Terms and Conditions

This Service Agreement (“Agreement”) shall apply and govern the Statement of Work(s), project, letter of intent, or any other document (“SOW”) executed between Highsky IT Solutions Limited or any of its affiliates and Customer, for the purpose of providing professional services (“Services”) or deliverables (“Deliverable”).

Payments:

Payment will be made by the Customer within 15 days of receipt of an invoice. In the event there is a delay in payment for more than 5 days from the due date, the Customer shall be liable to pay an interest of 1.5% per month or the maximum permitted by applicable law, whichever is less, on the delayed payments from the due date of payment.

Approval Process:

Customer will have seven (7) days following receipt of the Services or Deliverable (“Acceptance Period”), to complete acceptance tests as per acceptance criteria agreed upon while signing up a contract. If no notice of non-conformance to Acceptance Criteria is reported during Acceptance Period, Deliverables or Services are deemed accepted by the Customer.

Confidentiality:

Confidential information shall mean any information disclosed by one party to the other party, in any form including without limitation documents, business plans, source code, software, technical/ financial/ marketing/ customer/ business information, specifications, analysis, designs, drawings, data, computer programs, any information relating to personnel or Affiliates of a party and include information disclosed by third parties at the direction of a Disclosing Party and marked as confidential within 15 days of such disclosure. Confidential Information shall however, exclude any information which (i) is/ was publicly known or comes into the public domain; (ii) is received by the Receiving Party from a third party, without breach of this Agreement; (iii) was already in the possession of Receiving Party, without confidentiality restrictions, at the time of disclosure by the Disclosing Party; (iv) is permitted for disclosure by the Disclosing Party in writing; (v) independently developed by the Receiving Party without the use of Confidential Information; (vi) is required to be disclosed by the Receiving Party pursuant to any order or requirement from court, administrative or governmental agency, provided that the Receiving Party shall give the Disclosing Party prompt written notice of such order or requirement and an opportunity to contest or seek an appropriate protective order. The Receiving Party agrees not to use any Confidential Information for any purpose except for conducting business with the Disclosing Party or otherwise agreed in writing.

Warranties:

Except as expressly stated in this Agreement, the parties disclaim all warranties of any kind, implied, statutory, or in any communication between them, including without limitation, the implied warranties of merchantability, non-infringement, title, and fitness for a particular purpose.

Limitation of Liability:

The total liability of the parties under this Agreement (whether in contract, tort (including negligence)) shall not exceed the fees paid to us hereunder. The parties disclaim any indirect, special, consequential or incidental damages or loss of revenue or business profits, however caused, even if advised of the possibility of such damages. The foregoing limitations of liability will apply notwithstanding the failure of essential purpose of any limited remedy herein.

Termination:

Either party may terminate the Agreement upon sixty (60) days’ notice to the other party. Either party may terminate this Agreement immediately if the other party breaches the terms of this Agreement and the breach remain uncured for 30 days from the date of receipt of notice. In case of termination, we shall be paid for the Services provided on a pro-rata basis.

Non-Hire and Non-Solicitation:

During the term of this Agreement and for one (1) year thereafter, neither party will directly or indirectly recruit, solicit or induce any personnel, Consultant or advisor of the other party to terminate his or her relationship with such other party without the prior written permission of the other party.

Force Majeure:

Neither party shall be liable for any failure or delay in fulfilling the terms of this Agreement due to fire, strike, war, civil unrest, terrorist action, government regulations, act of Nature or other causes which are unavoidable and beyond the reasonable control of the party claiming force majeure. This provision shall not be construed as relieving either party from its obligation to pay any sum due to the other party.

Subcontracting:

Consultant may subcontract the services to any of its affiliates.

Governing Law and Dispute Resolution:

The terms of this Agreement shall be governed, interpreted and construed in accordance with the laws of Ahmedabad, India.

Entire Agreement:

This Agreement shall constitute the complete agreement between the parties respecting the subject matter. This Agreement may not be extended, amended, terminated, or superseded except by agreement in writing between the parties. This Agreement supersedes all previous agreements between us and the Customer, whether oral or written, regarding the subject matter hereof, standard terms and conditions of a purchase order or an invoice or any similar document whether hosted on the party’s website or otherwise, shall be ineffective. There are no intended third-party beneficiaries of this Agreement. Each Agreement may be executed in one or more counterparts (including scanned copies), all of which when signed and taken together constitute a single agreement between the parties.