Terms & Conditions

These Terms & Conditions ("Terms") govern all professional services rendered by The Valuation Desk and your use of www.thevaluationdesk.com. Please read them carefully before engaging our services.

1. Definitions

In these Terms, the following expressions shall have the meanings ascribed to them below, unless the context otherwise requires:

Term	Meaning
"TVD" / "we" / "us"	The Valuation Desk, an Indian professional valuation practice, IBBI Registered Valuer (Securities & Financial Assets), with its head office at Hyderabad, Telangana, India.
"Client" / "you"	The individual, company, limited liability partnership, trust, or other legal entity that engages TVD for professional services, as identified in the Engagement Letter.
"Engagement Letter"	The written letter, proposal, or scope-of-work document issued by TVD setting out the specific services, fees, timelines, and deliverables agreed for a particular mandate.
"Report"	Any valuation report, certificate, opinion letter, fairness opinion, or other written deliverable prepared and issued by TVD pursuant to an Engagement Letter.
"Valuation Date"	The specific date as of which the value of the subject asset, security, or business is determined, as stated in the Engagement Letter and the Report.
"Confidential Information"	All non-public financial, commercial, technical, legal, or personal data and information disclosed by either party to the other in connection with an engagement, whether disclosed orally, in writing, or in any other form, and whether or not marked as confidential.
"Fees"	The professional fees payable by the Client to TVD for services rendered, as specified in the Engagement Letter, exclusive of applicable taxes.
"GST"	Goods and Services Tax as levied under the Goods and Services Tax Act, 2017, currently at the rate of 18% on professional services.
"IBBI"	The Insolvency and Bankruptcy Board of India, the regulatory authority overseeing registered valuers in India.
"SEBI"	The Securities and Exchange Board of India.
"ICAI"	The Institute of Chartered Accountants of India.
"Force Majeure Event"	Any event beyond the reasonable control of a party, including acts of God, war, pandemic, governmental action, natural disaster, extended power failure, or failure of internet or telecommunications infrastructure.
"Intellectual Property"	All copyrights, trademarks, patents, trade secrets, database rights, methodologies, formats, templates, and other proprietary rights in any Report, document, or work product created by TVD.

2. Scope of Services & Engagement Process

TVD provides independent professional valuation services in India, including but not limited to:

• Business valuation for mergers, acquisitions, and corporate restructuring;
• ESOP (Employee Stock Ownership Plan) valuations under the Companies Act, 2013 and SEBI regulations;
• Valuations for insolvency and liquidation proceedings under the Insolvency and Bankruptcy Code, 2016;
• Startup and venture capital funding valuations;
• Valuations for cross-border transactions under the Foreign Exchange Management Act, 1999 (FEMA) and RBI regulations;
• Tax-driven valuations under Sections 56(2)(x) and 50CA of the Income Tax Act, 1961;
• Intellectual property and intangible asset valuations;
• Litigation support, expert witness services, and dispute resolution assistance; and
• Such other valuation and financial advisory services as may be agreed in an Engagement Letter.

2.1 Engagement Process

All engagements are formally initiated through a written Engagement Letter signed by both parties (or confirmed in writing by the Client). The Engagement Letter specifies the scope of work, the purpose of the valuation, the Valuation Date, fees, payment terms, timeline, and any special conditions. These Terms are incorporated by reference into every Engagement Letter.

2.2 Non-Binding Consultations

Initial consultations (including the complimentary 15–30 minute introductory call offered on our website) are provided for information purposes only and do not constitute professional advice. No engagement comes into existence unless and until an Engagement Letter is executed or confirmed in writing and the advance fee is received.

2.3 Registered Valuer Compliance

TVD performs all valuations in accordance with the valuation standards, code of conduct, and professional responsibilities prescribed under the IBBI (Valuation of Assets) Rules, 2017 and the Insolvency and Bankruptcy Code, 2016. Where a valuation is required for SEBI-regulated purposes, services are provided in coordination with a SEBI Category-I Merchant Banker in accordance with the SEBI (Merchant Bankers) Regulations, 1992.

