Terms & Conditions
This document is an Electronic Record in terms of the Information Technology Act, 2000 and the rules thereunder as applicable and the provisions pertaining to electronic records in various statutes as amended by the Information Technology Act, 2000. This electronic record is generated by a computer system and does not require any physical or digital signatures. By signing the
“Registration Form”, you are consenting to be bound by this agreement.
This Agreement (hereinafter referred to as the “Agreement”) will be applicable from the date of the signing of the Registration Form (hereinafter referred to as the “Effective Date”)
BY AND BETWEEN
Khati Solutions Pvt. Ltd, a private limited company duly incorporated under the Companies Act, 2013, with CIN U74999DL2017PTC310765 and having its registered office at B-286 (G/F), Hari Nagar, Clock Tower, New Delhi – 110064, India, (hereinafter referred to as the ‘First Party’ which the expression shall unless excluded by or repugnant to the subject or context be deemed to include its successors-in-interest and permitted assigns) of the ONE PART
AND
A supplier who agrees to provide certain Goods/Services/Both to the First Party, (hereinafter referred to as the ‘Second Party’, which expression shall unless excluded by or repugnant to the subject or context be deemed to include its successors-in-interest and permitted assigns) which of the OTHER PART (The First Party and the Second Party is hereinafter individually referred to as “Party” and collectively as “Parties”)
WHEREAS
A. The Second Party is in the business of providing Good/Services/both as mentioned in the Annexures and has the skills, qualification and expertise required to provide the Goods/Services.
B. The First Party desires to engage the Second Party to provide the Goods/Services/both and the Second Party has agreed to do the same.
C. Pursuant to the above, the Parties seek to enter into this Agreement to confirm and record the terms and conditions on which the Second Party shall provide the Goods/Services/both to the First Party and other agreements in connection therewith.
1. DEFINITIONS AND INTERPRETATION
(a) “Applicable Law” shall include all applicable (i) statutes, enactments, acts of legislature or parliament, laws, ordinances, rules, bye-laws, regulations, listing agreements, notifications, Privileged & Confidential guidelines or policies of any jurisdiction; and (ii)judicial quasi-judicial and/or administrative decisions, interpretations, directions, directives, licenses, permits, judgments, writs, injunctions, arbitral awards, decrees, orders, terms and conditions of governmental or regulatory approvals or agreements with any governmental or regulatory authority.
(b) “Approvals” shall mean sanctions, permissions, consents, validations, confirmations, licenses, and other authorizations obtained and/or required to be obtained from any Government Body.
(c) “Government Body” means any government authority, statutory authority, government department, agency, commission, board, tribunal or court or other law, rule or regulation-making entity having or purporting to have jurisdiction on behalf of India or any state or other subdivision thereof or any municipality, district or other subdivision thereof.
(d) “GST” means Goods and services tax under the Goods and Services Tax Act, 2017.
(e) “Term” means the period during which the Second Party has provided / shall provide Goods/Services/both in terms of this Agreement which shall be the period as specified in Clause on (Term and Termination) of this Agreement.
(f) Interpretation
(I) The headings in this Agreement are inserted for convenience only and shall be ignored in construing this Agreement.
(II) Unless the context otherwise requires, in this Agreement:
(III) words using the singular or plural number also include the plural or singular number, respectively.
(IV) words denoting any gender shall include all genders.
(V) the words "written" and "in writing" include any means of visible reproduction.
(VI) the terms "hereof, "herein", "hereto" and similar words refer to this entire Agreement and not any particular Clause, or any other subdivision of this Agreement.
(VII) the words "include" or "including" shall be deemed to be followed by "without limitation" or "but not limited to" whether or not they are followed by such phrases or words of like import.
(VIII) references to any "person" include any natural person, corporation, judicial entity, association, statutory body, partnership, limited liability company, joint venture, trust, estate, unincorporated organization or government, state or any political subdivision, instrumentality, agency or authority; and
(IX) references to "Clause" or any other agreement or document in this Agreement shall be construed as references to the Clauses of this Agreement, or such other agreement or Privileged & Confidential document, as may be amended, modified or supplemented from time to time, and shall include a reference to any document which amends, modifies or supplements it, or is entered into, made or given pursuant to or in accordance with its terms.
2. GOODS AND SERVICES
(a) The First Party agrees to avail the Goods/Services/both from the Second Party and the Second Party agrees to provide the Goods/Services/both to the First Party on the terms and conditions specified in this Agreement.
(b) The Second Party shall:
(I) Provide the Goods/Services/both in compliance with this Agreement and Applicable Laws. If any Approvals are to be obtained for providing Goods/Services/both, the same shall be obtained by the Second Party.
