Terms & Conditions

The Initial Evaluation Fee and Registration/Onboarding Fee are separate and independent charges.

19. OTHER EXPENSES

All expenses incurred specifically for or on behalf of the empaneled enterprise shall be borne directly by the empaneled enterprise.

Such expenses may include, without limitation:

• Government fees
• Regulatory charges
• Legal fees
• Professional consultancy
• Due-diligence costs
• Audit and valuation fees
• Travel and accommodation
• Visa and immigration expenses
• Translation and certification
• Notarisation and apostille
• Bank charges
• Documentation expenses
• Courier and communication expenses
• Conference/exhibition participation
• Technical consultancy
• Local representatives or agents
• Any other third-party expenses

Such expenses shall be over and above the Initial Evaluation Fee, Registration/Onboarding Fee, Principal Annual Subscription, Add-on Subscription and Success Fee.

20. RESPONSIBILITIES OF THE EMPANELED ENTERPRISE

The empaneled enterprise shall:

• 1.Provide accurate and complete information.
• 2.Maintain all required registrations, licences and statutory compliances.
• 3.Cooperate with KYC and due-diligence requirements.
• 4.Promptly provide information required for preparation of its international profile.
• 5.Conduct its own independent due diligence on prospective counter parties.
• 6.Bear all applicable taxes and third-party expenses.
• 7.Promptly disclose transactions concluded with parties introduced through VAAMAA FOREX
• 8.Pay the applicable Success Fee when due.
• 9.Maintain confidentiality concerning introductions and opportunities received through VAAMAA FOREX.
• 9.Maintain confidentiality concerning introductions and opportunities received through VAAMAA FOREX.

21. RESPONSIBILITIES OF VAAMAA FOREX

VAAMAA FOREX shall use commercially reasonable efforts to:

• Identify relevant international opportunities.
• Facilitate introductions.
• Coordinate business communications.
• Facilitate meetings and discussions.
• Provide business-development support within the agreed scope.
• Maintain reasonable confidentiality regarding information received from empaneled enterprises.

VAAMAA FOREX does not guarantee that every empaneled enterprise will receive an investment, financing, contract, government approval, purchase order, joint venture or other commercial opportunity.

22. NO GUARANTEE OF TRANSACTION

Empanelment and payment of the prescribed fees shall provide access to the VAAMAA FOREX Global Business Facilitation Programme, but shall not constitute a guarantee of:

• Funding
• Investment
• Financing
• Government approval
• Contract award
• Purchase order
• Joint venture
• International partnership
• Business volume
• Profit
• Market entry
• Commercial success
• Others

All opportunities shall remain subject to the independent decision-making, due diligence, commercial negotiations and regulatory approvals of the respective parties.

23. COMPLIANCE & ETHICAL STANDARDS

All empaneled enterprises shall comply with applicable laws and regulations, including where relevant:

• KYC/AML requirements
• Anti-bribery and anti-corruption laws
• Foreign exchange regulations
• Tax regulations
• Sanctions and restricted-party requirements
• Corporate and securities regulations
• Export/import regulations
• Sector-specific regulatory requirements

VAAMAA FOREX reserves the right to reject, suspend or terminate an empanelment where it reasonably believes that the applicant, enterprise, proposed transaction or counter party is involved in unlawful, fraudulent, prohibited or materially non-compliant activities.

24. TERM & RENEWAL

The empanelment of the Enterprise shall remain subject to the terms and conditions of the duly executed Empanelment & Global Business Facilitation Agreement with VAAMAA FOREX.

The Annual Subscription Fee shall be payable for each calendar year and shall be renewed by the Enterprise between 1 January and 10 January of each calendar year.

Continued empanelment, access to the VAAMAA FOREX Global Business Facilitation Programme and continuation of applicable facilitation services shall remain subject to:

• compliance by the Enterprise with the terms and conditions of the Empanelment & Global Business Facilitation Agreement; and
• timely payment of the applicable Annual Subscription Fee and any other fees payable under the Agreement.

