1. Application. These terms govern the Founder's Exit service offered on
nolegalpaisa.com by Kaahmuchee Solution Private Limited ("NoLegalPaisa", "we") to the
founder, director or shareholder who buys a plan ("Client", "you"). They are read
with the NoLegalPaisa Terms & Conditions, Privacy Policy, Refund &
Cancellation Policy and Grievance Policy. If they conflict on this service, these
terms prevail.
2. NoLegalPaisa as facilitator; engagement agreement.
(a) NoLegalPaisa is a legal-technology platform and acts only as a facilitator. Legal
advice, drafting and representation are provided by independent advocates enrolled
with a State Bar Council. CA or CS work is done by independent professionals on the
network. Each of these is a "Counsel". NoLegalPaisa does not itself practise law.
(b) Within [1] working days of payment, you and the assigned Counsel will sign a
detailed written engagement agreement through the platform. It governs the
professional relationship between you and Counsel, including scope, duties,
confidentiality, fees and termination. No substantive work starts before it is
signed.
(c) The advocate–client relationship is only between you and Counsel, who uses
independent professional judgement. NoLegalPaisa provides the platform, matching,
scheduling, the case dialogue box and payment collection. It is not responsible for
Counsel's advice.
3. Who we act for; conflicts.
(a) We act only for you, as the departing founder, director or shareholder. In the
same matter, we do not act for or advise the company, your co-founders or investors.
(b) Before onboarding, NoLegalPaisa and Counsel run a conflict check. If NoLegalPaisa,
Counsel or the network already acts for the company or another party in the matter,
we may assign different Counsel. Or we may decline the engagement and refund the fee
in full.
4. What you get in each plan.
Founder Exit Essentials — ₹14,999 + GST · valid [60] days
- Exit position and eligibility review. We review your directorship, DIN
status, shareholding, the exit clauses in your SHA or founders' agreement, and
the company's MCA filing status.
- Board strength and signatory check. We check that the company keeps at
least two directors under section 149 of the Companies Act, 2013, and that you
are replaced as bank and statutory signatory.
- Resignation documents. We draft your resignation letter, a board
resolution, and letters to the bank and key counterparties asking for your
removal as signatory.
- DIR-11 filing. We file DIR-11 for you; the government fee is extra. We
also give the company a ready draft of DIR-12, which the company must file
itself.
- Share transfer deed. One SH-4 deed and covering letters for one transfer
to one agreed buyer at an agreed price.
- Founder liability snapshot. A one-page note on the areas where you may
remain exposed for your period as director.
- MCA record check. One check [30–45] days after filing, to confirm that
your resignation is reflected.
- One consultation of 45 minutes, and 1 revision round on each drafted
document.
Founder Protection Plan — ₹34,999 + GST · valid [90] days
- Everything in Essentials.
- Equity position note. A written note on vested and unvested shares,
ESOPs, good- and bad-leaver treatment, and buyback and clawback rights.
- Investor rights check. Which ROFR, tag-along, drag-along, lock-in,
consent and transfer-restriction clauses apply to your exit, and the steps each
needs.
- Exit route comparison. The legal pros and cons of selling to
co-founders, selling to an investor or third party, a company buyback, or
keeping your shares.
- Personal guarantees. We identify the guarantees in the documents you
share. We draft a revocation notice for future transactions under section 130 of
the Indian Contract Act, 1872, and release or substitution request letters to up
to [3] lenders or landlords.
- Restrictive covenants. A review of your non-compete, non-solicit,
confidentiality and IP assignment terms, including how far a non-compete is
enforceable under section 27 of the Indian Contract Act.
- Exit or settlement agreement. We draft one agreement, or review the
company's draft, with up to [2] revision rounds.
- One negotiation call of up to 45 minutes with the other side or their
counsel.
- Handover and no-dues pack, and a written exit roadmap.
- Two consultations of 45 minutes each.
Disputed & Complex Exit — from ₹74,999 + GST · valid [120] days or as
quoted
- Everything in the Protection Plan.
- Dispute and risk assessment. A written note on each side's rights and
claims, the likely forum (SHA arbitration, an NCLT petition under sections
241–242, or a civil suit), and a rough view of cost and time.
- Removal defence advice. If the company moves to remove you as director
under section 169, we advise you on that process.
- Separation and negotiation strategy. A written target outcome, fallback
and walk-away position.
- One legal notice sent, or one reply to a notice.
- Up to [3] negotiation sessions.
- Mediation. We coordinate mediation and draft the settlement agreement if
one is reached; mediator fees are extra.
- Dedicated case manager with weekly written updates.
- Four consultations of 45 minutes each.
- The final price is fixed after a free [20]-minute scoping call.
5. How deliverables work.
(a) Anything not listed in clause 4 is out of scope.
(b) Consultations must be booked through the platform at least [24] hours ahead.
Rescheduling needs [12] hours' notice. If you don't join within [10] minutes, the
consultation counts as used.
