Terms & Conditions

This Service Provider Agreement is made and entered as of 28-06-2023.

BETWEEN

“END CUSTOMER” Who required Cybersecurity, Home Automation, Industrial Automation service or AI & ML Software deployment from KerTech IT Solutions

And

KerTech IT Solutions a Company/ firm, situated at Kurla (hereinafter referred to as the “Service Provider” which expression shall unless repugnant to the context hereof, be deemed to mean and include its successors and assigns) party of the second.

Both END CUSTOMER and the Service Provider are also referred to individually as “party” and collectively as “parties”.

WHEREAS the Service Provider is desirous of providing its professional services in accordance with the requirements of END CUSTOMER.

AND WHEREAS END CUSTOMER and the Service Provider duly represent and warrant that the parties have the legal right and competence to enter into this Agreement and fulfil the obligations listed herein.

NOW THEREFORE IN CONSIDERATION OF MUTUAL PROMISES, IT IS HEREBY AGREED BETWEEN THE END CUSTOMER AND THE SERVICE PROVIDER KERTECH IT SOLUTIONS:

1) GOVERNING LAW: This Agreement shall be construed and enforced in accordance with, and governed by the laws of Republic of India, and within the exclusive jurisdiction of courts in Delhi unless agreed otherwise in writing by parties without regard to its choice of law /rules.

2) SCOPE OF SERVICES: The Service Provider shall provide the services as set out in the Purchase Order issued by END CUSTOMER to the Service Provider which shall be read in conjunction with this Agreement. The placement of the Purchase Order with the Service Provider is expressly conditioned on the Service Providers acceptance of the terms contained in this Agreement. Any additional or different terms or conditions in any communication from the Service Provider are expressly objected to and are not effective or binding unless the END CUSTOMER agrees to the same in writing. Each Purchase Order terminates sixty (60) days after the Delivery Date, except as set forth herein or as END CUSTOMER shall notify the Service Provider in writing. The Purchase Order Number shall be shown on all invoices, communications and other similar documents.

3)  PRICE: The prices stated in the Purchase Order are complete; the Service Provider shall add no additional charges changes will be made as per the communication between the service provider and end customer no further changes will be made once the PO is released and accepted. The Service Provider warrants that the prices charged are competitive with prevailing market rates and do not exceed prices charged to other customers for a similar quantity and quality of Services. The Service Provider shall specify all applicable costs, including taxes, duty, export and transportation fees and other charges on its invoice as separate items, and shall bear such costs as part of total Price charged. If the Service Provider’s travel reimbursement shall be made under this Agreement, then the Service Provider shall follow END CUSTOMER’s travel policies and be subject to END CUSTOMERs per diem rates.

Invoices in duplicate are required. END CUSTOMER will pay the Service Provider as specified in the Purchase Order, including pursuant to any discount terms; if no time of payment is indicated, payment shall be made no later than thirty (30) days after the later of: END CUSTOMER’s availing of the Services or END CUSTOMER’s receipt of the relevant invoice for proper performance. The Service Provider shall be paid full compensation for services properly performed subsequent to the termination date and handing over of materials relating thereto approved by END CUSTOMER, such as work-in-progress, plans, drawings, and specifications; and subject to the Service Provider returning all END CUSTOMER property, advances and other related materials in the possession of Service Provider to the satisfaction of END CUSTOMER.

The title shall vest in END CUSTOMER for any such materials for which END CUSTOMER has paid the Service Provider in accordance with this Agreement. Any adjustments in the Service Provider’s invoices due to shortages, late deliveries, rejection or other failure to comply with the requirements of this Agreement and/or Purchase Order including any agreed penalty for the same may, at END CUSTOMER’s option, be made by END CUSTOMER before payment; but failure to do so shall not deprive END CUSTOMER of the right to do so later. END CUSTOMER may withhold ten percent (10%) from payment of the final invoice to ensure that all Services conform to this Agreement and Purchase Order and all necessary documentation has been properly received.

4) QUALITY: The Service Provider warrants that the Services are (a) free of all deficiencies and defects (b) all materials created for END CUSTOMER in accordance with this Agreement and Purchase Order [other than materials preexisting this Agreement and prepared for other customers] shall be original work, shall be deemed work for hire and shall not infringe the rights of any third parties, and (c) are free of any lien or encumbrance. The Service Provider warrants that it shall vest all title and rights to the Services in END CUSTOMER and provide END CUSTOMER any documentation that END CUSTOMER may request relating to its ownership of the work. If no quality is specified in this Agreement and/or Purchase Order, then the Services delivered must be of the best quality as recognized by market standards and conforming to or exceeding all specifications provided by the Service Provider.