Country & Project Coverage

The Annual Subscription Fee shall be applicable to One (1) Country and One (1) Project only.

Where the Enterprise requires facilitation, business development or services in respect of any additional country and/or additional project, the Enterprise shall be required to purchase an additional Add-on Subscription applicable to such additional country and/or project, at the prevailing fee prescribed by VAAMAA FOREX.

Late Renewal

In the event that the Enterprise fails to make the Annual Subscription renewal payment within the prescribed renewal period of 1 January to 10 January, the Enterprise shall be deemed to have delayed its renewal and shall be required to pay an additional applicable late fees over and above the applicable Annual Subscription Fee.

The delayed renewal payment shall be subject to acceptance and reactivation of the empanelment by VAAMAA FOREX.

VAAMAA FOREX reserves the right to suspend, deactivate or discontinue the empanelment of any Enterprise that fails to renew its subscription within the prescribed period and/or fails to pay the applicable renewal and late-renewal charges.

Any suspension or discontinuation of empanelment shall not affect any accrued payment obligations, including any Success Fee or other contractual entitlement of VAAMAA FOREX arising from transactions, introductions or business opportunities facilitated prior to such suspension or discontinuation.

25. CONFIDENTIALITY

VAAMAA FOREX and the empaneled enterprise shall maintain reasonable confidentiality concerning non-public business information, commercial proposals, project information, introductions and negotiations exchanged during the course of the engagement, subject to applicable law and the terms of the Empanelment Agreement.

26. INDEMNIFICATION

The empaneled enterprise shall defend, indemnify and hold harmless the VAAMAA FOREX and financial Intermediaries, its members, shareholders, agents, servants and employees and their respective heirs, personal and legal representatives, guardians, successors and assigns, from and against any and all claims, threats, liabilities, taxes, interest, fines, penalties, suits, actions, proceedings, demands, damages, losses, costs and expenses (including, without limitation, actual damages, consequential damages, legal fees and the costs of enforcing this indemnity) of every kind and nature arising out of, resulting from, or in connection with the transactions contemplated herein. The enterprise acknowledges that the VAAMAA FOREX does not warrant the acceptance into any given investments for the specific performance of third party contracts/referrals.

27. DISPUTES

The empaneled enterprise understands and appreciates that the work provided by the VAAMAA FOREX is service, not a science, and in many instances unknown factors, force majeure changes in guidelines may become come into play or consideration. If at any time the enterprise feels there is a problem in representation or within the working relationship, the enterprise is requested to note the area of concern in writing to be logged with date and time and agrees to ask for a problem solving consultation with the VAAMAA FOREX. Cooperation and trust between enterprise and VAAMAA FOREX is essential. Therefore, VAAMAA FOREX will work to ensure a healthy working relationship through the completion of an amiable resolution of any matter, if within reason and at all possible.

Any disputes and/or causes of action asserted by enterprise shall be brought no later than six (6) months from the date the VAAMAA FOREX last rendered professional services under this Agreement, regardless of any other statute of limitation to the contrary, e.g., all disputes, claims and causes of action are waived if not brought within the six (6) months referenced herein. Under no circumstances will the enterprise be permitted to obtain awards for punitive, incidental, or consequential damages regardless of the nature of the claim, dispute, or cause of action and the enterprise waives all rights to damages multiplied or increased.

28. GOVERNING LAW AND JURISDICTION

The parties hereto agree that this Agreement shall be governed exclusively under and in accordance with the laws of India, with Delhi jurisdiction only. The Parties shall make a good faith effort to resolve all disputes between themselves. All parties agree to initially refer any disputes between the parties arising out of or in connection with this Agreement including any questions regarding its existence, validity or termination to arbitration rules of India. The appointed arbitrator shall hold the proceedings in New Delhi and the rules of India shall apply.

