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Mandate & Engagement Documents

The documents that formally establish the relationship between Global Nexus and its principals before any commercial activity begins. 4 documents.

Trade Facilitation Mandate Agreement
Standard mandate for single-vertical trade facilitation — buy-side or sell-side.
📄 PDF / DOCX 🖊 Authorised director of the principal company + both Global Nexus principals
Purpose
Creates the formal legal relationship authorising Global Nexus to act on behalf of the principal in approaching and negotiating with third-party buyers or suppliers. Without this, Global Nexus has no documented authority — counterparties may question the validity of any offer or introduction made.
Risk If Absent or Deficient
Acting without a mandate creates personal liability for the agent and potential agency law disputes in the governing jurisdiction. Counterparties who later dispute commission payments will argue no mandate existed.
When to Use
Before Global Nexus begins approaching buyers or suppliers on your behalf
Key Clauses to Include
1 Scope of mandate — product category, territory, and whether buy-side, sell-side, or both
2 Exclusivity — exclusive or non-exclusive appointment (exclusivity commands higher commission)
3 Commission rate and trigger — referenced to the separate Commission Agency Agreement
4 Term — typically 12 months, auto-renewable with 30-day written notice for termination
5 Circumvention protection — cross-references the NCNDA for enforcement
6 Representations — principal warrants they have authority to export/import the specified goods
Practical Notes
One page is commercially sufficient. Keep scope precise — a broad mandate creates future ambiguity. Specify whether Global Nexus is authorised to make price representations on behalf of the principal or only to introduce and facilitate.
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Advisory Retainer Agreement
Monthly advisory retainer for the consultancy vertical — market research, strategy, and deal support.
📄 PDF / DOCX 🖊 Client company director + Amit Jain / Vinod Kumar Jain
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Purpose
Establishes the commercial terms for ongoing strategic advisory — market intelligence, go-to-market strategy, partner research, and deal origination support. Retainer clients receive priority access to both principals' time and network.
Risk If Absent or Deficient
Without a retainer agreement, advisory scope creep is common — the client requests more, Global Nexus delivers without incremental compensation. The agreement clarifies deliverables and protects both sides.
When to Use
When a client engages Global Nexus on a retained advisory basis (Vertical 24)
Key Clauses to Include
1 Monthly fee and payment terms (advance payment, typically 5th of the month)
2 Deliverable scope — hours of advisory, research reports, introductions included
3 IP ownership — research and reports prepared remain the client's property
4 Success fee offset — retainer credited against success fees if deal facilitated
5 Confidentiality — client's business information and strategy protected
6 Termination — 30-day written notice; retainer fees non-refundable for work in progress
Practical Notes
Retainer levels: EUR 500/month (2 hours + research), EUR 1,500/month (5 hours + active deal origination), EUR 3,000/month (10 hours + active buyer/supplier matching + documentation support). All retainers credited against success fees.
Franchise Agreement (Heads of Terms)
Heads of terms for Global Nexus franchisee appointments — regional trade intermediary partnerships.
📄 PDF / DOCX 🖊 Franchisee individual/company + both Global Nexus principals
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Purpose
Establishes the commercial and operational framework for a franchisee partner operating under the Global Nexus brand and methodology in their local market. Subject to a full franchise agreement drafted by legal counsel.
Risk If Absent or Deficient
A heads of terms without a full franchise agreement creates ambiguity — particularly on brand usage, IP ownership, and termination. Always transition to a full franchise agreement within 90 days of HoT signing.
When to Use
When appointing a regional franchisee partner (see Franchise Programme)
Key Clauses to Include
1 Territory — exclusive geographic region (country, city, or vertical-specific)
2 Revenue split — franchisee earns 30-40% of locally originated deal fees
3 Cross-referral commission — 15-20% for counterparty referrals to other network deals
4 Brand standards — use of Global Nexus branding, communication standards
5 Training and onboarding — what Global Nexus provides to the franchisee
6 Termination and IP return — brand usage ceases immediately on termination
Practical Notes
No entry fee for the inaugural franchisee cohort. Franchisees must have existing trade relationships and market credibility in their territory. Active commercial practice required — this is not a passive investment.
Letter of Authorisation (Export Mandate)
One-page letter authorising Global Nexus to approach buyers or sellers on behalf of an exporter or importer.
📄 PDF 🖊 Authorised director of the principal + acknowledging signature from Global Nexus
Purpose
A simpler alternative to the full Trade Facilitation Mandate Agreement for straightforward single-introduction mandates. Confirms in writing that Global Nexus is authorised to represent the principal — prevents counterparties from questioning the legitimacy of the approach.
Risk If Absent or Deficient
Without this letter, a counterparty may refuse to engage, arguing that Global Nexus has no authority to make representations on behalf of the principal. In some EU jurisdictions, agency without written authority is not recognised.
When to Use
Before any market-facing introduction or negotiation activity
Key Clauses to Include
1 Identity of the authorising principal (company registration details)
2 Scope of authority — products, territory, and whether price representations permitted
3 Duration — typically 6-12 months
4 Non-exclusivity declaration (or exclusivity if agreed)
5 Reference to Commission Agency Agreement for compensation terms
Practical Notes
Sufficient for initial introductions. For complex, ongoing mandates — upgrade to the full Trade Facilitation Mandate Agreement which includes representations, warranties, and termination provisions.
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Confidentiality & Data Protection