5) CONDUCT: The Service Provider undertakes to avoid exploitation of child labor and shall not discriminate since race, ethnicity, religion, gender, disability with respect to the Services provided to END CUSTOMER either at its premises or otherwise. The Service Provider shall comply with: 

(a) the office and security policies and directives of END CUSTOMER; 

(b) END CUSTOMER’s policy prohibiting harassment and discrimination; and

(c) such other polices as END CUSTOMER may make known to the Service Provider. The parties are independent contractors of each other, and:

(a) each party is responsible for all payments relating to its Services, including without limitation, social security, income tax withholding, and insurance;

(b) both parties are solely responsible to comply with all statutory provisions pertaining to their own employees and resources;

(c) neither party is an agent of the other, has the authority to enter into any contract or obligation on behalf of the other party; and

(d) nothing herein shall create an employer/employee relationship, partnership or joint venture between the parties, or between one party and any employee of the other.

ANTI CORRUPTION: The Service Provider shall comply with all laws and regulations applicable to its performance hereunder. The Service Provider and its employees shall maintain and comply with a written code of conduct that prohibits giving anything of value, directly or indirectly, to any person or entity, including government officials or END CUSTOMER staff, in the form of a bribe or kickback; establishes appropriate limitations.

1) TIMELY DELIVERY OF SERVICE: Time is of the essence and delivery of Services shall be strictly in accordance with this Agreement and the Purchase Order. Delay in providing Service or otherwise, for whatsoever reason shall be reported immediately to END CUSTOMER, and the Purchase Order payment shall be subject to a late arrival penalty. Partial performance of Service may not be accepted; immediately inform and communicate with END CUSTOMER in advance if a partial performance of Service is requested.

2) ASSIGNMENT AND SUB-CONTRACTING: The Service Provider shall not assign its responsibilities under this Agreement and/ or Purchase Order to any third party, without prior written permission from END CUSTOMER. Similarly, the Service Provider shall not sub-contract the Services it is required to provide under this Agreement and/ or Purchase Order to a third party, without receiving prior written permission from END CUSTOMER. Further, if END CUSTOMER does grant the Service Provider to sub-contract the Services to be performed under this Agreement and/or Purchase Order or part thereof, then the said sub-contractor must be apprised and bound by the same covenants as are mentioned in this Agreement and the Purchase Order issued to the Service Provider.

3) INSPECTION AND ACCEPTANCE: All Services shall be subject to END CUSTOMER audit and inspection; and, if applicable, test at any time and place. The Service Provider will make available to END CUSTOMER copies of applicable drawings, specifications, and processes and shall promptly provide END CUSTOMER any resulting certificates to establish bona fides. Further, all Services are subject to final inspection and acceptance by END CUSTOMER notwithstanding any payment or other prior inspections. END CUSTOMER may reject and/or stop all Services not conforming to this Agreement and/or the Purchase Order or other applicable specifications, descriptions or requirements of END CUSTOMER.

4) DEFICIENCY IN SERVICE: If any Services are found to be deficient or otherwise does not conform to this Agreement and/or Purchase Order, then END CUSTOMER may: 

(a) require the Service Provider to remedy and rectify the deficiency at the Service Provider’s cost any such non-conforming Services within 10 days of notification for the same;

(b) require the Service Provider to refund the price of any such Services within 15 days of notification for the same; or

(c) opt to retain the said deficiency in Service with an appropriate price reduction to offset END CUSTOMER’s costs of making correction(s). Nothing, including any final inspection, shall relieve the Service Provider from its responsibility to correct or remedy the defective Services as a result of fraud, recklessness or latent defects. All these are without prejudice to any other remedies available to END CUSTOMER under the law.

5) CANCELLATION AND DEFAULT: In addition to any other remedies available, END CUSTOMER may cancel/terminate this Agreement and/or Purchase Order, in whole or in part, at any time by written notice to the Service Provider, including without limitation in any of the following circumstances:

(a) The Service Provider fails to provide the Services as specified herein;

(b) in END CUSTOMER’s good faith judgment, the Service provider failed to perform, or jeopardized performance of, this Agreement and/or Purchase Order in compliance with its terms, and failed to cure such failure within ten (10) days after notice from END CUSTOMER;

(c) The Service Provider files for bankruptcy, reorganization, readjustment of debt or has insolvency proceedings instituted against it under law of any jurisdiction. On receipt of such notice, the Service Provider shall discontinue all work, cancel all pending orders and terminate any subcontracts relating to the Services to be provided under this Agreement and/or Purchase Order. Upon such termination, full and complete settlement of all Service Provider’s claims shall be made as follows:

a) The Service Provider shall be paid for the Services conforming to this Agreement and Purchase Order till the date of termination; and

b) title shall vest in END CUSTOMER for all such Services for which END CUSTOMER has paid.

6) CHANGES: Changes or amendments to this Agreement and/or Purchase Order may only be made by the END CUSTOMER by its written authorization. END CUSTOMER shall communicate the desired changes by written communication prior to availing of the Services. If any such change by END CUSTOMER affects the cost or delivery schedules as mentioned in this Agreement and/or Purchase Order, an equitable adjustment shall be made, provided the Service Provider makes a written claim therefore, within thirty (30) days from the date of END CUSTOMER’s communication of the change.