(II) Deliver and perform the Goods/Services/both (i) in a professional, diligent and timely manner; (ii) as per good commercial practices; and (iii) within the budget specified by the First Party.
(III) Retain and utilize a sufficient number of qualified personnel to perform the Goods/Services/both.
(IV) Ensure that all personnel who are deputed to deliver and perform the Goods/Services/both are appropriately trained and qualified to deliver and perform such Goods/Services/both; and
(V) Devote its time and attention necessary to provide the Goods/Services/both in accordance with the best of the industry standards and meet any quality standards as may be specified by the First Party.
(c) Unless otherwise authorized in writing, the Second Party shall not have any authority pursuant to this Agreement to commit the First Party to any obligation in any manner whatsoever with respect to third parties or to enter into any contracts on behalf of the First Party. The Second Party shall not have, nor represent itself as having, any authority under the terms of this Agreement to make agreements of any kind in the name of or binding upon the First Party.
(d) The Second Party shall keep the First Party promptly informed of all material matters which come to the Second Party's attention relating to or affecting the business of the First Party or any matters concerning the provision of Goods/Services/both hereunder by the Second Party.
(e) The Second party agrees and acknowledges that the provision of Goods/Services/both hereunder may require travel to different destinations and the Parties agree that the cost of travel and accommodation shall be borne by Second Party itself.
(f) The Second Party agrees to provide the First Party with all purchase or rental receipts and an itemized and annotated accounting of all expenditures, and further agrees that all items purchased with the First Party's funds become the property of the First Party.
3. RECORDS
The First Party shall maintain proper and accurate records relating to the conduct of the Second Party, if any, under this Agreement during the entire term of this Agreement
4. REPORTS
The Second Party shall from time to time provide information and reports in relation to the delivery and performance of Goods/Services/both as may be requested by the First Party.
5. CONSIDERATION
(a) In consideration of the Goods/Services/both rendered by the Second Party, the First Party shall pay to the Second Party, the fixed fees as mentioned in the Annexures.
(b) The fees shall be payable subject to receipt of an invoice from the Second Party. The Second Party shall raise invoices on the First Party for all amounts due (in terms of this Agreement) to the Second Party from the First Party.
(c) The Fee to be paid as specified above shall be inclusive of Goods and Services Tax (GST).
(d) The Second Party shall not be entitled to charge the First Party for expenses incurred during the provision of the Goods/Services/both including traveling and printing under no circumstances whatsoever.
6. REPRESENTATIONS AND WARRANTIES
(a) The Second Party hereby warrants and represents to the First Party that:
(I) It has full power and authority to enter into this Agreement and perform its obligations hereunder.
(II) This Agreement has been duly executed by it and this Agreement constitutes its legal, valid and binding obligation enforceable in accordance with the terms contained herein.
(III) The execution, delivery and the performance by it of this Agreement does not and will not (i) breach or constitute a default under its constitutive documents, or (ii) result in a breach of, or constitute a default under, any agreement to which it is a party or by which it is bound.
(b) The Second Party hereby represents and warrants to the First Party that:
(I) It will provide the Goods/Services/both in compliance with the provisions of this Agreement.
(II) It will act in good faith and use reasonable skill and care in the provision of the Goods/Services/both under this Agreement.
(III) It will comply with all Applicable Laws in the provision of the Goods/Services/both.
(IV) It has all requisite corporate and other approvals, licenses and permits from relevant governmental authorities to provide the Goods/Services/both.
7. TERMS AND CONDITIONS
(a) This Agreement shall commence on such date as specified in the Annexures and continue to be in full force and effect till such date as specified in the Annexures ("Term"), unless terminated as specified below. This Agreement shall automatically renew and continue in full force and effect for such successive month periods as specified in the Annexures (each such successive period,
"Renewal Term") unless written notice of termination is given by either Party not less than 30 days prior to the end of any such Term.
(b) This Agreement may be terminated as follows:
(I) By either Party upon providing a 30-day prior written notice to the other Party; or
(II) Immediately by the First Party, in the event a material breach of any provision hereof is committed by the Second Party, by providing written notice to the Second Party with reasons of termination stated thereunder; or
(c) Notwithstanding anything to the contrary, provisions in respect of Dispute Resolution, Indemnity, Limitation of Liability and the other provisions of this Agreement which are expressly or impliedly intended to survive the expiration or termination of this Agreement, shall survive the expiration of the Term or any termination of this Agreement.