Documents that protect commercially sensitive information and ensure GDPR compliance for all parties in the India-EU bilateral trade relationship. 3 documents.

Mutual Non-Disclosure Agreement (NDA)
Bilateral NDA covering all parties in early-stage commercial discussions.
📄 PDF / DOCX 🖊 Both parties (company directors)
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Purpose
Protects both parties' commercially sensitive information during the exploratory phase of a potential mandate or transaction. Covers product specifications, pricing, customer lists, financial information, and strategy — anything shared in pre-deal discussions.
Risk If Absent or Deficient
NDA without circumvention protection is insufficient for trade intermediation. If the counterparty uses a disclosed introduction to deal directly — the NDA covers only information disclosure, not the act of circumvention. Always follow with an NCNDA before any identity disclosure.
When to Use
Before sharing any commercially sensitive information — company profiles, pricing, product specifications, client lists
Key Clauses to Include
1 Definition of Confidential Information — broad but excluding publicly available info
2 Permitted Purpose — may only use information for evaluating the potential transaction
3 Duration of confidentiality obligation — 3-5 years from disclosure date
4 Exclusions — information independently developed or received from third parties
5 Return/destruction of information on demand or on termination
6 Injunctive relief — breach causes irreparable harm justifying injunction without bond
Practical Notes
Use mutual NDA for early-stage discussions. Both parties must sign before any substantive information is shared. The NDA is lighter than the NCNDA and faster to execute — good for the first call or meeting. Transition to NCNDA before any party identity is disclosed.
NCNDA — Non-Circumvention, Non-Disclosure & Non-Competition
The foundational protection document for all intermediated trade mandates.
📄 PDF / DOCX 🖊 All parties (supplier, buyer, Global Nexus) — company directors
Purpose
The NCNDA is the single most critical document in trade intermediation. It simultaneously prevents circumvention (parties dealing directly to cut out the intermediary), protects confidentiality (all party information), and prevents competition (parties soliciting each other's contacts). Without it, the intermediary has no enforceable protection.
Risk If Absent or Deficient
The most common dispute in international trade intermediation is circumvention — buyer contacts supplier directly after introduction, excluding the intermediary and refusing to pay commission. Without NCNDA, there is no legal basis for recovery. With NCNDA, ICC arbitration provides an enforceable remedy across all signatory jurisdictions.
When to Use
Immediately before any party identity or introduction is made
Key Clauses to Include
1 Non-circumvention — parties may not bypass each other for 5 years
2 Non-disclosure — all confidential information protected throughout
3 Non-competition — parties may not solicit each other's clients directly
4 Commission tail — commission due for 24 months post-mandate on introduced parties
5 Governing law — Portuguese law (recommended) or English law for India-EU deals
6 Dispute resolution — ICC arbitration, Lisbon seat, English language
7 Liquidated damages — pre-agreed compensation for circumvention
Practical Notes
ICC arbitration is the gold standard for India-EU enforceability — awards are enforceable in 170+ countries under the New York Convention. Liquidated damages clause (pre-agreed compensation = 3x the commission lost) removes the need to prove actual loss, making the NCNDA far easier to enforce.
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Data Processing Agreement (GDPR — DPA)
Mandatory DPA for any engagement involving EU personal data processed by an Indian party.
📄 PDF / DOCX 🖊 EU data controller + Indian data processor (company directors / DPOs)
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Purpose
GDPR requires a DPA between EU data controllers and Indian data processors. This is mandatory — not optional — for any engagement where an Indian company (IT service provider, BPO, recruitment firm, pharma CMO) processes personal data of EU individuals. Absence of a DPA is a direct GDPR violation exposable to a fine of 4% of global annual turnover.
Risk If Absent or Deficient
GDPR fines for missing or deficient DPAs: up to EUR 10 million or 4% of global annual turnover (whichever is higher). India is not yet an EU-recognised adequate country for data transfer — Standard Contractual Clauses (SCCs) must be attached to the DPA for any India-EU data transfer to be lawful.
When to Use
Before any personal data of EU individuals is shared with, processed by, or stored on systems controlled by an Indian entity
Key Clauses to Include
1 Controller and Processor roles clearly defined (Art. 28 GDPR)
2 Purpose limitation — data used only for specified processing purpose
3 Data subject rights support — processor assists controller with DSR compliance
4 Security measures — technical and organisational measures (ISO 27001 standard)
5 Sub-processor notification — prior written consent required before engaging sub-processors
6 Data breach notification — processor notifies controller within 72 hours
7 Standard Contractual Clauses (SCCs) — mandatory for India-EU data transfers post-Schrems II
8 Audit rights — controller may audit processor's compliance annually
Practical Notes
The EU Commission's 2021 Standard Contractual Clauses (Module 1-4) must be used — the old SCCs are invalid. For IT recruitment mandates: the DPA must be in place before the Indian recruiter accesses any EU candidate CVs or personal data. For CMO mandates: if the Indian manufacturer accesses EU patient data (clinical trials), a DPA is mandatory.
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Commercial Frameworks