3. Nature of Valuation Reports

3.1 Professional Opinion

All Reports issued by TVD express a professional opinion of value formed after applying accepted valuation methodologies and exercising independent professional judgement. Valuation is an inherently judgement-based exercise and different qualified valuers may reach different conclusions using the same information. The conclusion of value stated in a Report is not, and shall not be construed as, a guarantee of value, a representation of intrinsic or market worth, or an assurance of any particular outcome in any transaction, litigation, regulatory proceeding, or tax assessment.

3.2 Stated Purpose Only

Each Report is prepared for the specific purpose stated in the Engagement Letter (e.g., FEMA compliance, Section 56 income tax filing, IBC proceedings, ESOP grant price, M&A transaction support). The Report may not be used for any other purpose without TVD's prior written consent. Use of a Report for a purpose other than that stated in the Engagement Letter — or reliance upon it by any party other than the Client — is at the sole risk of the person so relying, and TVD accepts no liability therefor.

3.3 Point-in-Time Opinion

A Report reflects the value of the subject asset or business as of the Valuation Date only. Subsequent events, changes in market conditions, business performance, regulatory environment, or any other factor arising after the Valuation Date are not reflected in the Report and may materially alter value. TVD is under no obligation to update a Report unless expressly agreed in writing.

3.4 Reliance on Client-Provided Information

The conclusions in a Report are based substantially on information furnished by the Client. TVD does not conduct an audit, due diligence, or independent verification of financial information provided unless expressly agreed in the Engagement Letter. The quality and accuracy of the Report is directly dependent on the completeness and accuracy of the information provided. Any material inaccuracy, omission, or misrepresentation in the information provided by the Client may vitiate the conclusions of the Report.

4. Client Obligations

4.1 Accuracy of Information

The Client warrants, represents, and undertakes that all information, data, documents, projections, and representations furnished to TVD in connection with any engagement are true, complete, accurate, and not misleading in any material respect. The Client acknowledges that TVD will rely on such information without independent verification (unless otherwise agreed) in preparing its Report.

4.2 Timely Provision of Information

The Client shall provide all information, documents, and clarifications requested by TVD in a timely manner. Delays caused by the Client's failure to provide necessary information will result in a corresponding extension of the agreed delivery timeline, and TVD shall not be liable for such delays. Significant delays (exceeding 30 days after the initial information request) may result in cancellation of the engagement with forfeiture of the advance fee.

4.3 Authorised Representative

Where the Client is a company, LLP, or other entity, the person executing the Engagement Letter represents and warrants that they are duly authorised to bind the Client to these Terms and the Engagement Letter.

4.4 Consequences of Misrepresentation

In the event that the Client provides false, misleading, or incomplete information and such information materially affects the conclusions in a Report, TVD reserves the right to: (a) withdraw and void the Report upon discovery; (b) retain all fees paid; and (c) take such legal action as may be appropriate under the Indian Contract Act, 1872, the Prevention of Money-Laundering Act, 2002, or any other applicable law. The Client shall indemnify TVD against all losses, claims, and liabilities arising from reliance on inaccurate information (see Section 12).

4.5 Compliance with Applicable Laws

The Client is solely responsible for ensuring that the engagement of TVD and the use of any Report complies with all applicable laws, regulations, and filing requirements. TVD is not responsible for advising the Client on the legal requirements applicable to the Client's specific transaction, filing, or regulatory obligation unless such advisory is expressly included in the Engagement Letter.

5. Fees, Payment & Invoicing

5.1 Fee Structure

Fees for each engagement are specified in the Engagement Letter. All fees are quoted in Indian Rupees (INR) and are exclusive of GST. TVD's standard fee structure may be fixed-fee, time-and-materials, or a combination thereof, as set out in the Engagement Letter.