8. OWNERSHIP OF INTELLECTUAL PROPERTY
(a) First Party shall retain all right, title and interest in and to the First Party's intellectual property and no right, title or interest therein is transferred or granted to the Second Party under this Agreement except for use in providing/performing the Goods/Services/both hereunder and for no other purpose.
(b) In connection with the provision of the Goods/Services/both, the Second Party may generate, create, write or produce literary works or other works of authorship including, but not limited to, manuals, training materials, reports, advice, methodologies, code, test data, analyses, studies, research and documentation (hereinafter referred to as "Work Product").
(c) The Work Product and copyright and all Intellectual Property rights in and to such Work Product created and provided by the Second Party to the First Party pursuant to this Agreement shall be owned by the First Party.
9. INDEMINITY
The Second Party agrees and undertakes to indemnify and to hold harmless the First Party and other parties as determined by the First Party, Company affiliates, successors, agents, assigns, and each of their directors, officers, employees, associates, agents, and representatives from and against any losses, damages, liability, claims, costs, penalty and expenses (including, without
limitation, reasonable attorneys’ fees) incurred by reason of
(i) any breach or alleged breach by the Second Party of its obligations, responsibilities, representations, or warranties under the Agreement and/or other terms & conditions as specified by the First Party from time to time.
(ii) breach of any service level commitments.
(iii) any infringement or unauthorized use of intellectual property rights of the First Party.
(iv) any breach of the confidentiality obligations of the Second Party under this Agreement
and/or other terms & conditions as specified by the First Party from time to time.
(v) any violation of the applicable law, applicable license required to deliver and perform
the Goods/Services/both.
(vi) any violation of the First Party’s Company policies as amended from time to time.
(vii) any harm to the reputation and goodwill of the First Party directly attributable to the
Second Party.
(viii) damage, unauthorized use or loss of the any property of the First Party.
(ix) death, fraud, theft, misconduct, negligence or deficiency of goods/services/both by the Second Party; any negligent act or omission committed in the course of providing goods/services/both hereunder, or any misrepresentation made during the course of
providing goods/services/both hereunder.
(x) civil or criminal offense under the law.
(xi) failure of the Second Party to make tax payments in accordance with applicable laws.
10. SEVERABILITY
If any provision of this Agreement shall for any reason be held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision thereof, and this Agreement shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein. Any invalid or unenforceable provision of this Agreement shall be replaced with a provision that is valid and enforceable and most nearly gives effect to the original intent of the invalid/unenforceable provision.
11. ENTIRE AGREEMENT
This Agreement constitutes the entire agreement and understanding of the Parties with respect to
the subject matter hereof and supersedes any and all prior negotiations, correspondence,
agreements, understandings duties or obligations between the Parties with respect to the subject
matter hereof.
12. SURVIVAL
Notwithstanding anything to the contrary, provisions in respect of Dispute Resolution, Indemnity,
Limitation of Liability and the other provisions of this Agreement which are expressly or impliedly
intended to survive the expiration or termination of this Agreement, shall survive the expiration of
the Term or any termination of this Agreement.
13. AMENDMENTS
Any change, alteration, amendment, or modification to this Agreement must be in writing and
signed by authorized representatives of both the Parties.
14. DISPUTE RESOLUTION
Any disputes arising out of this Agreement shall, as far as possible, be settled amicably between the
Parties hereto failing which the following shall apply:
a. If any dispute arises between the First Party and the Second Party, in connection with, or arising
out of, this Agreement, the dispute shall first be referred to arbitration under the provisions of
the Arbitration and Conciliation Act, 1996 to be adjudicated by a sole arbitrator to be appointed
by the First Party. The seat of the said arbitration shall be held in New Delhi, the proceedings of
which shall be in the English language only. The arbitrator’s award shall be final and binding on
the Parties.
b. The Agreement shall be governed by the laws of the Republic of India and the Courts of New
Delhi shall have exclusive jurisdiction over any dispute, differences or claims arising out of this
Agreement.
c. If the Second Party employs attorneys to enforce any rights arising out of or relating to this
Agreement, the First Party shall be entitled to recover reasonable costs and attorneys’ fees.
15. INDEPENDENT PARTIES
Nothing contained or implied in this letter creates a joint venture or partnership between the
Parties or makes one party the agent or legal representative of the other party for any purpose.
16. EXCLUSIVITY
For a period as specified under Annexures, the Second Party shall not enter into discussions with
third parties for transactions which are similar to the Goods/Services/both being provided under
this Agreement to the First Party.
17. ASSIGNMENT
This agreement shall not be assignable by any Party without prior written consent of the other party.