The commercial documents that structure the deal — commission, heads of terms, letters of intent, and referral arrangements. 5 documents.

Commission Agency Agreement (Three-Party)
The binding document specifying commission rate, trigger, payment timeline, and tail period.
📄 PDF / DOCX 🖊 Supplier, Buyer (or one counterparty), and Global Nexus — all company directors
Purpose
The CAA makes commission legally enforceable. Without it, commission is a verbal understanding with no legal backing. The three-party structure (supplier + buyer + intermediary all signing) is the strongest form — all parties acknowledge the intermediary's role and the commission obligation simultaneously.
Risk If Absent or Deficient
Most common cause of commission disputes: (a) trigger event not precisely defined — supplier argues deal "did not complete"; (b) no all-orders clause — supplier pays on first order, stops paying on repeat orders arguing the CAA expired; (c) no tail period — supplier introduces buyer to new products not covered in the original mandate. All three risks are eliminated by a properly drafted CAA.
When to Use
After NCNDA execution — before any introduction is made
Key Clauses to Include
1 Commission rate — expressed as percentage of FOB / CIF / net invoice value
2 Trigger event — when commission becomes payable (buyer payment receipt recommended)
3 Payment currency — EUR or USD (avoid INR for international commission)
4 Payment timeline — 10 business days from trigger is standard
5 Tail period — commission owed for 24 months after agreement expiry on introduced parties
6 All-orders clause — commission due on ALL orders from introduced counterparty, not just first
7 Governing law and dispute resolution — mirrors NCNDA jurisdiction
8 Indemnity — parties indemnify Global Nexus against third-party claims from their own acts
Practical Notes
The trigger should be "buyer's payment received by supplier bank account" — not "invoice date" or "shipment date." If payment is by LC, the trigger is "LC settlement / payment received from confirming bank." The all-orders clause should read: "commission is due on all orders placed by the Buyer from the Supplier during the term and during the 24-month tail period, regardless of the involvement of the Agent in such orders."
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Commission Letter (Simple)
One-page commission confirmation for straightforward bilateral mandates.
📄 PDF 🖊 Paying party (supplier or buyer) + Global Nexus
+
Purpose
A lighter-touch commission agreement for situations where the full three-party CAA cannot be obtained (e.g., the buyer refuses to sign a document involving the supplier's commission arrangements). Provides a bilateral commission commitment between Global Nexus and the paying party.
Risk If Absent or Deficient
Less protection than the three-party CAA — the non-signing counterparty is not bound by the commission obligation. If the paying party later disputes, the commission letter is enforceable only between the two signatories.
When to Use
When a full three-party CAA is impractical — simpler deals, known counterparties
Key Clauses to Include
1 Commission rate and calculation basis
2 Payment trigger and timeline
3 Currency of payment
4 Reference to the NCNDA for circumvention protection
5 Governing law
Practical Notes
Use when: (a) the buyer is unknown to the supplier and refuses to sign a three-party document at introduction stage; (b) the mandate is simple and one-time. Always seek to upgrade to the full three-party CAA before the first order is placed.
Heads of Terms — Trade Deal
Template HoT for a commercial supply agreement — the agreed basis before a full supply contract is drafted.
📄 PDF / DOCX 🖊 Buyer and Seller (ideally with Global Nexus as witness)
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Purpose
Prevents misunderstandings from accumulating through the commercial discussion process. By recording agreed terms in writing before legal drafting begins, the HoT reduces the time and cost of supply contract negotiation and identifies any remaining gaps early.
Risk If Absent or Deficient
Without HoT, parties enter supply contract drafting with unresolved disagreements on fundamental terms — price, Incoterms, payment, quality. The contract negotiation becomes a re-negotiation of already-discussed commercial terms, destroying trust and delaying execution.
When to Use
