We reserve all the right to refuse service to anyone for any reason at any time and it is purely our internal decision.
You agree not to reproduce, duplicate, copy, sell, resell or exploit any portion of the Service, use of the Service, or access to the Service or any Content or contact on the website through which the service is provided, without express written permission by us.
The headings used in this agreement are included for convenience only and will not limit or otherwise affect these Terms.
Section 2 - IPR (Intellectual Property Rights)
a. All materials, documentation, computer programs, inventions (whether or not patentable) pictures, audio, video, artistic works and all other works of authorship including all world wide rights therein under patent, copyright, design right trade secret or other property right created or developed by The Company in providing the Services (the " Work Product"), shall belong to The Company. Save for any Client Confidential Information provided, The Company shall not be obliged to return any artwork or other material supplied by The Client for the provision of Services. The Company grants an exclusive license to The Client in perpetuity for the use of an unlimited number of copies of the Work Product.
b. Any pre-existing proprietary item of The Company or a third party disclosed by The Company to The Client in performing the Professional Services shall remain vested in The Company (or the third party as the case may be) and the rights of The Client to use and reproduce the same are either set out herein or in a separate license which The Client hereby agrees to execute and be bound by.
c. The Client shall retain title to and all intellectual property rights in any pre-existing or proprietary items, which are submitted by The Client to The Company for the performance of the Services.
Section 3 - Software Products
a. It is the practice of Suppliers of computer software products or copies thereof ("proprietary software") to retain title to the Intellectual Property therein. The limit of the right or interest in any such proprietary software which the Customer shall receive shall be such right or license to use or enjoy such proprietary software as may be permitted or conferred by the Company or by the owner of the Intellectual Property therein and shall be subject to the Supplier's terms and conditions relating to such use a copy of which is available from the Company on request
b. The Company shall have no liability to the Customer in the event that any proprietary software supplied by the Company infringes the rights in Intellectual Property of a third party
c. The Company's liability to the Customer in respect of any claim that software created by the Company (not being proprietary software) and supplied to the Customer infringes the rights in Intellectual Property of a third party shall be determined by the provisions of the license issued by the Company to the Customer in respect of such software and shall be conditional upon the Company having sole control of the defense and all negotiations for settlement or compromise of any such claim.
d. Any issues or financial imbalance before or after the completion of work or services , company will not be responsible for the claims or damages.
e) Entertaining the third party and other hindrances will not be acceptable and leads to legal claims
f) Any business loss or financial issues or mismanagement company will be no where responsible for the claims and refrain all the rights of termination of the Agreement or SLA
Section 4. Carriage Delivery and Risk
a. The Company reserves the right to levy a charge for delivery to any destination advised by the Customer. Unless otherwise specifically negotiated the risk in the IT Services / Products / Data shall pass to the Customer when it is dispatched from the Company's premises and no responsibility will be accepted by the Company for loss or damage of IT Services / Products / Data in transit save where carriage is effected by the Company's vehicles and not by third party carrier. Any claim for loss or damage in transit must be notified in writing to the Company within five days of receipt and in the case of claims for damage the Customer must also comply with the provisions of Section 5 below
b. Unless otherwise quoted or listed, prices are calculated on the basis of one delivery. Specific requests for more than one delivery shall be subject to agreement by the Company, and the Company reserves the right to levy additional charges therefor. Where the Company agrees to make delivery by installments, every installment shall be deemed to be the subject matter of a separate contract. If the Customer requests and the Company agrees to a deferred delivery the Company reserves the right to raise a stock holding charge if specific Services / Stocks / Products have been purchased by the Company against the Customer's order
c. Unless otherwise specifically negotiated any times quoted for dispatch are to be treated as estimates only and without prejudice, although every endeavor will be made by the Company to adhere to them. All dispatch dates are calculated from the date of acceptance of the Customer's written order or from the date when all outstanding technical details have been resolved, whichever is the later.