(c) Revision requests must be raised within [10] days of delivery. A change of
instructions or a new transaction counts as new work.
(d) The share transfer deed in Essentials covers one transfer to one buyer. Further
or multi-party transfers fall under the higher plans or are quoted separately.
(e) In negotiations, Counsel represents your position but cannot bind you. Nothing is
agreed until you sign.
(f) Written notes are based on the documents and facts you provide and the law on the
date of the note.
6. Your obligations. You will:
- Share complete and accurate documents: DIN details, appointment records,
founders' agreement, SHA, Articles, share certificates or demat statement, ESOP
grants, loan and guarantee documents, employment terms, and any notices received.
- Disclose any pending or threatened claim, investigation or dispute.
- Sign and file your own forms using your own digital signature certificate where
the law requires it.
- Not ask Counsel to take, keep, destroy or misuse company property, data or
documents, or to act unlawfully. Counsel may stop work if you do.
Delays on your side extend timelines, but they do not extend the plan's validity.
7. Timelines. An amicable exit under Essentials usually completes in [2–4]
weeks. Documents are delivered within [5] working days of receiving all information.
Exits that need lender releases, investor consents, company filings or negotiation
depend on those parties and on the Registrar, so they can take longer. Timelines are
targets, not guarantees.
8. Fees and out-of-pocket costs.
(a) Plan fees are professional and platform fees, exclusive of GST (currently 18%),
and are payable in full before work starts.
(b) You pay these at actuals: government and ROC fees, stamp duty, valuation reports,
CA or CS certifications, mediator and arbitrator fees, notary, courier and
registration charges.
(c) The Disputed & Complex Exit plan is priced by scope in a written quote. Any
extra work is quoted before it starts.
9. Validity and upgrades. Validity runs from the date of payment, and
deliverables not used within it lapse. You may upgrade within validity by paying the
price difference. If a delay is caused by NoLegalPaisa or Counsel, we may extend
validity by up to [30] days.
10. Cancellation and refunds.
(a) If you cancel before the engagement agreement is signed, you get a full refund,
less payment-gateway charges.
(b) If you cancel after signing but before any deliverable is shared, [50]% of the
fee is refunded.
(c) Once any deliverable (a review, note, draft or consultation) has been provided,
the fee is non-refundable.
(d) Government fees, stamp duty and third-party costs already paid are not
refundable.
11. What you don't get (all plans).
- Representation before any court, the NCLT, an arbitral tribunal, the police or a
regulator.
- Valuation reports, tax advice, tax filings or tax planning.
- Filings the company must make itself, such as DIR-12, SH-7 or MGT forms, or
registering a share transfer in the company's records.
- Releases from banks, lenders or landlords, or consents from co-founders or
investors. We draft and send the requests, but the decision is theirs.
- Advice to the company, co-founders or investors.
- Advice on laws outside India.
- Work after validity ends, or work not listed in clause 4.
12. No guaranteed outcome. Negotiation, settlement and dispute results depend
on the other parties. Guarantee releases, share transfers and investor consents
depend on lenders, co-founders, investors and the company. We help you pursue the
best position available; we do not promise a specific result, price or timeline.
13. Director liability continues for your tenure. Resignation does not end
your liability for acts, defaults or offences during your time as director, under
section 168(2) of the Companies Act, 2013. Nor does it end your liability under
personal guarantees you gave. Our review is designed to identify and help reduce
this exposure; it is not a waiver of, or indemnity against, it.
14. Confidentiality and data. Your information is kept confidential, subject
to the protections for professional communications under the Bharatiya Sakshya
Adhiniyam, 2023 and the Bar Council of India Rules. Personal data is processed under
the Digital Personal Data Protection Act, 2023 and our Privacy Policy. You confirm
you have the right to share every document you upload.
15. Limitation of liability. To the extent the law allows, the total liability
of NoLegalPaisa and Counsel is limited to the plan fee you paid. Neither is liable
for indirect or consequential loss, including loss of equity value, profit or
opportunity. Nothing in this clause limits liability for fraud or wilful misconduct.
16. Communication. All instructions, documents and deliveries go through the
case dialogue box on your dashboard. Instructions given by phone or WhatsApp are
confirmed there before work starts.
17. Grievances. Complaints go first to the Grievance Officer under the
Grievance Policy. The officer will acknowledge your complaint within [48] hours and
resolve it within [30] days.
18. Governing law and disputes. These terms are governed by the laws of
India. Unresolved disputes go to a sole arbitrator under the Arbitration and
Conciliation Act, 1996. The seat is [Mumbai], the language is English, and the
arbitration may be conducted online. Subject to this, the courts at [Mumbai] have
exclusive jurisdiction.
19. Right to change these terms. NoLegalPaisa may change, update or replace
these terms, the plan deliverables and pricing at any time, to reflect changes in
law, regulation, its services or business needs. Updated terms are published on
nolegalpaisa.com. A plan already paid for is delivered on the terms that applied on
the date of payment, unless the law requires otherwise.