After commercial terms agreed in principle — before supply contract drafting begins
Key Clauses to Include
1 Product specification (by reference to attached technical datasheet)
2 Price and currency — with price review mechanism for ongoing supply
3 Volume — minimum order quantity, annual target, or best-efforts basis
4 Incoterms — version (2020) and named place
5 Payment instrument — LC (sight or usance), TT advance, DA/DP
6 Quality standard — certification reference (ISO, CE, WHO-GMP)
7 Lead time from purchase order receipt
8 Exclusivity (if agreed) — territory and product scope
9 Which terms are binding (confidentiality) vs. indicative (subject to supply contract)
Practical Notes
Make clear on the face of the document which terms are binding (exclusivity, confidentiality) and which are indicative (price "subject to final supply contract"). A partially binding HoT gives the buyer exclusivity protection while keeping price flexibility. HoT should be 2-4 pages maximum.
Letter of Intent (LOI)
Standard LOI for M&A, technology transfer, and JV mandates.
📄 PDF / DOCX 🖊 Buyer/Investor + Seller/Target (company directors)
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Purpose
Signals buyer seriousness, secures exclusivity for due diligence, and establishes a framework for negotiations — without the full cost and complexity of a binding acquisition/JV agreement. Used in business brokerage (Vertical 9), technology transfer (Vertical 10), and investment advisory (Vertical 20) mandates.
Risk If Absent or Deficient
Without LOI: seller may continue discussions with competing buyers during your due diligence period, wasting your investigation investment. Without break fee: buyer can withdraw at any time without consequence, incentivising low-quality LOIs. Always include exclusivity as a binding obligation.
When to Use
When a buyer/investor wishes to signal serious intent and obtain exclusivity for due diligence
Key Clauses to Include
1 Transaction description — what is being acquired/licensed/joint-ventured
2 Indicative valuation or price range (non-binding)
3 Exclusivity period — typically 30-90 days (binding)
4 Due diligence scope — financial, legal, technical, regulatory
5 Conditions to closing — regulatory approvals, board approval, third-party consents
6 Confidentiality obligations (binding)
7 Break fee (if applicable) — compensation if buyer withdraws without cause
8 Governing law and dispute resolution
Practical Notes
The exclusivity period must be realistic — 30 days for simple asset purchases, 60-90 days for complex cross-border M&A. Break fees (typically 1-3% of transaction value) protect sellers from serial LOI issuers who have no real intention to close.
Referral / Introducer Agreement
Fee-sharing framework for specialists who refer clients to or receive referrals from Global Nexus.
📄 PDF / DOCX 🖊 Referral partner + Global Nexus
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Purpose
Structures the commercial relationship with specialists who enhance our service offering — immigration lawyers (Vertical 21), customs agents (for documentation), freight forwarders (Vertical 27), and regulatory consultants (Vertical 23). Ensures fair compensation and prevents conflicts.
Risk If Absent or Deficient
Without a referral agreement: fee disputes are common; the referral partner may claim a higher fee than agreed; the referral partner may directly approach your client (circumvention). The agreement locks the economics and the boundaries.
When to Use
Before any referral relationship begins with immigration lawyers, freight forwarders, customs agents, or regulatory consultants
Key Clauses to Include
1 Referral fee — percentage of Global Nexus's earned fee or fixed amount per referral
2 Qualifying referral definition — what constitutes a completed, fee-generating referral
3 Payment trigger — when referral fee is due (typically when Global Nexus receives its fee)
4 Conflict of interest policy — referral partner cannot represent adverse parties
5 Non-solicitation — referral partner may not directly approach referred clients
6 Term and termination — typically auto-renewing annual agreement
Practical Notes
Referral fees are typically 10-15% of Global Nexus's earned fee on the referred mandate. This is a standard market rate for professional service referrals. Ensure the agreement specifies that the fee is payable only on mandates that generate actual revenue — not on every referral regardless of outcome.
⚖️

