Effective: April 2026 · Version 1.1 · Supersedes all prior versions · Commercial engagements
Amendment notice: For existing clients and active VextIntel subscribers, material changes take effect 30 days after written notice by email. For new visitors and new engagements, changes take effect on the effective date shown above. Material change means any change that reduces client rights, expands the Firm's liability protections, or alters payment or termination terms.
These Terms of Service ("Terms") govern all commercial engagements and website use between Vext Audit Capital, a division of SkyDasher Tech LLP ("the Firm", "we", "us"), and any client or website visitor ("you", "Client"). By accessing vextaudit.com or executing an engagement letter, you agree to these Terms. Where a formal engagement letter or SOW is executed, those documents prevail over these Terms in the event of conflict.
Vext Audit Capital provides: GST Audit and Compliance; DPDP Readiness Assessment; Financial Operations Audit; IT and Cybersecurity Audit; Export Compliance Review; and VextIntel Monthly Retainer. Specific scope, deliverables, timelines, and fees are documented in the engagement letter or SOW signed by both parties before commencement.
The Client agrees to:
The Firm shall not be liable for any delay, error, or failure caused by the Client's failure to meet these obligations. Where such failure causes the Firm to miss an agreed delivery date, the delivery timeline shall be extended by the number of Business Days of the Client's delay, and the Firm shall not be in breach.
All fees are fixed and agreed in advance. The Total Agreed Fee is payable in full before work commences. Payment is processed securely via Razorpay at the time of engagement. No work will commence until full payment is received and confirmed. VextIntel retainer fees are payable monthly in advance on the 1st of each month.
All fees are exclusive of GST at the applicable rate. GST is charged on all invoices to Indian entities. International clients outside India are invoiced exclusive of Indian GST where the transaction qualifies as an export of service. Clients are responsible for any taxes, duties, or withholding obligations applicable in their own jurisdiction.
Invoices are payable within 14 days of the invoice date. Invoices unpaid beyond 14 days attract interest at 18% per annum calculated daily on the outstanding amount. The Firm reserves the right to suspend work on any Engagement where payment is overdue by more than 7 days, without this constituting a breach by the Firm.
The Firm is registered under the Micro, Small and Medium Enterprises Development (MSMED) Act 2006. In accordance with Section 18 of the MSMED Act 2006, any dispute relating to payment due to the Firm as a supplier shall, before being referred to arbitration, be referred to the MSME Facilitation Council having jurisdiction. This statutory requirement applies to payment disputes only and is not waived by any other provision of these Terms or any engagement letter.
All methodologies, templates, proprietary tools, and working papers remain the exclusive intellectual property of the Firm. Upon receipt of the full Total Agreed Fee for an Engagement, ownership of the specific final Deliverable transfers to the Client for internal business use only. The Client may not resell, sublicense, publish, or disclose any Deliverable to a third party without prior written consent of the Firm.
Both parties agree to maintain strict confidentiality of all Confidential Information. Neither party shall disclose Confidential Information to any third party without prior written consent, except as required by law, court order, ICAI standards, or peer review. This obligation survives termination of any Engagement and these Terms for 5 years.
The Firm maintains professional independence in all audit and assurance engagements in accordance with the ICAI Code of Ethics. Any actual or perceived conflict of interest will be disclosed prior to accepting an Engagement. The Client agrees to disclose any information that may affect the Firm's independence. If a conflict is identified after commencement, the Firm may terminate the Engagement with written notice and the Client shall pay for work completed to that date.
The Firm warrants that services will be performed with the skill and care expected of a competent professional in the relevant field at the time of the engagement, assessed against ICAI standards and applicable regulatory guidelines in force at the date of delivery, and not against a specialist expert standard or a standard higher than that prevailing in the market at the time.
The Client warrants that all information, documents, and representations provided to the Firm are accurate, complete, and not misleading. The Firm's advice and deliverables are based entirely on the information provided. The Firm accepts no liability for consequences arising from inaccurate, incomplete, or withheld information.
The Firm's total aggregate liability arising from or in connection with any Engagement, whether in contract, tort, negligence, statute, or otherwise, shall not exceed the Total Agreed Fee for that specific Engagement, being the full fee agreed in the engagement letter or SOW regardless of the amount paid at the time of any claim.
The Firm is not liable for:
Nothing in these Terms limits liability for fraud, wilful misconduct, or death or personal injury caused by the Firm's negligence.
The Client shall indemnify and hold harmless the Firm from any claims, losses, damages, penalties, or expenses (including reasonable legal fees) arising from: (a) the Client's breach of these Terms or an engagement letter; (b) inaccurate or misleading information provided by the Client; (c) the Client's use of a Deliverable outside the agreed scope or contrary to the Firm's written recommendations; or (d) the Client's failure to act on findings within a reasonable time where that failure results in increased regulatory exposure.
Either party may terminate an Engagement by giving 14 days written notice. The Client shall pay for all work completed and expenses incurred to the termination date, calculated on a pro-rata basis against the Total Agreed Fee. The Firm shall provide a written work-completion statement within 5 Business Days of termination, and any refund of amounts paid in excess of work completed shall be processed within 7 Business Days of that statement. The Firm may terminate immediately without notice for: material breach not remedied within 7 days of notice; non-payment of a valid invoice; the Client's insolvency; or any instruction requiring the Firm to act contrary to professional ethics or applicable law.
Neither party is liable for delay or failure caused by circumstances beyond its reasonable control including acts of God, natural disaster, pandemic, government action, or network infrastructure failure. The affected party shall notify the other within 48 hours and shall take all reasonable steps to mitigate the impact. If a force majeure event continues for more than 30 consecutive days, either party may terminate the Engagement with immediate effect by written notice, and the Client shall pay for all work completed to that date.
These Terms together with any engagement letter or SOW constitute the entire agreement between the parties and supersede all prior discussions and agreements. No amendment is valid unless made in writing and signed by both parties.
If any provision is found invalid or unenforceable, it shall be modified to the minimum extent necessary. Remaining provisions continue in full force.
These Terms are governed by the laws of India. International clients acknowledge that the Firm is incorporated and operates from India, and agree that Indian law governs this relationship. The parties shall attempt to resolve disputes by good-faith negotiation within 30 days of written notice. Payment disputes where the Firm is the supplier shall first be referred to the MSME Facilitation Council as required by Section 18 of the MSMED Act 2006 before any other proceeding. All other unresolved disputes shall be referred to arbitration under the Arbitration and Conciliation Act 1996, with a single arbitrator agreed by both parties, seated in Coimbatore, Tamil Nadu, conducted in English. Pending arbitration, the courts of Coimbatore, Tamil Nadu shall have exclusive jurisdiction for interim relief.
For new visitors and new engagements: changes take effect on the effective date shown. For existing clients and active VextIntel subscribers: material changes take effect 30 days after written email notice.
Vext Audit Capital · A division of SkyDasher Tech LLP
Email: support@vextaudit.com · Website: vextaudit.com