29. ARBITRATION, COSTS AND EXPENSES

In the event that a disagreement or misunderstanding shall arise as to any amounts to be paid or other aspects of this Agreement, the parties shall meet to discuss such issues, but failing a resolution between the parties, the issue shall be resolved in accordance of the Indian Laws under the Arbitration and Conciliation act of 1996. The parties also agree the prevailing party is entitled to recover all costs and expenses including attorney fees, expert witness fees, arbitration costs and other related expenses reasonably incurred in enforcing its rights under this Agreement. Judgment may be entered on the arbitrator for award in any court having legal jurisdiction. The decision of the arbitrator shall be binding on all parties.

30. WAIVER OF JURY TRIAL

To the extent permitted by applicable law, VAAMAA FOREX Services Private Limited and the Empaneled Enterprise hereby irrevocably and unconditionally waive any right to trial by jury in any action, proceeding, claim or counterclaim arising out of or relating to this Empanelment & Global Business Facilitation Agreement, or the performance, interpretation, enforcement, breach, termination or validity thereof.

The Parties agree that any such dispute shall be determined by the competent court, tribunal or other dispute-resolution forum having jurisdiction in accordance with the governing law and dispute-resolution provisions of this Agreement.

This provision shall apply to all claims and proceedings between the Parties arising directly or indirectly out of or in connection with this Agreement, to the fullest extent permitted by applicable law.

31. NON-SOLICITATION & NON-CIRCUMVENTION

The Empaneled Enterprise hereby confirms, represents and declares that its engagement with VAAMAA FOREX Services Private Limited (“VAAMAA FOREX”) is entered into voluntarily and pursuant to the terms of the Empanelment & Global Business Facilitation Agreement.

The Empaneled Enterprise further confirms that it has not been subjected to any unauthorised solicitation, coercion or improper inducement by VAAMAA FOREX, its directors, officers, associates, representatives, consultants or authorised persons in connection with its empanelment.

The Empaneled Enterprise agrees that any business contact, investor, project owner, corporate entity, institution, governmental or non-governmental organisation, strategic partner, intermediary, consultant, professional or other person or entity introduced, referred, identified, connected or made known to the Empaneled Enterprise through VAAMAA FOREX shall be treated as a VAAMAA FOREX-introduced contact for the purposes of this Agreement.

During the term of empanelment and for a period of twelve (12) months following its expiry or termination, the Empaneled Enterprise shall not, directly or indirectly, circumvent, bypass or seek to avoid VAAMAA FOREX in respect of any business opportunity, project, transaction, investment, financing arrangement, strategic partnership, commercial engagement or other opportunity arising from or connected with an introduction or facilitation made by VAAMAA FOREX.

The Empaneled Enterprise shall not use any such introduction, contact, information or opportunity for the purpose of avoiding, reducing or depriving VAAMAA FOREX of any subscription fee, success fee, commission, facilitation fee or other amount contractually payable to VAAMAA FOREX.

Where an opportunity introduced or facilitated by VAAMAA FOREX subsequently results in a transaction, arrangement or commercial relationship between the Empaneled Enterprise and the relevant party, whether directly or indirectly, the applicable fees and commercial obligations payable to VAAMAA FOREX under the Empanelment & Global Business Facilitation Agreement shall remain payable.

This restriction shall not apply where the Empaneled Enterprise can reasonably establish through documentary evidence that the relevant business relationship or contact was already independently established by the Empaneled Enterprise prior to the introduction by VAAMAA FOREX and without reliance upon any information, introduction or facilitation provided by VAAMAA FOREX.

Any breach of this clause shall constitute a material breach of the Empanelment & Global Business Facilitation Agreement and shall entitle VAAMAA FOREX to pursue such contractual and legal remedies as may be available under applicable law, including recovery of unpaid fees, commissions, success fees and other contractual entitlements.