Compliance & Regulatory

Documents ensuring compliance with anti-bribery, sanctions, KYC, and rules of origin requirements across Indian and EU regulatory frameworks. 4 documents.

Anti-Bribery & Corruption Policy
Our ABC policy — compliance with UK Bribery Act, India Prevention of Corruption Act, and EU standards.
📄 PDF 🖊 Acknowledgement signature from mandate partner
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Purpose
Demonstrates that Global Nexus operates in compliance with the UK Bribery Act 2010 (which has extraterritorial reach for UK-connected parties), the India Prevention of Corruption Act, and EU anti-corruption standards. All mandate partners are expected to confirm compliance before engagement.
Risk If Absent or Deficient
The UK Bribery Act 2010 criminalises bribery of foreign public officials and commercial bribery — with no defence of "local custom." A trade intermediary facilitating a corrupt payment is criminally liable. Portugal's Law 20/2008 and India's Prevention of Corruption Act create parallel liability.
When to Use
Provided to all mandate partners before engagement commences
Key Clauses to Include
1 Zero tolerance for facilitation payments, kickbacks, or gifts of material value
2 Prohibition on payments to government officials in any jurisdiction
3 Mandatory reporting — any approach or demand for corrupt payment must be reported
4 Third-party compliance — mandate partners must maintain equivalent standards
5 Red flags — identifying high-risk counterparties, jurisdictions, and transaction structures
6 Consequences — immediate mandate termination on breach
Practical Notes
A facilitation payment — a small payment to a customs official to "expedite" clearance — is illegal under the UK Bribery Act with no exception, even if it is common practice in the destination country. If a customs official in any jurisdiction requests a payment, report it immediately and refuse.
Sanctions Screening Procedure
Our procedure for screening counterparties against EU, OFAC, UN, and India sanctions lists.
📄 PDF 🖊 Internal procedure — no counterparty signature required
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Purpose
EU sanctions regulations (COUNCIL REGULATION (EU) No 833/2014 and others) prohibit providing services to sanctioned parties. With Russia under comprehensive sanctions, India-UAE-Russia trade routing requires particular care. Screening is not optional — facilitating a transaction involving a sanctioned party carries criminal liability and asset freezing.
Risk If Absent or Deficient
A trade intermediary who facilitates a transaction involving a sanctioned entity faces: criminal prosecution in the EU, asset freezing under EU Regulation 269/2014, exclusion from EU financial markets, and reputational destruction. India's own sanctions obligations (UN Security Council Resolutions) also apply.
When to Use
Before accepting any new mandate — and at each significant transaction within an ongoing mandate
Key Clauses to Include
1 Screening databases — EU Consolidated List, OFAC SDN, UN Security Council, India MHA
2 Screening trigger — all new counterparties, beneficiaries, and UBOs above 25% ownership
3 Timing — before NCNDA signature and before each shipment in ongoing mandates
4 Escalation — positive match triggers immediate mandate suspension pending legal review
5 Record keeping — screening records retained for 5 years
6 False positive management — documented process for clearing false positive matches
Practical Notes
Screening takes 5-10 minutes per counterparty using a commercial screening service (World-Check, LexisNexis Bridger, or free EU Consolidated List search). Screen the company, all directors, and all ultimate beneficial owners above 25% shareholding. Document the screening result with date, database, and outcome.
KYC / Due Diligence Questionnaire
Standard questionnaire for new mandate counterparties — corporate identity, ownership, and source of funds.
📄 PDF / DOCX 🖊 Completed and signed by the counterparty's authorised director