5.2 Advance Payment

TVD requires payment of an advance (typically 50% of the total agreed fee) prior to commencement of work. No work will be commenced and no data will be reviewed until the advance is received. The balance of the fee is payable upon delivery of the draft Report or at such time as stated in the Engagement Letter.

5.3 GST

All fees are subject to GST at the rate of 18% (or such other rate as may be applicable from time to time). The Client is responsible for paying all applicable taxes over and above the stated fee. GST invoices will be issued in the name of the Client entity as provided in the Engagement Letter.

5.4 Payment Terms

All invoices are payable within 7 (seven) calendar days of the invoice date unless otherwise stated in the Engagement Letter. Overdue amounts will attract interest at the rate of 18% per annum (1.5% per month) from the due date until the date of actual payment.

5.5 No Refund After Commencement

Once TVD has commenced work on an engagement (including review of documents, data analysis, or preparation of any part of the Report), the advance fee is non-refundable, regardless of whether the engagement is subsequently cancelled or terminated by the Client. If the engagement is cancelled by TVD for reasons not attributable to the Client, a proportionate refund of the advance (reflecting work not yet commenced) will be considered at TVD's discretion.

5.6 Additional Work

Any work outside the scope defined in the Engagement Letter — including additional data requests, revised assumptions, significant changes to the scope of the valuation, or preparation of revised Reports — will be treated as a variation and may be subject to additional fees, to be agreed in writing before such additional work is undertaken.

6. Deliverables & Timeline

6.1 Standard Delivery

The standard delivery timeline for a valuation Report is 5 to 7 business days from the date of receipt of all required information and documents and confirmation of advance payment. This timeline applies to standard engagements of normal complexity.

6.2 Expedited Delivery

An expedited delivery service is available for urgent mandates, with a target turnaround of 48 hours from receipt of complete information and advance payment. Expedited engagements are subject to an additional expedite fee as specified in the Engagement Letter. Expedited delivery is subject to TVD's capacity and schedule at the time of the request and cannot be guaranteed in all cases.

6.3 Draft and Final Report

TVD will issue a draft Report for Client review and factual verification. The Client shall revert with factual corrections (not changes to professional judgement or conclusions) within 3 business days of receipt of the draft. The final Report will be issued after incorporating any agreed factual corrections. TVD's professional conclusions, methodology choices, and value opinions are not subject to amendment based on Client preference.

6.4 Form of Delivery

Reports are delivered in PDF format by email unless otherwise agreed. Physical signed copies can be provided at additional cost and with additional lead time. Where a regulatory authority requires a physical signed and stamped Report, the Client must request this at the time of engagement.

6.5 Timeline Assumptions

All timelines are conditional upon: (a) the Client providing complete, accurate, and organised information promptly; (b) no material change in scope arising after commencement; (c) no extraordinary regulatory, compliance, or technical requirements not contemplated at the time of the Engagement Letter; and (d) there being no Force Majeure Event.

7. Intellectual Property

7.1 Ownership of Reports

The copyright and all other intellectual property rights in every Report, working paper, model, template, database, and methodology document created by TVD in the course of an engagement vest exclusively in TVD and shall remain the property of TVD at all times, notwithstanding the payment of fees by the Client.

7.2 Licence to Client

Upon full payment of all fees and taxes due, TVD grants the Client a non-exclusive, non-transferable, royalty-free licence to use the final Report solely for the stated purpose set out in the Engagement Letter. This licence does not permit the Client to copy, distribute, republish, sublicense, or use the Report for any purpose other than the stated purpose without TVD's prior written consent.

7.3 Prohibited Uses

The Client shall not: (a) modify, adapt, or create derivative works from the Report; (b) use the TVD name, brand, or logo in any marketing, promotional, or public material without TVD's prior written consent; (c) represent to any third party that TVD endorses any transaction, product, or position beyond the specific opinion expressed in the Report; or (d) circulate the Report to third parties other than as required for the stated purpose.

