Legal Terms:

1. Kindly note that any changes regarding this tax invoice needs to be communicated within 7 days by email. After 7 days, the invoice will be considered accepted by the customer and will not be changed.

2. Company liability is only up-to the value of the invoice.

3. Acceptance of Invoice is Acceptance of Service Levels Agreed.

4. All contents, data, input Files, Copies, Products are fully and duly verified by the receiver of this invoice.

5. We are covered under MSME Act 2006, hence, as per this law, if the above invoice is not paid within the due date, notwithstanding anything contained in the agreement, you will be liable to pay compound interest with monthly rests at three times the bank rate notified by the Reserve bank.

6. The buyer shall be responsible for the payment of GST and all other duties/taxes as applicable to the sale. If at any time before or after receipt of Cloud Services by the Buyer, any duty / tariff / tax or charge of whatsoever nature is imposed / increased by the Government of India, the State Government, or any other statutory authority with retrospective effect, then the buyer shall be liable to reimburse the seller the difference in the tax to the extent of such increase in respect of the supplies made prior to such change to the extent of the new imposition or increase thereof.

7. The contract is subject to force majeure events, which include but are not limited to acts of God, fire, flood, war, public disasters, strikes, governmental enactments, rules or regulations, or any other cause beyond the seller’s control. The seller shall not be liable for delay in providing cloud services or any product supply on account of such force majeure events. The buyer shall not be entitled to any compensation, damages, or loss under any circumstances, even if the seller is advised of such a possibility earlier, whether or not the time is the essence of the contract.

8. The buyer shall provide necessary certificates against all statutory deductions made out of the payments paid to the seller within ninety (90) days before the end of the quarter, failing which the seller shall have the legal right to raise a separate invoice for the buyer against the amount so deducted. Any amount deducted shall be the liability of the buyer.

General terms.

1. Cloud services shall mean cloud software as a service (SaaS), cloud platform as a service (PaaS) and cloud infrastructure as a service (IaaS) as subscribed by the buyer, as the case may be, invoiced by the seller, and governed by these terms.

2. The terms herein are the binding contract between the seller and the buyer, and all orders placed by the buyer with the seller shall be subject to the terms and conditions herein below. These terms shall prevail over all previous, contemporary communications exchanged between the parties, whether or not in writing, including the terms and conditions of invoices under which the cloud services were sold to the buyer prior to the date hereof or the buyer’s purchase order terms. The buyer shall not be entitled to vary, amend, add, or alter any of these conditions.

3. Every invoice shall be a binding contract between the seller and buyer on a principal dealing basis and shall be deemed conclusive upon acceptance of the cloud services by/on behalf of the buyer. The buyer shall not, in any event, be deemed or construed to be an agent, contractor, or representative of the seller.

4. The buyer shall ensure that the buyer and its customers comply with all anti-corruption laws, including but not limited to FCPA, UK Bribery Act, the Prevention of Corruption Act, or any other country specific laws as applicable.

5. All payments for the cloud services or products shall be made by the buyer to the seller’s account. The buyer irrevocably undertakes not to hold payments due to the seller on account of a dispute between the buyer and the cloud service provider or a third party, for whatever reason. The buyer shall pay interest @ 24% per annum, or the maximum interest allowed under applicable laws, for payments made beyond the due date until the date of realization, along with the applicable taxes and penalties.

6. All bank charges in respect of the payment (including collection or cheque bouncing charges, return charges pursuant to dishonor of standing instructions), stamp duty on bills of exchange, and hundies, wherever applicable, shall be paid by the buyer under this invoice with GST as applicable to the account of the buyer. The seller shall not be liable for any loss or theft of bank drafts, cheques etc. in transit.

7. The buyer shall ensure compliance with all applicable local laws relating to its business as well as other applicable foreign laws, including the respective cloud service provider terms, with respect to the cloud services availed by the buyer. The buyer shall also ensure that the buyer’s customers / end users comply with the above requirement. It is the responsibility of the buyer to ascertain the respective cloud service provider terms on their own for the purpose of compliance and shall inform their customers and end users of this requirement. The seller shall in no event be liable for an act of ignorance of applicable law by the buyer or its customers.

8. The seller shall not be responsible for any wrong or misrepresentation made by the buyer in respect of the cloud services. The total cumulative liability of the seller to the buyer, its customers, or any third party under any circumstances shall not exceed the amount of the particular invoice giving rise to such a claim. The seller shall not be liable for any direct, indirect, special, or consequential damages, even if advised of such possibilities earlier.