Terms of Service & Agreement

These Master Terms of Service ("Agreement", "Terms") constitute a legally binding contractual agreement between Overseas Bridge (including its subsidiaries, affiliates, operational entities, and authorized regional representatives, collectively referred to as "Overseas Bridge", "we", "us", or "our") and any enterprise, corporation, investor, client representative, or individual user ("Client", "you", or "your") accessing our website (https://overseasbridge.in), engaging our business advisory solutions, executing Statement of Work (SOW) agreements, or commissioning Global Capability Center (GCC) establishment services.

By visiting our portal, submitting an operational enquiry, requesting a South India feasibility roadmap, or executing a formal Master Services Agreement (MSA), you represent and warrant that:

• You possess the requisite legal capacity, corporate authorization, and statutory authority to bind your enterprise to these Terms.
• You agree to comply fully with all applicable international laws, Reserve Bank of India (RBI) Foreign Exchange Management Act (FEMA) guidelines, and Indian corporate statutory provisions.
• In the event of any specific conflict between these general online Terms and an executed bilateral Master Services Agreement (MSA) or Statement of Work (SOW), the provisions of the executed bilateral MSA/SOW shall take precedence to the extent of such conflict.

Overseas Bridge provides high-impact market entry, operational incubation, and workforce deployment services across South India. The scope of services offered includes, but is not limited to:

Each bespoke engagement is governed by an associated Statement of Work (SOW) outlining precise timelines, deliverables, resource allocations, and financial terms.

Where Overseas Bridge is engaged to facilitate statutory incorporation, regulatory licensing, or bank account setup on behalf of the Client:

• Client Provision of Documents: Client covenants to provide accurate, apostilled, notarized, and legally compliant Know-Your-Customer (KYC) documents, Director Identification Number (DIN) applications, Board Resolutions, and parent entity certifications in a timely manner.
• Government Processing Timelines: While Overseas Bridge applies industry-leading rigor and expedited processing protocols, Client acknowledges that approvals from statutory bodies (including MCA, Registrar of Companies [ROC], Reserve Bank of India [RBI], and GST authorities) are subject to governmental review workflows. Overseas Bridge cannot be held liable for sovereign delays outside its direct operational control.
• Limited Power of Attorney (PoA): Any PoA executed in favor of Overseas Bridge or its designated legal counsel shall be strictly limited to the specific incorporation, tax registration, and statutory representation mandates defined within the agreed SOW.

Overseas Bridge assists Clients in procuring, leasing, and custom-fitting enterprise-grade commercial properties, SEZ units, co-working spaces, and dedicated production facilities across South Indian hubs (Bengaluru, Chennai, Hyderabad, Coimbatore, and Kerala).

• Lease Agreements & Commitments: Commercial real estate leases may be executed directly between the Client's Indian entity and property landlords, or under a managed-facility umbrella structured by Overseas Bridge as detailed in the applicable SOW.
• Information Security & Network Architecture: All hardware, dedicated leased lines, biometric access systems, and zero-trust firewall configurations deployed within the Client's GCC are configured strictly in compliance with ISO/IEC 27001, SOC2, and Client-prescribed cybersecurity baselines.
• Utility Continuity & Disaster Recovery: Overseas Bridge ensures N+1 redundancy for power, dual ISP fiber drops, and hardware uptime within managed facility environments.

Overseas Bridge operates comprehensive workforce models enabling international clients to scale specialized engineering, operations, studio production, and BPO teams in India:

Non-Solicitation & Placement Ethics: Both parties agree to conduct talent sourcing with absolute integrity. Detailed candidate replacement guarantees (e.g., 90-day replacement policy for direct placements) are governed by the specific talent engagement schedule.

Unless alternative payment schedules are explicitly delineated in an executed Statement of Work, the following commercial principles apply:

• Milestone-Based Retainers: Entity incorporation, feasibility studies, and facility buildouts are invoiced based on verifiable completion milestones.
• Payment Terms: All invoices issued by Overseas Bridge are payable within 15 business days of invoice date in the designated contract currency (USD, EUR, GBP, or INR).
• Pass-Through Regulatory Fees: Statutory government filing fees, stamp duties, MCA challan costs, and commercial landlord security deposits are pass-through expenses billed at exact actual cost with complete verifiable vouchers.
• Taxes & Withholding: Invoices are subject to applicable Goods and Services Tax (GST) under Indian tax laws. Client is responsible for providing valid foreign remittance declarations or withholding certificates where applicable.