7.4 TVD's Right to Reference

TVD may, subject to confidentiality obligations, reference the existence (though not the contents) of an engagement for the purpose of describing its experience and capabilities in marketing materials and proposals, unless the Client expressly objects in writing at the time of the engagement.

8. Confidentiality

8.1 Mutual Confidentiality

Both TVD and the Client agree to hold each other's Confidential Information in strict confidence and not to disclose it to any third party without the prior written consent of the disclosing party, except as expressly permitted under these Terms.

8.2 NDA

TVD executes a Non-Disclosure Agreement (NDA) with each Client prior to commencement of work. The NDA is incorporated into and forms part of the engagement documentation. The NDA's confidentiality obligations survive the termination or completion of the engagement for a period of 5 (five) years, or such longer period as may be required by applicable law or professional standards.

8.3 Permitted Disclosures

Confidentiality obligations do not apply to information that: (a) is already in the public domain through no breach by either party; (b) was known to the receiving party prior to disclosure; (c) is received from a third party without restriction; (d) is independently developed by the receiving party without use of Confidential Information; or (e) is required to be disclosed by applicable law, regulation, judicial order, or direction of a regulatory authority (in which case the disclosing party shall, to the extent lawfully permitted, give prior notice to the other party).

8.4 Regulatory Carve-Out

TVD may disclose Client information to the IBBI, SEBI, ICAI, the Income Tax Department, or any other regulatory or judicial authority to the extent required to comply with its statutory or professional obligations, or in response to a lawful demand. TVD shall notify the Client of any such disclosure to the extent permitted by law.

9. Limitation of Liability

9.1 Exclusion of Consequential Losses

In no event shall TVD be liable for any indirect, incidental, special, consequential, or punitive damages, including loss of profits, loss of business opportunity, loss of goodwill, loss of anticipated savings, loss of data, or any other economic loss, even if TVD has been advised of the possibility of such damages. This exclusion applies regardless of the form of action and the legal theory upon which the claim is based.

9.2 Regulatory Decisions Not Guaranteed

TVD's Reports are prepared to comply with applicable regulatory standards and accepted valuation methodologies. However, TVD does not warrant or guarantee that any regulatory authority (including the IBBI, SEBI, Income Tax Department, NCLT, ITAT, RBI, or any other body) will accept, approve, or act in conformity with the conclusions of any Report. The acceptance and use of a Report by a regulatory authority is outside TVD's control and TVD shall not be liable for any rejection, query, revision, or adverse decision by any such authority.

9.3 Reliance by Third Parties

Reports are prepared for the sole use of the Client for the stated purpose. TVD accepts no liability to any third party (including counterparties to a transaction, lenders, investors, regulators, or any other person) who relies on a Report without TVD's express written consent. Any third party who so relies does so entirely at their own risk.

9.4 Survival

The limitations of liability in this Section 9 shall survive the termination or completion of any engagement.

10. Disclaimer of Warranties

Without limiting the above:

• TVD disclaims any warranty that its Reports are free from error, that the methodologies applied are the only appropriate methodologies, or that a different valuer would reach the same conclusion;
• TVD does not warrant that financial projections provided by the Client and used in a Report will be achieved;
• TVD does not warrant that any transaction will be completed, or that any regulatory filing will be accepted, on the basis of a Report;
• TVD's website and any information published thereon is provided for general informational purposes only and does not constitute professional advice or an offer to provide services.

11. Regulatory Compliance

11.1 TVD's Compliance

TVD conducts all valuations in compliance with the valuation standards prescribed under the IBBI (Valuation of Assets) Rules, 2017 and the Code of Conduct for Insolvency Professionals and Registered Valuers. Where engagements involve SEBI-regulated transactions, TVD coordinates with its collaborating SEBI Category-I Merchant Banker and ensures compliance with the SEBI (Merchant Bankers) Regulations, 1992 and relevant SEBI circulars. Valuations for Companies Act purposes (including Section 62, 192, 230–232, and related provisions) are conducted in accordance with the Companies Act, 2013 and applicable rules.