32. FORCE MAJEURE

Neither VAAMAA FOREX nor the Empaneled Enterprise shall be liable for any delay, failure or inability to perform any obligation under the Empanelment & Global Business Facilitation Agreement to the extent that such delay, failure or inability results directly from an event or circumstance beyond the reasonable control of the affected Party (“Force Majeure Event”).

For the purposes of this Agreement, a Force Majeure Event shall include, without limitation:

(a) acts of war, hostilities, rebellion, insurrection, civil unrest or terrorism;

(b) fire, flood, earthquake, cyclone, storm or other natural disaster;

(c) epidemic, pandemic or widespread public-health emergency;

(d) governmental actions, orders, restrictions, prohibitions, sanctions, regulatory interventions or changes in applicable law;

(e) interruption or material disruption of banking, financial, telecommunications, payment, SWIFT or other essential infrastructure or systems;

(f) strikes, lockouts or widespread industrial disturbances beyond the reasonable control of the affected Party; and

(g) any other event or circumstance which could not reasonably have been foreseen, prevented or remedied by the affected Party despite the exercise of reasonable diligence.

A Party affected by a Force Majeure Event shall notify the other Party within a reasonable period after becoming aware of such event and shall use reasonable efforts to mitigate its effects and resume performance of its obligations as soon as reasonably practicable.

A Force Majeure Event shall not, by itself, relieve either Party of any payment obligation that became due and payable prior to the occurrence of such event, unless otherwise agreed in writing or required by applicable law.

VAAMAA FOREX shall not be responsible for any delay, failure, rejection, non-performance or inability of any third party, investor, financial institution, governmental authority, project owner, business partner or other external party to perform its obligations, where such circumstances are beyond the reasonable control of VAAMAA FOREX.

33. NO RIGHTS OF THIRD PARTIES

This Empanelment & Global Business Facilitation Agreement is entered into solely between VAAMAA FOREX Services Private Limited and the Empaneled Enterprise and is intended exclusively for the benefit of the Parties and their respective permitted successors and assigns.

Except as expressly provided in this Agreement, no person or entity who is not a Party to this Agreement shall have any right, interest, claim or entitlement arising from or in connection with this Agreement, whether as a third-party beneficiary or otherwise.

The introduction, referral or involvement of any investor, project owner, business organisation, institution, governmental or non-governmental organisation, consultant, intermediary, strategic partner or other third party in connection with the services provided by VAAMAA FOREX shall not make such third party a party to this Agreement, nor shall such third party acquire any contractual rights against VAAMAA FOREX or the Empaneled Enterprise under this Agreement.

No third party shall be entitled to enforce any provision of this Agreement or claim any benefit, right or remedy under this Agreement unless expressly agreed in writing by both Parties and permitted under applicable law.

34. HEIRS AND ASSIGNS

This Agreement shall be binding on and inure to the benefit of the Parties hereto, their heirs, administrators, companies, attorneys and/or documented permitted assigns.

35. GLOBAL BUSINESS FACILITATION MODEL

The overall process may be summarised as:

Application → Initial Evaluation → Due Diligence → Empanelment Approval → Registration/Onboarding → Global Business Profile → Opportunity Identification → International Introduction → Business Facilitation → Negotiation → Transaction Closure → 1% Success Fee → Annual Renewal

36. CONCLUSION

The VAAMAA FOREX Global Business Facilitation & Empanelment Programme is designed to provide Start-ups, MSMEs and corporate enterprises with a structured platform through which they can gain greater international visibility and explore potential relationships with governmental, non-governmental, institutional and corporate organisations worldwide.

The programme seeks to transform suitable Indian enterprises into globally presentable business propositions and facilitate access to international opportunities, strategic relationships, investments, partnerships, projects, markets and institutional networks.

VAAMAA FOREX shall endeavour to function as the bridge between empaneled enterprises and the global business ecosystem, while the ultimate decision to enter into any transaction shall remain with the respective parties.

