Terms of Engagement

Complira provides DPDP compliance documentation and advisory support with data-flow mapping, gap analysis, policy drafting, consent-flow specification, vendor documentation, and related compliance monitoring for growth-stage Indian companies.

Complira is not a law firm. Complira does not provide formal legal opinions, represent clients before the Data Protection Board of India or any court or tribunal, or engage in the practice of law. Where an engagement requires a formal legal opinion, regulatory filing, or litigation support, Complira will coordinate with a licensed advocate, and such work will be separately scoped, disclosed, and billed, and falls outside the scope of this Agreement unless expressly agreed in writing.

Deliverables for each engagement are as specifically listed in the Client's signed proposal/statement of work. Any work not explicitly listed is outside scope and subject to a separate change order and fee.

• The Client is solely responsible for the accuracy and completeness of information provided to Complira. Complira's deliverables are based entirely on information supplied by the Client and are not independently verified beyond what is explicitly stated in the deliverable.
• The Client is responsible for implementing any recommendations and for its own ongoing compliance decisions after receiving deliverables.
• The Client acknowledges that Complira's work does not extend to matters, data, vendors, or jurisdictions not disclosed to Complira at the time of the engagement.

Complira provides all services and deliverables "as is" and makes no warranty, express or implied, including no warranty of fitness for a particular purpose, completeness, or that any deliverable will achieve or maintain compliance with the DPDP Act or any other law. Compliance is an ongoing operational responsibility of the Client, not a one-time guaranteed outcome of any engagement.

(a) Liability cap. To the maximum extent permitted by law, Complira's aggregate liability arising out of or in connection with any single engagement whether in contract, tort, negligence, or otherwise shall not exceed the total fees actually paid by the Client for that specific engagement.

(b) Exclusion of indirect and consequential loss. Complira shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including loss of profit, loss of business, loss of data, or regulatory penalties imposed on the Client, even if Complira has been advised of the possibility of such damages.

(c) Carve-out. Nothing in this Agreement excludes or limits liability for fraud, willful misconduct, or gross negligence on Complira's part, or any liability that cannot lawfully be excluded or limited under Indian law.

(d) Time bar. Any claim against Complira must be brought within six (6) months of the date the relevant deliverable was provided, failing which the claim is time-barred as between the parties, to the extent permissible under applicable law.

The Client agrees to indemnify and hold Complira harmless from any third-party claim, loss, or liability arising from: (a) inaccurate, incomplete, or misleading information provided by the Client; (b) the Client's use of a deliverable in a manner inconsistent with its stated scope and exclusions; or (c) the Client's failure to obtain independent legal review where recommended.

Both parties agree to keep confidential any non-public information disclosed during the engagement. Where an engagement requires access to Client data, Complira will require a signed confidentiality arrangement before receiving such data, store documents in access-controlled environments, and delete raw data extracts on completion, except where retention is required for legal or audit purposes. Complira will never process identifiable personal data through public or unsecured AI tools.

• One-time engagements (Gap Snapshot, Readiness Sprint): 50% of fees payable upfront to commence work; remaining 50% payable on delivery of the final report/deliverables.
• Retainer engagements: billed monthly in advance, with a minimum 3-month commitment.
• Any work requested beyond the defined scope of an engagement will be treated as a change order and quoted separately before commencement.
• Fees are exclusive of applicable taxes (GST, where registration applies).

Either party may terminate a one-time engagement prior to commencement with a full refund of any upfront payment, less reasonable costs already incurred. Retainer engagements may be terminated by either party with 30 days' written notice, without penalty beyond fees due for services already rendered.

These Terms are governed by the laws of India. Any disputes arising from an engagement shall first be addressed through good-faith negotiation, and failing resolution, through arbitration seated in Kolkata, West Bengal, in accordance with the Arbitration and Conciliation Act, 1996, conducted in English before a sole arbitrator mutually appointed by the parties. The courts at Kolkata, West Bengal shall have exclusive jurisdiction over any matter not subject to arbitration.

These Terms, together with the applicable signed proposal/statement of work, constitute the entire agreement between the parties for that engagement and supersede any prior discussions, including anything discussed on a scoping call, which is for discussion purposes only and does not itself constitute a binding engagement or advice.

Complira may update these Terms from time to time. Changes will not retroactively apply to an active, signed engagement without the Client's consent.

Name:

Debarshi Roy Choudhury

Email:

support@complira.in

Phone:

+91 82937 10070

Registered address:

Jalpaiguri, West Bengal, India