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Purpose
Anti-money laundering (AML) regulations in the EU (6th AML Directive) and India (PMLA) require businesses in certain sectors to conduct Customer Due Diligence (CDD) before onboarding clients. For Global Nexus, KYC is a commercial risk management tool — we do not introduce unknown parties without verifying their legitimacy.
Risk If Absent or Deficient
Introducing a buyer to a supplier without KYC: (a) the buyer may be a front company for money laundering; (b) the supplier may be exporting controlled goods to a sanctioned end-user; (c) Global Nexus may be held liable for facilitating the transaction. The KYC questionnaire creates documented evidence of due diligence.
When to Use
Before accepting a new supplier, buyer, or advisory client into a mandate
Key Clauses to Include
1 Company registration details — registered name, number, jurisdiction, registered address
2 Ownership structure — shareholder list with percentage ownership
3 Ultimate Beneficial Owner (UBO) declaration — individuals owning 25%+ directly or indirectly
4 Politically Exposed Person (PEP) declaration — any director or UBO who is a PEP
5 Source of funds — for high-value transactions or financial services mandates
6 Regulatory licences — export/import licences, industry-specific certifications
7 References — trade references from existing business partners
Practical Notes
For Indian manufacturers: require IEC (Import Export Code) number, GST registration certificate, company registration (MCA), and last 2 years' audited accounts. For EU buyers: require company registration certificate, VAT number, EORI number, and bank reference letter. For M&A/investment mandates: enhanced due diligence including audited financial statements.
Rules of Origin Compliance Checklist
Working checklist for exporters seeking FTA preferential duty treatment on India-EU trade.
📄 PDF 🖊 Completed by exporter and reviewed by Global Nexus / customs consultant
Purpose
Rules of Origin determine whether a product is eligible for preferential (reduced or zero) import duty under an FTA. Getting ROO wrong — claiming preference when you are not eligible — is a customs offence. Getting ROO right — but failing to document it — means you lose the duty benefit at EU customs.
Risk If Absent or Deficient
EU customs conducts post-import ROO audits for up to 3 years after import. If an importer claimed FTA preference but the exporter cannot demonstrate ROO compliance, EU customs will recover the full duty unpaid (plus interest and penalties). The EU importer bears the audit risk — the Indian exporter must provide documented evidence on request.
When to Use
Before claiming preferential tariff treatment under any FTA — including India-EU, UAE CEPA, ASEAN
Key Clauses to Include
1 HS code classification — 6-digit HSN code and EU 10-digit TARIC code for the product
2 Applicable ROO test — which rule applies to this HS chapter (CTH, CC, RVC, specific process)
3 Fabric-forward test (textiles) — fabric must be India-origin for garments
4 Regional Value Content calculation — for engineering goods (typically 35% RVC required)
5 Origin documentation required — REX declaration, Form A, or EUR.1 certificate
6 Record-keeping — exporter must retain production records for 3 years for audit
7 Cumulation provisions — which countries' inputs may be counted as India-origin
Practical Notes
The most common ROO issue for Indian garment exporters: using imported Chinese or Bangladeshi fabric and claiming FTA preference under the India-EU FTA. The fabric-forward ROO requires the fabric used in the garment to be India-origin. Fabric sourced from China does not qualify — the garment may not claim preference even if cut and sewn entirely in India.
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Website & Corporate Policies

Standard website terms, data protection notices, and corporate governance documents available to all visitors and mandate partners. 3 documents.