7) INDEMNIFICATION: The Service Provider shall indemnify and hold harmless END CUSTOMER and its related entities from and against any claims, losses, damages, expenses, penalties, causes of action or liabilities arising from:

(a) the Service Provider’s breach of any obligations or warranties hereunder, or violation of trade secrets, patent, trademark or other intellectual property rights, or 

(b) any other acts or omissions of the Service provider, its agents, employees, sub-contractors, or guests, relating to this Agreement and/or Purchase Order. In no event shall the END CUSTOMER be liable for the Service Provider’s lost profits or consequential or incidental damages. Any action by the Service Provider against END CUSTOMER arising in connection with this Agreement and/or Purchase Order must be commenced within one

(1) year from the date the cause of action accrued; or else the same shall be deemed to be waived.

8) CONFIDENTIALITY: During the term of this Agreement and subsequent to its termination, except as specifically set forth herein to perform the terms of this Agreement, neither party shall disclose any confidential information of the other party to any third-party or make use of such confidential information for its own purposes without the owner’s prior written consent. Confidential information shall mean any information (written, oral or observed) relating to:

(a) donors or potential donors;

(b) operations and private contacts;

(c) END CUSTOMER employees;

(d) business or strategic plans;

(e) finances; or

(f) a relationship with any governmental entity; and shall also include information specifically designated confidential by the owner or that the disclosing party knows or reasonably should know is not public. Confidential information does not include any information generally known to the public or readily obtainable from public sources. Further, confidential information may be disclosed to government authorities if the disclosure is required by law and the disclosing party has provided the owner notice and, if practicable, a reasonable opportunity to defend against such disclosure. Upon the termination or expiration of this Agreement, both parties shall destroy or return such information of the other party in its possession, including copies and notes, and in the case of destruction, at the owner’s request shall certify to such destruction. Neither party shall use the other party’s name or marks in any form of publicity or publicly disclose information relating to its Services without the other party’s prior written consent. Neither party shall publicly disparage the other.

9) COMPLIANCE WITH LAW AND DISPUTES: The Service Provider shall comply with all laws, regulations, and orders applicable to its performance hereunder. The parties shall first try to resolve any controversy or claim arising out of or relating to this Agreement and/or Purchase Order, or the breach or alleged breach thereof, by good faith negotiation among senior managers unrelated to the dispute, and failing that, by arbitration. The parties shall select a mutually acceptable arbitrator and work in good faith with the arbitrator to resolve the dispute. The location of the arbitration shall be New Delhi, India. To the extent permitted by law, the arbitrator’s decision shall be final and binding and may be entered into by any court having competent jurisdiction.

The Service Provider shall keep complete and accurate records that provide a basis for its invoices hereunder. During the term hereof and for three (3) years thereafter, END CUSTOMER, and its Donor(s), if applicable, or their agents, may inspect and make extracts from such records, provided   that END CUSTOMER/Donor gives the Service Provider at least seven (7) days prior written notice.

  1. Use of Services
  1. You agree to use our Services only for lawful purposes and in compliance with applicable laws and regulations.
  2. You may not engage in any activity that may disrupt or interfere with the functioning of our Services or compromise the security of our systems.
  3. You are responsible for maintaining the confidential
  1. Privacy
  1. We respect your privacy and handle your personal information in accordance with our Privacy Policy. By using our Services, you consent to the collection, use, and disclosure of your information as described in our Privacy Policy.
  2. You acknowledge that the security of information transmitted over the internet cannot be guaranteed, and we are not responsible for any unauthorized access to or disclosure of your information.
  1. Limitation of Liability
  1. To the maximum extent permitted by law, we shall not be liable for any direct, indirect, incidental, special, consequential, or exemplary damages arising out of or in connection with your use of our Services.
  2. We make no warranties or representations regarding the accuracy, reliability, availability, or suitability of our Services. We disclaim all warranties, express or implied, including but not limited to warranties of merchantability, fitness for a particular purpose, and non-infringement.
  1. Indemnification

You agree to indemnify and hold us harmless from any claims, losses, liabilities, damages, costs, and expenses (including legal fees) arising out of or in connection with your use of our Services or any violation of this Agreement.

  1. Termination

We may terminate or suspend your access to our Services at any time, without prior notice or liability, for any reason, including but not limited to your breach of this Agreement. Upon termination, your right to use our Services will immediately cease.

  1. Modifications

We reserve the right to modify or update this Agreement at any time. The most current version will be posted on our website. Your continued use of our Services after any modifications to this Agreement constitutes your acceptance of such changes.

  1. Governing Law and Jurisdiction

This Agreement shall be governed by and construed in accordance with the laws of  Jurisdiction . Any disputes arising out of or in connection with this Agreement shall be subject to the exclusive jurisdiction of the courts of Jurisdiction.

By using our Services, you acknowledge that you have read, understood, and agree to be bound by these Terms and Conditions. If you have any questions or concerns, please contact us at [email protected]