Payment terms
Invoices shall be submitted monthly by the Company for payment by Client. If Client has any valid reason for disputing any portion of an invoice, Client shall so notify the Company within seven (7) calendar days of receipt of invoice by Client, and if no such notification is given, the invoice shall be deemed valid. The portion of the Company’s invoice that is not in dispute shall be paid in accordance with the procedures set forth herein. Payment is due upon receipt and is past due Fifteen (15) business days from receipt of invoice. A finance charge of 1.5% per month or part of the month on the unpaid amount of an invoice, or the maximum amount allowed by law, shall be charged on past due accounts. Payments by Client shall thereafter be applied first to accrued interest and then to the principal unpaid balance. Any legal fees, court costs, or other costs incurred in collection of delinquent accounts shall be paid by Client. If payment of invoices is not received within 15 days of invoice date, the Company reserves the right to suspend further work.
Taxes
Amounts payable pursuant to this Agreement are inclusive of taxes in India. The Company hereby indemnifies the Client for all taxes or other statutory duties, levies or any other charges imposed in India in connection with the Services.
Warranties
The Company warrants that the Services shall be performed by qualified personnel possessing competency in the relevant field and shall conform to the Client’s requirement hereunder;
neither any deliverable, information or material, nor the performance of the Services by the Company infringe or violate the rights of any third party and the Client shall receive free and clear title to all deliverable, information or material prepared under this Agreement; the Client shall have the right to use for its own purposes any deliverable, information or material provided to the Client under this Agreement without any restriction, liability or obligation; at the time of delivery, each deliverable shall conform to its specifications and the Client’s requirements and for fifteen (15) days following the Client’s acceptance, the Company shall correct at no extra cost to the Client, any defect, or non-conformity that prevents such deliverable from conforming and performing as warranted.
General data security requirements
The Company warrants that it will meet, at a minimum, the Data Security policies and procedures as detailed in Appendix – 2 of the international data transfer agreement being entered separately with the client. The Company will keep detailed, accurate and up-to-date written records regarding any processing of Personal Data it carries out for the Client, including but not limited to, the access, control and security of the Personal Data, approved subcontractors and affiliates, the processing purposes, categories of processing, any transfers of personal data to a third country and related safeguards, and a general description of the technical and organisational security measures implemented (“Records”). The Company will ensure that the Records are sufficient to enable the Client to verify the Company’s compliance with its obligations under this Agreement and the Company will provide the Client with copies of the Records upon request.
Confidentiality & Ownership
The Company recognises and acknowledges that the Client possesses certain confidential information that constitutes, special, and unique assets. As used herein, the term “confidential information” includes all information and materials belonging to, used by, or in the possession of the Client or of its own clients relating to its products, processes, services, technology, inventions, patents, ideas, contracts, financial information, developments, business strategies, pricing, current and prospective customers, marketing plans, and trade secrets of every kind and character. The Company agrees that all such confidential information is and shall continue to be the exclusive property of the Client, whether prepared in whole or in part by the Company and whether or not disclosed to or entrusted to the Company’s custody. The Company agrees not to use or discloses in any manner any confidential information of the Client or of its own clients, at any time following the execution of this Agreement. The Company shall ensure that all employees involved in handling Personal Data have undertaken proper training on all applicable privacy and data protection laws, including the General Data Protection Regulation ((EU) 2016/679) and any applicable national implementing laws, regulations and secondary legislation in England and Wales (“Data Protection Legislation”), and how it applies to their duties.
The access/ right to access to all files and records utilised by the Company in performing the Services under this Agreement shall be immediately returned to the Client by the Company on any termination of this Agreement, whether any dispute exists between the Client and the Company at, regarding, and/or following the termination of this Agreement.
The Company agrees that the names and addresses of the Client’s clients constitute trade secrets of the Client and that the sale or unauthorised use or disclosure of any of the Client’s trade secrets obtained by the Company during the term of this Agreement constitutes unfair competition. The Company agrees and promises not to engage in any unfair competition with the Client. The Company shall never directly or indirectly make known to any person, firm or corporation the names or addresses of any of the customers of Client or any other information pertaining to them, or call on or solicit or take away, or attempt to call on, solicit or take away any of the customers of the Client.
Indemnity
The Company shall indemnify The Client for direct damage to or loss of property caused to the client for any gross negligence made by the Company during the course of engagement with the Client. The Company agrees to indemnify, keep indemnified and defend at its own expense the Client against all costs, claims, damages or expenses incurred by the Client or for which the Client may become liable due to any failure by the Company or its employees, subcontractors or agents to comply with any of its obligations under this Agreement, the International Data Transfer Agreement (the “IDTA”) entered into by the parties on or around the date of this Agreement or the Data Protection Legislation. Any limitation of liability set forth in this Agreement, the IDTA or any other agreement entered into between the parties will not apply to this Agreement’s indemnity or reimbursement obligations.
Data protection – Legislatory compliance
Separate data transfer agreement has been entered between the client & the company to give effect of Legislatory compliance as required under GDPR.
Disputes
The Company and the Client recognise that any disputes arising from this Agreement are best resolved at the working level by the parties directly involved. Both parties agree to exert their best endeavors to resolve any dispute which may arise at working level. Failing resolution of dispute at working level, the Company and Client agree that any conflicts arising from this Contract shall be submitted to mediation by an independent third party. If the parties are unable to agree on an independent mediator, they shall request the president for the time being of the Institute of Chartered Accountants in England and Wales to nominate a mediator and that choice shall be binding on both parties. If the dispute is not resolved through non-binding mediation, then the parties may take other appropriate action subject to the other terms of this Agreement. All disputes are subject to local jurisdiction of the Company.
Termination
Termination of this Agreement may be initiated by either party:-
a) In the event of irreconcilable dispute making the future of this Agreement untenable after clearing any outstanding dues in relation to this Agreement and giving 30 (Thirty) days’ notice to the other party.
b) The Company’s failure to comply with the terms of the IDTA or any Data Protection Legislation is a material breach of this Agreement. In such event, the Client may terminate this Agreement effective immediately on written notice to the Company without further liability or obligation.
c) In any other event by either party giving 90 days’ notice to the other party.