TERMS AND CONDITIONS OF SERVICE

BONGO BHUMI PROPERTY CONSULTANCY SERVICES (The "Company")

EFFECTIVE DATE: 15/08/2025

1. Acceptance of Terms

1.1. Binding Agreement: These Terms and Conditions (the "Terms") constitute a legally binding agreement between the client (the "Client") and BONGO BHUMI PROPERTY CONSULTANCY SERVICES, a company incorporated in Jurisdiction, India with its principal place of business at  VILLAGE - BEGAMPUR, P.O. - BEGAMPUR, P.S. - CHANDITALA, MULLICK MARKET, PIN - 712306, DISTRICT - HOOGHLY, WEST BENGAL, INDIA.

1.2. Irrevocable Consent: By engaging the Company for any service, including but not limited to Consultancy, Development, Land Arranging, or Real Estate activities (collectively, the "Services"), the Client irrevocably accepts and agrees to be bound by these Terms in their entirety. The Company reserves the right to modify these Terms at any time without prior notice, and the updated Terms will govern all future engagements.

2. Scope of Services and Client Acknowledgment

2.1. Consultancy Only: The Company provides Services on an "as-is" and "where-is" basis. All advice, recommendations, feasibility reports, market analyses, and development plans provided by the Company are based on information supplied by the Client or public sources and represent the Company’s professional opinion only.

2.2. No Warranty: The Company makes NO WARRANTY, EXPRESS OR IMPLIED, regarding the accuracy, completeness, or suitability of the information provided or the success of any transaction, investment, or development project based on the Services.

2.3. Client Due Diligence: The Client acknowledges that they bear sole and ultimate responsibility for conducting all necessary legal, financial, environmental, and technical due diligence on any property, transaction, or venture recommended or arranged by the Company. The Client must independently verify all statutory clearances, land titles, and regulatory requirements.

2.4. Approvals and Financing: The Client is solely responsible for obtaining all statutory approvals, permits, and necessary financing required for any project or transaction. Any timeline provided by the Company is an estimate only and is subject to change based on external factors entirely outside the Company's control.

3. Fees, Payment, and Termination

3.1. Non-Refundable Fees: All retainer fees, consultancy fees, and advanced payments ("Fees") paid to the Company are strictly NON-REFUNDABLE under any circumstances, including but not limited to the Client’s failure to secure financing, withdrawal from a transaction, or termination of Services by either party.

3.2. Invoicing and Late Payments: All invoices are due and payable strictly within seven (7) days of the invoice date. The Company reserves the right to charge interest on all overdue amounts at the rate of  2% per month, compounded monthly, from the due date until full payment is received.

3.3. Unilateral Termination by Company: The Company may terminate the provision of Services immediately, without liability or refund of Fees, upon written notice to the Client if: (a) the Client fails to make timely payment of any invoice; (b) the Client breaches any provision of these Terms; or (c) the Company, in its sole discretion, determines that a continuation of the Services is impractical or undesirable.

4. Limitation of Liability and Indemnification (Crucial Clauses)

4.1. Maximum Liability: The Client agrees that the total cumulative liability of the Company, its directors, employees, and agents, arising out of or in connection with these Terms or the Services, whether in contract, tort, or otherwise, shall be strictly limited to the amount of the Fees actually paid by the Client for the specific Service giving rise to the claim in the immediate preceding three (3) months.

4.2. Exclusion of Damages: IN NO EVENT shall the Company be liable for any indirect, incidental, consequential, special, punitive, or exemplary damages, including, but not limited to, loss of profit, loss of revenue, loss of opportunity, or loss of goodwill, even if the Company has been advised of the possibility of such damages.

4.3. Client Indemnification: The Client shall INDEMNIFY, DEFEND, AND HOLD HARMLESS the Company, its officers, directors, and employees, from and against any and all claims, liabilities, costs, damages, losses, and expenses (including, without limitation, reasonable legal fees) arising out of or related to:

(a) Any action, inaction, or omission by the Client;

(b) Any breach of these Terms by the Client;

(c) Any third-party claims or litigation resulting from the Client's use of the Services or reliance on any information provided;

(d) Any regulatory fines, penalties, or government actions arising from the Client’s failure to secure necessary permits or comply with laws.

5. Confidentiality and Intellectual Property

5.1. Company IP: All reports, documents, methodologies, financial models, contacts, client lists, and internal data developed or utilized by the Company in performing the Services remain the sole and exclusive property of the Company ("Company IP").

5.2. Limited License: The Client is granted a non-exclusive, non-transferable, limited license to use the Company IP solely for the purposes for which the Services were engaged. The Client shall not, without the Company’s express prior written consent, copy, reproduce, distribute, or make the Company IP available to any third party.

6. Governing Law and Dispute Resolution

6.1. Governing Law: These Terms shall be governed by and construed in accordance with the laws of [Specify Jurisdiction, e.g., the Republic of India], without regard to its conflict of law principles.

6.2. Exclusive Jurisdiction: The Client irrevocably agrees that any legal suit, action, or proceeding arising out of or relating to these Terms or the Services shall be brought exclusively in the courts located in Address: VILLAGE - BEGAMPUR, P.O. - BEGAMPUR, P.S. - CHANDITALA, MULLICK MARKET, PIN - 712306, DISTRICT - HOOGHLY, WEST BENGAL, INDIA and the Client hereby consents to the personal jurisdiction of such courts. The Client waives any and all objections to the exercise of jurisdiction over the Client by such courts and to venue in such courts.

7. Miscellaneous Provisions

7.1. Entire Agreement: These Terms, together with any written service agreement executed by the parties, constitute the entire agreement between the Client and the Company and supersede all prior or contemporaneous understandings and agreements.

7.2. Severability: If any provision of these Terms is found by a court of competent jurisdiction to be invalid, illegal, or unenforceable, that provision shall be severed from the agreement, and the remaining provisions shall continue in full force and effect.

7.3. Force Majeure: The Company shall not be liable for any failure or delay in performance due to causes beyond its reasonable control, including but not limited to acts of God, war, acts of terrorism, governmental restrictions, civil commotion, labour disputes, or natural disaster.

7.4. No Assignment: The Client may not assign or transfer its rights or obligations under these Terms without the prior written consent of the Company, which may be withheld in the Company's sole and absolute discretion.