Section 5 - Title
a. All IT Services / Products supplied to the Customer shall remain the sole and absolute property of the Company as legal and equitable owner until such time as the Company has received payment in full for such IT Services / Products
b. Until such time as the Customer becomes the owner of the IT Services / Products supplied by the Company the Customer will store it on its premises in a manner which makes it readily identifiable as the IT Services / Products of the Company and in particular will not remove from such IT Services / Products any labels or other identifying marks placed thereon by the Company
C. IT products /Services personal alteration or any individual changes made or tampered Will not be considered and without noticing to company will not be entertained
D. If payment in full is not made in accordance with the relevant contract terms the Company may require the Customer to return the IT Services / Products forthwith and if the requirement is not immediately complied with the Company shall be entitled at any time before payment and without notice to retake possession of the whole or any part of the IT Services / Products and for that purpose to enter the premises occupied by the Customer and sever the IT Services / Products from anything to which it is attached without being liable for any damage caused thereby and without prejudice to any other remedy that may be available to the Company
e. Nothing in this Condition shall confer any right upon the Customer to return the IT Services / Products sold to it by the Company hereunder. The Company may maintain an action for the price notwithstanding that the property in the IT Services / Products may not have passed to the Customer.
Section 6 - Service faults / Defects
a. Unless otherwise agreed in writing where the IT Services / Products is rejected by the Customer as not being in accordance with the Customer's order, the Company will only accept the return of such IT Services / Products provided that:-
i. it receives written notice thereof, giving detailed reasons for rejection, within 7 days of receipt of the IT Services / Products by the Customer, and if such notice is not received by the Company within the said period of 7 days the IT Services / Products shall be deemed to have been accepted by the Customer; and
ii. the Returns Procedure set out in Section 7 of the Company's Standard Conditions is followed
b. The Company will not consider any claim for compensation, indemnity, or refund until liability (if any) has been established or agreed with the Supplier and, where applicable, any relevant insurance company and under no circumstances shall the invoiced costs of the IT Services / Products be deducted or set off by the Customer until the Company has issued a corresponding credit note; and in the case of defects or faulty workmanship in the IT Services / Products or any part thereof, the Customer shall not be entitled to receive any compensation credit or refund in excess of that received by the Company under any guarantee or warranty given it by the Supplier.
Section 7 - Returns / Cancellation of Service Procedure
a. Where the Customer desires, at any time and for any reason, to return any IT Services / Products to the Company the following procedure for return shall be complied with by the Customer (no return or purported return of IT Services / Products to the Company by the Customer being effective for any purpose unless such procedure is complied with by the Customer)
i. the Customer shall, prior to dispatching or returning any IT Services / Products, notify the Company by letter, Email or telephone of its desire to return the IT Services / Products concerned and the reason therefore;
ii. prior to any return of IT Services / Products, the Customer shall obtain from the Company a designated return label and return of Service letter which label will contain an identification number and shall be affixed by the Customer to the IT Services / Products (or their packaging) when returned to the Company.
b. The foregoing procedure being designated solely for administrative convenience, the issuance by the Company of any return label shall not be taken as an admission of fault and/or liability on any account whatsoever on the part of the Company in relation to any IT Services / Products the subject of such return and shall not in any way prejudice or impair any rights which the Company may have under the terms of any applicable contractual arrangements
Section 8 - Payment
a. Save as herein expressly provided, unless otherwise specifically negotiated and agreed, all invoices to non-account holders are payable cash on delivery or against pro forma invoice. Invoices to account holders are payable net, not later than 15 days from date of invoice.
b. The Company reserves the right to fix minimum order values and/or to charge a monthly credit account administration fee.
c. If any sum payable to the Company is in arrears for more than 15 days after the due date, the Company reserves the right without prejudice to any other right or remedy to charge interest on such overdue sum on a day to day basis from the original due date until paid in full at the rate of 3% above the SBI Bank base lending rate.
d. The Customer shall notify the Company in writing within 5 days of receipt of an invoice if the Customer considers such invoice incorrect or invalid for any reason and the reasons for withholding payment, failing which the Customer shall raise no objection to any such invoice and shall make full payment in accordance with it.