11.2 Client's Filing Responsibility

The Client is solely responsible for the timely submission, filing, and registration of any Report with the relevant regulatory authority, court, tribunal, or government body. TVD will deliver the Report in the agreed form and within the agreed timeline, but the Client bears all responsibility for meeting statutory filing deadlines and for the accuracy of any regulatory filing made by it. TVD shall not be liable for penalties, interest, or adverse consequences arising from the Client's failure to file or submit a Report on time.

11.3 Know Your Client (KYC)

As part of our obligations under applicable anti-money laundering regulations and professional standards, TVD may require the Client to provide KYC documentation (including identity proof, address proof, and corporate authorisation documents) before commencing an engagement. Failure to provide required KYC documents may result in TVD declining to accept the engagement.

12. Indemnification

The Client shall indemnify, defend, and hold harmless TVD and its principals, employees, consultants, and agents from and against any and all claims, demands, proceedings, losses, liabilities, damages, costs, and expenses (including reasonable legal fees) arising out of or in connection with:

• (a) any inaccuracy, incompleteness, or misrepresentation in the information, data, or documents provided by the Client to TVD;
• (b) the Client's use of any Report for a purpose other than the stated purpose in the Engagement Letter;
• (c) any breach by the Client of these Terms or the Engagement Letter;
• (d) any claim by a third party arising from the Client sharing, distributing, or presenting a Report to such third party without TVD's written consent; or
• (e) the Client's non-compliance with applicable laws, regulatory requirements, or filing obligations.

This indemnification obligation shall survive the termination or completion of any engagement.

13. Force Majeure

Neither party shall be liable for any delay or failure to perform its obligations under these Terms or any Engagement Letter to the extent that such delay or failure is caused by a Force Majeure Event. The affected party shall: (a) promptly notify the other party upon becoming aware of the Force Majeure Event; (b) take all reasonable steps to mitigate the effect of the Force Majeure Event; and (c) resume performance as soon as reasonably practicable after the cessation of the Force Majeure Event.

If a Force Majeure Event continues for more than 30 (thirty) consecutive days, either party may terminate the affected engagement by written notice, in which case fees will be apportioned to reflect work completed to that date. Advance fees paid for work not commenced will be refunded.

14. Termination

14.1 Termination by Client

The Client may terminate an engagement at any time by written notice to TVD. Upon termination: (a) fees for all work completed up to the date of termination are payable in full; (b) the advance fee is non-refundable if work has commenced; and (c) TVD is under no obligation to deliver an incomplete Report.

14.2 Termination by TVD

TVD may terminate an engagement immediately upon written notice to the Client in the following circumstances: (a) the Client fails to pay any fees when due and does not remedy the failure within 7 days of written notice; (b) the Client provides materially false or misleading information; (c) TVD determines, in its professional judgement, that continuing the engagement would require TVD to act in breach of applicable law, professional standards, or its code of conduct; (d) a conflict of interest arises that cannot be resolved; or (e) the engagement is abandoned due to the Client's failure to respond or provide information for more than 30 days.

14.3 Effect of Termination

Termination of an engagement does not affect any rights or obligations accrued prior to termination. Sections 7 (Intellectual Property), 8 (Confidentiality), 9 (Limitation of Liability), 10 (Disclaimers), 12 (Indemnification), 15 (Governing Law), and 16 (Dispute Resolution) survive the termination of any engagement.

15. Governing Law & Jurisdiction

These Terms and every Engagement Letter shall be governed by and construed in accordance with the laws of India, including but not limited to the Indian Contract Act, 1872, the Specific Relief Act, 1963, the Limitation Act, 1963, and all applicable statutes, regulations, and judicial precedents of the Republic of India.