We adhere to strict international intellectual property protection standards. Our IP covenant is absolute:

Overseas Bridge Background IP: Overseas Bridge retains proprietary ownership of its pre-existing advisory frameworks, market intelligence methodologies, proprietary vendor evaluation matrices, and recruitment databases ("Background IP"). Overseas Bridge grants Client a non-exclusive, royalty-free, perpetual license to use any Background IP embedded within final deliverables for internal business operations.

During the term of our engagement and for a period of five (5) years thereafter (or indefinitely with respect to trade secrets and source code), both parties covenant to maintain strict confidentiality:

• Scope of Confidential Information: Encompasses all business plans, financial models, candidate databases, technical specifications, strategic roadmaps, vendor contracts, and client operational data.
• Standard of Care: Each party shall protect the other party's Confidential Information with at least the same degree of care it uses for its own confidential assets of like nature, but no less than reasonable enterprise care.
• Personnel Obligations: All employees, consultants, and contractors deployed by Overseas Bridge for Client operations are bound by comprehensive, written, bilateral Non-Disclosure and IP Assignment agreements.

Professional Standard of Service: Overseas Bridge warrants that all advisory, recruitment, and facility deployment services will be rendered with high professional competence, diligence, and integrity by qualified specialists in accordance with recognized industry standards.

Regulatory & Legal Advisory Boundaries: While Overseas Bridge collaborates with certified Chartered Accountants, Company Secretaries, and Legal Advocates, our market entry reports and strategic guidance represent operational advisory and business facilitation. They do not constitute formal legal counsel or statutory audit certification unless explicitly contracted under a certified professional affiliate retainer.

"As-Is" Website Disclaimer: Information and digital collateral on https://overseasbridge.in are provided for general informational purposes and are subject to periodic updates without prior notification.

• Consequential Damages Waiver: Neither party shall be liable to the other for any indirect, incidental, special, punitive, or consequential damages (including loss of profits, revenue, or business opportunity), arising out of or in connection with this Agreement.
• Aggregate Liability Cap: Except in instances of gross negligence, willful misconduct, or breach of confidentiality/IP obligations, each party's maximum aggregate financial liability under any SOW shall be strictly capped at the total professional advisory fees paid by the Client to Overseas Bridge under the applicable SOW during the six (6) months immediately preceding the claim.
• Mutual Indemnification: Each party agrees to defend, indemnify, and hold harmless the other party against third-party claims arising from gross negligence, material breach of statutory regulations, or infringement of third-party intellectual property.

Term: This Agreement takes effect upon your initial access of our digital services or formal execution of an SOW and continues until terminated in accordance with these provisions.

• Termination for Convenience: Either party may terminate an ongoing retainer or general advisory engagement by providing 30 calendar days' written notice to the other party.
• Termination for Material Breach: Either party may terminate immediately if the other party materially breaches this Agreement and fails to cure such breach within 15 business days of receiving written notice thereof.
• Orderly Transition Protocol: Upon termination, Overseas Bridge guarantees an orderly, professional handover of all company documentation, active candidate pipelines, facility master keys, software credentials, and accounting records to Client's authorized officers.

Governing Law: This Agreement, and any disputes or claims arising out of or in connection with its subject matter, shall be governed by and construed in accordance with the substantive laws of the Republic of India.

Dispute Resolution & Arbitration:

• Amicable Negotiation: In the event of any controversy, the parties shall first attempt in good faith to resolve the dispute through senior executive negotiations within thirty (30) days.
• Binding Arbitration: If the dispute is not resolved amicably, it shall be finally settled under the Arbitration and Conciliation Act, 1996 (as amended). The arbitration tribunal shall consist of a sole arbitrator mutually agreed upon by both parties.
• Seat & Venue: The seat, venue, and place of arbitration shall be Bengaluru, Karnataka, India. The language of arbitration proceedings shall be English.
• Exclusive Court Jurisdiction: Subject to the arbitration clause above, the competent courts situated in Bengaluru, Karnataka, India shall have exclusive jurisdiction over any legal proceedings arising hereunder.