Section 8 - Customer's Default, Cancellations and Rescheduling of Deliveries
a. If the Customer shall make default in, or commit any breach of any of its obligations to the Company or if the Customer, being an individual (or where the Customer is a firm, any partner in that firm), shall at any time commit an act of bankruptcy, or the Customer, being an incorporated body, any resolution or petition to wind up its business shall be passed or presented, otherwise than for the purposes of a scheme for reconstruction of amalgamation (previously approved by the Company), or if a liquidator or receiver or manager of such corporate body or its undertaking, property or assets (or any part thereof) shall be appointed or if the Customer shall be unable, or shall admit its inability, to meet its commitments promptly as and when due, the Company shall have the right, (without prejudice to any further or other claims or rights which the Company might have) forthwith to cancel any uncompleted order or to cancel or suspend delivery and, not withstanding any other provisions of the Company's Standard Conditions, payments for any deliveries already made shall immediately become due
b. Requests by the Customer for cancellation of any order or for re-scheduling of deliveries will only be considered by the Company if made in writing, and may be accepted in writing by the Company on the basis that the Customer shall indemnify the Company against all loss, costs (including the cost of labor, Products and materials used and overheads incurred), damages, charges and expenses arising out of the order and the cancellation or re-scheduling thereof.
Section 9 - Force Majeure
The Company shall not be liable for cancellation by it of any order or any unfulfilled part thereof or for effecting partial delivery or performance if performance by the Company is prevented or delayed, whether directly or indirectly, by any cause whatsoever beyond the reasonable control of the Company, whether or not such cause existed or was foreseeable at the date of acceptance of the Customer's order.
Section 10 - Limitation of Liability
a. Notwithstanding anything contained in the Company's Standard Conditions, but subject as provided below, the Company's liability to the Customer in respect of the Customer's order or contract with the Company, whether in contract or tort (including negligence or breach of statutory duty) or howsoever otherwise arising, shall be limited to the total consideration payable by the Customer to the Company for the IT Services / Products or Services in respect of which the liability arises PROVIDED THAT if, and to the extent that, such liability is covered by Product Liability Insurance or Professional Indemnity Insurance taken out by the Company and operative at the time the liability arises the Company's liability shall be limited to the amount of such cover (if greater than the total consideration payable for the relevant IT Services / Products or Services). Details of such insurance will be available on request. If the Customer requires additional insurance the Company will take reasonable steps to obtain it on the Customer's behalf and any premium payable and any other expenses incurred in obtaining such insurance shall be payable by the Customer to the Company
b. The Customer acknowledges that the Company's obligations and liabilities in respect of the IT Services / Products and Services are exhaustively defined in the Company's Standard Conditions, unless otherwise agreed by the Company in writing. The Customer agrees that the express obligations and warranties made by the Company in the Company's Standard Conditions are in lieu of, and to the exclusion of, any other warranty, condition, term, undertaking or representation of any kind, express or implied, statutory (including without limitation those under India Govt IT services/Products ACTS
Which ever is applicable for the Services , Private Limited firms acts or otherwise, relating to anything supplied or services provided under or in connection with the Company's Standard Conditions, including (without limitation) any warranty as to the care, skill, condition, quality, performance, merchant-ability or fitness for purpose of the IT Services / Products or the Services or any part of them.
c. Nothing in the Company's Standard Conditions shall operate or be construed to operate so as to exclude or restrict the liability of the Company for death or personal injury caused by reason of the negligence of the Company or its employees or agents.
Section 11 - India Government Requirements & Licensing
The Customer is advised that IT Services / Products may be subject to India. Government export regulations. Where these apply, it is the Customer's sole responsibility to obtain authorization from the India Government before re-exporting the IT Services / Products from the country.
The customer is advised that any license regarding any product use / or IT Services having license as per the INDIA Govt Standards has to purchased in terms of usage, doing business and registration for the same by customers without fail
Section 12 - Severability
If and to the extent that any provision or any part of a provision of the Company's Standard Conditions is illegal, void or unenforceable for any reason, then such provision or part thereof (as the case may be) shall be deemed to be severable from the remaining provisions or parts of the relevant provisions (as the case may be) which shall remain in full force and effect
Section 13 - Applicable Law
The Company's Standard Conditions and any order or contract to which they apply shall be governed by and construed in accordance with Indian Constitutional Law.
Section 14 - Arbitration
The Company's Standard Conditions violation or any legal issues or complaint in any order or contract or services subject to which they apply shall be governed by and construed in accordance, Indian Law and subject to Mysore Jurisdiction and retired judges Legal tribunal.