For Radeus Division
These Terms of Service shall apply and govern the Statement of Work(s) (“SOW”) executed between Persistent Systems Limited or any of its affiliates [specifically identified in the SOW] (“Contractor/Consultant”) and Customer, for the purpose of providing services and deliverables from Persistent Systems’ Radeus Division:
Contractor shall raise invoices for payment of fees or expenses as per the milestones provided in the SOW. Payment of Fees under this Agreement will be made by Company to Contractor within net 30 days from the receipt of an invoice by the Company unless a different credit period is agreed in the SOW. Payment of any expenses under this Agreement shall be made promptly upon receipt of an expense report or invoice by the Company. In the event there is a delay in payment for more than 10 days from the due date, the Company shall be liable to pay an interest of 1.5% per month or maximum permitted by applicable law, whichever is less, on the delayed payments from the due date of payment. Contractor shall be relieved of its obligations under this Agreement in the event of nonpayment of the Fees or expenses due and shall retain the rights in the Services or Deliverables for which the amount is outstanding.
Company shall own all right, title and interest in and to the Deliverables. The rights, title and interest in and to the Deliverables shall be granted to the Company only upon receipt of full payment by the Contractor. To the extent that the Deliverables incorporates Contractor pre-existing intellectual property (“Contractor Pre-Existing IP”), and such Contractor Pre-Existing IP are necessarily required for the proper functioning of the Deliverables Contractor grants to Company a perpetual, non-exclusive, worldwide, transferable, royalty-free license to use such Contractor Pre-Existing IP solely along with the Deliverables.
Within seven (7) calendar days following receipt of the deliverable or such other mutually agreed period (“Deliverable”), the customer shall complete approval process in accordance with the agreed upon acceptance criteria and plan from time to time. A time chart with milestone will be submitted to customer by the supplier to track the progress of the project.
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 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 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.
The warranties explicitly specified herein are in lieu of all other 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 Contractor under the applicable SOW. 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.
The Contractor may terminate this Agreement at any time for convenience with 15 business days’ notice. Upon termination for convenience, if Contractor fails to complete the Services, Contractor shall refund the amount paid on pro-rata basis for the Services not performed by Contractor. Either party may terminate this Agreement immediately if the other party breaches the terms of this Agreement and the breach remain uncured for 15 days from the date of receipt of notice.
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, Contractor 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.
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.
Contractor may subcontract or delegate the services
Governing Law and Dispute Resolution:
- The terms of this Agreement shall be governed, interpreted and construed in accordance with the laws of India. All disputes, differences, claims and demands arising under or pursuant to this Agreement shall be conducted in English language, in accordance with the Rules of Arbitration and Conciliation Act of the Bombay Chamber of Commerce and Industry.
- 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 the Contractor and the Customer, whether oral or written, regarding subject matter hereof, standard terms and conditions of a purchase order or an invoice or any similar document whether hosted on party’s website or otherwise, shall be ineffective. There are no intended third party beneficiaries to 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.