
• You authorise us to share information with professionals and authorities solely for service delivery
• We implement industry-standard security measures to protect your data
• Breach of confidentiality may result in legal action and termination of services

To the maximum extent permitted under applicable Indian law, including the Information Technology Act, 2000 and the Consumer Protection Act, 2019, Bizeneed India Private Limited's aggregate liability under any service engagement or claim arising from these Terms shall not exceed the service fees paid by you for the specific MoA/AoA service in the preceding 12 months. We shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, loss of business opportunities, or any financial loss arising from the use or inability to use our services. We are not liable for delays, errors, rejections, or adverse outcomes caused by the Registrar of Companies, government authorities, or third-party service providers. We are not liable for losses arising from inaccurate, incomplete, or misleading information provided by you.

• Aggregate liability limited to fees paid for the specific MoA/AoA service in the preceding 12 months
• No liability for indirect, incidental, special, consequential, or punitive damages of any kind
• No liability for delays, errors, or rejections caused by the Registrar of Companies or government authorities
• Not liable for losses arising from inaccurate, incomplete, or misleading information provided by you
• No liability for service interruptions due to force majeure events
• Nothing in these Terms excludes liability for death or personal injury caused by our negligence or for fraud

Either party may terminate the service engagement by providing not less than 15 days' prior written notice to the other party. Bizeneed may immediately suspend or terminate the engagement without prior notice if you breach these Terms, fail to make payments when due, provide false or misleading information, or engage in activities that harm our business interests. Upon termination, all outstanding fees for services already rendered become immediately due and payable. We will deliver completed work product upon receipt of all outstanding payments. Provisions of these Terms relating to confidentiality, limitation of liability, dispute resolution, and intellectual property shall survive termination.

• Either party may terminate with not less than 15 days' prior written notice
• We may immediately terminate for breach of Terms, non-payment beyond 15 days, or fraudulent activity
• All outstanding fees for services rendered become immediately due and payable upon termination
• Completed work product will be delivered upon receipt of all outstanding payments
• Provisions relating to confidentiality, liability, dispute resolution, and IP survive termination
• Upon request within 30 days of termination, your data will be provided in a portable format

These Terms shall be governed by and construed in accordance with the laws of India, without regard to its conflict of law provisions. The courts in New Delhi, Delhi, India shall have exclusive jurisdiction over any dispute, claim, or proceeding arising out of or relating to these Terms or the use of our services. Any dispute arising from or in connection with these Terms shall first be attempted to be resolved through good-faith negotiations for a period of 30 days. If the dispute cannot be resolved through negotiation, it shall be referred to arbitration under the Arbitration and Conciliation Act, 1996 before a sole arbitrator appointed by mutual consent. The seat of arbitration shall be New Delhi, Delhi, India, and the language of arbitration shall be English.

• These Terms are governed by the laws of India without regard to conflict of law provisions
• Courts in New Delhi, Delhi, India have exclusive jurisdiction over all disputes
• Disputes shall first be attempted to be resolved through good-faith negotiations for 30 days
• Unresolved disputes are referred to arbitration under the Arbitration and Conciliation Act, 1996
• Seat of arbitration: New Delhi, Delhi, India; Language: English
• The arbitration award shall be final and binding on all parties

If you have any questions, concerns, or feedback regarding these Terms and Conditions for MoA/AoA Drafting services, please do not hesitate to contact us. Our legal team is available to address any queries or clarifications you may need. For general inquiries, service-related questions, or technical support, please reach out through our contact channels. For legal and compliance-related matters, please use the dedicated email address below. We strive to respond to all inquiries within a reasonable timeframe and in accordance with applicable consumer protection laws.

• Email: legal@bizeneed.in - for legal, compliance, and terms-related inquiries
• Email: support@bizeneed.in - for general support, technical issues, and service queries
• Registered Office: Bizeneed India Private Limited, New Delhi, Delhi, India
• Grievance Officer: grievance@bizeneed.in - for complaints and dispute resolution
• Response time: We aim to respond to all inquiries within 2-3 business days