Terms of Use (Website)
General terms governing use of allfrontierglobal.com — IP, liability, and governing law.
📄 HTML 🖊 Deemed acceptance by use of the website
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Purpose
Establishes the legal basis on which visitors may use this website and the limits of Global Nexus's liability for website content. Required for GDPR compliance (must specify data processing in context of website use) and for limiting liability for reliance on website information.
Risk If Absent or Deficient
Without Terms of Use: visitors may argue that website content constitutes professional advice, creating liability. IP infringement claims have no contractual basis without Terms of Use specifying ownership.
When to Use
Applies to all visitors and users of this website
Key Clauses to Include
1 Permitted use — personal, non-commercial reference use only
2 Intellectual property — all content owned by Vinod Kumar Jain & Amit Jain / Global Nexus
3 No reliance — website content is for information only; not legal or financial advice
4 Limitation of liability — to the fullest extent permitted by law
5 Third-party links — not responsible for content of linked sites
6 Governing law — Portuguese law; courts of Porto have jurisdiction
Practical Notes
Terms of Use should be linked from the website footer on every page. For GDPR: the Terms must reference the Privacy Policy for data processing information. Under Portuguese law (applicable to a Portugal-based entity), consumer terms must meet the requirements of Decreto-Lei 24/2014.
Force Majeure Clause (Standard)
Our standard force majeure clause for inclusion in commercial agreements.
📄 PDF / DOCX 🖊 Part of the main agreement — not signed separately
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Purpose
Provides clear, mutually agreed contractual relief for circumstances genuinely outside a party's control. The COVID-19 pandemic exposed how many trade contracts lacked adequate force majeure provisions — the resulting disputes cost the industry billions in litigation.
Risk If Absent or Deficient
Without a force majeure clause: a party unable to perform due to a genuine catastrophic event (port closure, government export ban, pandemic) may be in breach of contract with full liability. With a poorly drafted clause: a party may claim force majeure for commercial inconvenience (price increase, shipping delay) — always exclude financial hardship explicitly.
When to Use
Included in all supply contracts, commission agency agreements, and retainer agreements
Key Clauses to Include
1 Qualifying events — natural disasters, war, pandemic, government action, port closure, labour disputes
2 Notification obligation — affected party must notify within 5 business days of force majeure event
3 Suspension of obligations — affected party's obligations suspended for duration of FM event
4 Maximum suspension period — typically 60 days, after which either party may terminate
5 Exclusions — financial hardship, price changes, and market downturns do NOT qualify
6 Mitigation duty — affected party must take all reasonable steps to mitigate the impact
Practical Notes
Since 2020, include specific reference to pandemic and government-ordered closure as qualifying force majeure events. Also include: "export ban or restriction imposed by government of either party's country" — directly relevant for India's history of sudden export restrictions on commodities (onions, wheat, rice).
Governing Law & Dispute Resolution Clause
Standard clause specifying Portuguese law and ICC arbitration for all international mandates.
📄 PDF 🖊 Part of the main agreement
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Purpose
Eliminates jurisdictional uncertainty in cross-border disputes. Without a governing law clause, courts in multiple countries may claim jurisdiction — creating parallel proceedings in India and the EU, each applying different law. ICC arbitration provides a single, neutral, internationally enforceable forum.
Risk If Absent or Deficient
Without this clause: an Indian supplier who defaults may argue that Indian courts have jurisdiction and Indian law applies. Indian court proceedings can take 5-15 years. ICC arbitration typically concludes in 18-24 months with an award enforceable in both India (New York Convention signatory) and all EU member states.
When to Use
Included in all cross-border commercial agreements
Key Clauses to Include
1 Governing law — Portuguese law (Civil Code and Commercial Code)
2 Dispute resolution — ICC International Court of Arbitration
3 Seat of arbitration — Lisbon, Portugal
4 Language of proceedings — English
5 Number of arbitrators — sole arbitrator for disputes under EUR 1M; three for larger
6 Emergency arbitrator — available for urgent interim relief (within 15 days)
7 New York Convention — ICC awards enforceable in 170+ countries
Practical Notes
Portugal is the recommended governing law seat because: (a) Global Nexus has a Portugal presence; (b) Portuguese law is EU law-aligned and well-developed; (c) Lisbon is accessible to both Indian and EU parties; (d) Portuguese courts have extensive experience enforcing ICC awards against Indian and EU counterparties.
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Need a Bespoke Document?

If your mandate requires a document not listed above — a specific technology transfer agreement, co-sell arrangement, multi-party commission framework, or a sector-specific compliance document — we can commission a bespoke draft through our legal referral network in both India and Portugal.

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Related Resources
📋
Documentation Framework
How every document fits into the deal lifecycle — from NCNDA to commission invoice.
 📖
Trade Lexicon
Definitions for every term used in these documents — FTA, ROO, LC, NCNDA, DPA, and more.
 ⬇
Document Downloads
Request template documents — all sent by email within 24 hours, free.
 🤝
Mercantile Trade Model
How back-to-back invoicing and the commission model works in practice.

Legal document questions answered by Vinod Kumar Jain or Amit Jain — always personally, always within 24 hours.

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