Subject to the dispute resolution provisions in Section 16, the parties submit to the exclusive jurisdiction of the courts at Hyderabad, Telangana, India for the determination of any dispute, claim, or matter arising under or in connection with these Terms or any Engagement Letter that is not resolved by arbitration.

16. Dispute Resolution

16.1 Step 1: Good Faith Negotiation

In the event of any dispute, controversy, or claim arising out of or relating to these Terms, any Engagement Letter, or any Report (including any question regarding its existence, validity, breach, or termination), the parties shall first attempt to resolve the matter through good faith negotiation. Either party may initiate this process by giving written notice to the other describing the dispute in reasonable detail. The parties shall meet (in person or by video call) within 14 days of such notice and shall negotiate in good faith for a period of 30 (thirty) days from the date of the notice (the "Negotiation Period"), or such longer period as may be mutually agreed.

16.2 Step 2: Arbitration

If the dispute is not resolved within the Negotiation Period, it shall be finally settled by binding arbitration in accordance with the Arbitration and Conciliation Act, 1996 (including any statutory amendments thereto), subject to the following terms:

• Seat and Venue: The seat and venue of arbitration shall be Hyderabad, Telangana, India.
• Number of Arbitrators: A single arbitrator, to be mutually agreed upon by the parties within 14 days of a request for arbitration. If the parties fail to agree on the appointment of the arbitrator within that period, the arbitrator shall be appointed by the competent court in accordance with the Arbitration and Conciliation Act, 1996.
• Language: The arbitration proceedings shall be conducted in the English language.
• Award: The arbitral award shall be final and binding on both parties and shall be enforceable in any court of competent jurisdiction. The arbitrator shall have the power to award costs and legal fees.
• Confidentiality: The arbitration proceedings, all submissions, evidence, and the award shall be kept strictly confidential by both parties.
• Limitation: Any claim or dispute must be raised within 3 (three) years of the date on which the cause of action first arose, failing which the claim shall be time-barred in accordance with the Limitation Act, 1963.

16.3 Urgent Interim Relief

Nothing in this Section 16 prevents either party from seeking urgent interim or injunctive relief from a competent court where necessary to prevent irreparable harm, pending the resolution of the dispute through negotiation or arbitration.

17. Severability & Waiver

17.1 Severability

If any provision of these Terms is found by a court of competent jurisdiction or an arbitral tribunal to be invalid, illegal, or unenforceable, that provision shall be deemed modified to the minimum extent necessary to make it valid, legal, and enforceable. If such modification is not possible, the relevant provision shall be deemed deleted. The validity, legality, and enforceability of the remaining provisions shall not be affected.

17.2 No Waiver

No failure or delay by either party in exercising any right, power, or remedy under these Terms shall operate as a waiver of that right, power, or remedy. A waiver of any breach shall not be construed as a waiver of any subsequent breach of the same or any other provision. Any waiver must be in writing and signed by the party granting it.

18. Entire Agreement

These Terms, together with the applicable Engagement Letter and any NDA executed between the parties, constitute the entire agreement between TVD and the Client with respect to the subject matter hereof and supersede all prior negotiations, representations, warranties, understandings, and agreements, whether oral or written, relating to such subject matter.

No amendment to these Terms shall be effective unless made in writing and signed by authorised representatives of both parties. In the case of website visitors who have not entered into a specific Engagement Letter, these Terms govern the use of the website and any preliminary discussions with TVD.

19. Contact & Amendments

The Valuation Desk reserves the right to update or amend these Terms at any time. Updated Terms will be posted on this page with a revised "Last Updated" date. Continued engagement of TVD's services after the posting of any amendment constitutes acceptance of the amended Terms.

For any questions, queries, or concerns regarding these Terms or any Engagement Letter, please contact us at:

• Email: hello@thevaluationdesk.com
• Phone / WhatsApp: +91 90007 86310
• Website: www.thevaluationdesk.com/contact.html
• Head Office: The Valuation Desk, Hyderabad, Telangana, India