All fees stated above are exclusive of applicable GST and other statutory taxes unless specifically stated otherwise.

37. DISCLAIMER

This information is provided in response to your request for Empanelment for our Global Business Facilitation & International Opportunity Programme for VAAMAA FOREX client base only. By reading this you acknowledge that this is a private communication and privileged confidential information.

The information contained herein is provided strictly on a “Best Efforts” basis, at the request of the concerned party and as a courtesy, solely for informational purposes and private use. It is not intended for further dissemination, publication, circulation or distribution to any third party without prior written consent of VAAMAA FOREX.

Nothing contained herein shall be construed as, or constitute, a solicitation, invitation, offer, public offer, offering of securities, solicitation of funds, investment advice, financial advice, guarantee of funding, or commitment to enter into any transaction of any nature whatsoever.

VAAMAA FOREX acts solely in the capacity of a business facilitator and introducer and does not represent or warrant the financial standing, creditworthiness, capability, authority, regulatory status, performance or bona fides of any principal, investor, institution, governmental or non-governmental body, corporate entity or other counter party introduced through its network.

The respective principals/parties shall independently conduct their own legal, commercial, financial, technical, regulatory and other due diligence on each other before entering into any negotiation, agreement, investment, financing arrangement, business relationship or transaction.

Any introduction made by VAAMAA FOREX shall not be construed as an endorsement, recommendation, certification or guarantee of the introduced party or of any proposed transaction.

VAAMAA FOREX shall not be responsible or liable for any representation, commitment, omission, default, loss, damage, dispute or consequence arising from or relating to any transaction or relationship between the introduced parties

All transactions shall be undertaken solely at the independent discretion, risk and responsibility of the respective principals, subject to applicable laws, regulations, approvals and mutually agreed contractual terms.

VAAMAA FOREX merely acts as an introducer and business facilitator and does not act as a principal, lender, borrower, investor, investment adviser, broker, financial institution or guarantor in respect of any transaction unless expressly agreed otherwise in writing and permitted under applicable law.

☐ CONSENT & CONFIRMATION

I/We hereby confirm that I/we have carefully read, understood and accepted the details, terms and conditions of the VAAMAA FOREX Global Business Facilitation & International Empanelment Programme. I/We hereby express my/our interest in proceeding further and wish to continue with the completion and submission of the VAAMAA FOREX Empanelment Application Form.

I/We understand and acknowledge that submission of this application is subject to evaluation, due diligence and approval by VAAMAA FOREX and does not, by itself, constitute confirmation of empanelment or guarantee of any business opportunity, investment, financing, funding, contract, transaction or commercial outcome.

☐ PAYMENT & REFUND ACKNOWLEDGEMENT

I/We further understand and expressly acknowledge that all fees and payments made by me/us to VAAMAA FOREX, including the Initial Evaluation Fee, Registration/Onboarding Fee, Annual Subscription Fee, Add-on Subscription Fee and any other applicable fees, shall be irrevocable and non-refundable, subject always to applicable law and the terms of the definitive Empanelment & Global Business Facilitation Agreement.

I/We acknowledge that such payments are made towards the applicable evaluation, registration, onboarding, subscription and business facilitation services and are not conditional upon the successful completion of any particular business transaction, investment, financing, funding arrangement, contract, government approval or commercial opportunity.

I/We further acknowledge that VAAMAA FOREX acts on a Best Efforts basis as a business facilitator and introducer and does not guarantee or warrant that any introduction, business opportunity, investment, financing, contract or transaction will materialise or be successfully concluded.

To the fullest extent permitted by applicable law, VAAMAA FOREX, its directors, promoters, officers, employees, representatives and associates shall not be liable for any refund of fees duly paid under the programme, except where a refund is expressly required by applicable law or specifically agreed in writing by VAAMAA FOREX.

I/We confirm that I/we have understood the above provisions and voluntarily consent to proceed with the empanelment application.