TERMS AND CONDITIONS
General Terms and Conditions for the Sale of Software and Hardware and the Provision of Services by Concept Realization And IT Solutions Pvt Ltd, Bengaluru, India (hereinafter “ConceptBytes”).
1. SCOPE AND CONTRACTUAL ACKNOWLEDGEMENT OF TERMS AND CONDITIONS
- 1. 1. ConceptBytes delivers products and provides services only pursuant to the general terms and conditions set forth herein, except to the extent they are modified or rendered inapplicable by an express written agreement with ConceptBytes. These terms and conditions also apply to all future business relationships and are accepted by the customer by submission of its purchase order or, at the latest, upon receipt of ConceptBytes’s product or service.
- 1. 2. Any purported amendments to, or modifications of, ConceptBytes’s terms and conditions, including, without limitation, those which may be included in customer’s purchase order, are invalid unless expressly accepted by ConceptBytes in writing.
2. OFFERS AND AGREEMENT
- 2. 1. Quotes, contractual documentation or price lists provided by ConceptBytes are non-binding, unless expressly stated otherwise by ConceptBytes.
- 2. 2. Purchase orders submitted to ConceptBytes will become binding only if accepted by ConceptBytes in writing (order confirmation). ConceptBytes may also accept purchase orders by way of delivery and invoicing. Amendments, modifications or additional terms, which are included in ConceptBytes’s order confirmation, if any, are deemed accepted by customer if the customer does not object in writing within 5 days of receipt thereof.
- 2. 3. Drawings, images, dimensions and any other product or service descriptions are approximations only and shall not be binding unless expressly confirmed in writing.
1. SCOPE AND CONTRACTUAL ACKNOWLEDGEMENT OF TERMS AND CONDITIONS
- 1. 1 ConceptBytes delivers products and provides services only pursuant to the general terms and conditions set forth herein, except to the extent they are modified or rendered inapplicable by an express written agreement with ConceptBytes. These terms and conditions also apply to all future business relationships and are accepted by the customer by submission of its purchase order or, at the latest, upon receipt of ConceptBytes’s product or service.
- 1. 2 Any purported amendments to, or modifications of, ConceptBytes’s terms and conditions, including, without limitation, those which may be included in customer’s purchase order, are invalid unless expressly accepted by ConceptBytes in writing.
3. PRICES AND TAXES
- 3. 1. Purchase orders for products and services, for which no fixed prices are agreed in writing, shall be fulfilled at ConceptBytes’s list prices in effect on the date of delivery or service provision. Unless otherwise agreed, all prices are ex works including normal packaging (if applicable).
- 3. 2. All prices, license, service or other fees quoted by ConceptBytes are non-binding and are exclusive of customs duties, taxes or levies of any kind. Customer shall be responsible for all customs duties, taxes and levies. To the extent applicable tax laws require customer to deduct or withhold any taxes from its payment, it shall increase its payment by such an amount that, after such deduction or withholding, ConceptBytes shall receive the amount agreed to in its quote or in a written agreement between the parties.
4. SOFTWARE LICENSE
- 4. 1. Customer’s use of any software delivered or made available by ConceptBytes shall exclusively be governed by the End-User License Agreement embedded in, or shipped together with, such software. Customer undertakes to comply with the terms of this End-User License Agreement.
- 5. 1. For any software delivered, ConceptBytes warrants that, during a period of 90 days, the software shall have materially the functionality generally described in the user documentation and that the medium on which the software is shipped (if any) shall be free from material defects.
- 5. 2. ConceptBytes’s only obligation in case of any warranty claim concerning software shall be, at ConceptBytes’s choice, to either (i) remedy the defect or (ii) refund the license fee. Customer shall not have any other or additional warranty claims.
6. PAYMENT TERMS
- 6. 1. ConceptBytes may allocate any payments received to older debts first, then to costs and interest, and finally to more recent debt.
- 6. 2. Customer can make payment via any of the following modes i.e., through Cheque/DD, Debit/Credit Card and/or RTGS/NEFT transfer to the ConceptBytes as mentioned in such bill.
- 6. 3. Customer shall bear any costs of transferring the invoice amount to ConceptBytes’s bank account.
- 7. 1. ConceptBytes may assign any or all of its rights and obligations under any contracts incorporating the present terms and conditions, as well as these contracts as a whole, to its affiliated entities without customer’s consent. Moreover, ConceptBytes may assign rights and obligations as well as contracts as a whole to any third parties who acquire a part or all of ConceptBytes’s assets.
8. INDEPENDENT PARTIES
- 8. 1. The parties are independent contractors. The parties do not enter into any partnership, joint venture, or similar relationship. No party is entitled to represent the other party. Each party may only direct, supervise and manage its own personnel. One party’s employees are not part of the other party’s operational or labor organization at any time.
- 9. 1. If any part of these terms and conditions is or becomes unenforceable, the other parts shall remain unaffected thereby.
10. GOVERNING LAW AND VENUE
- 10. 1. The courts of Bengaluru, India shall be the exclusive venue for any disputes arising out of, or in connection with, these terms and conditions and any contracts incorporating them, including any disputes about their validity or enforceability. However, ConceptBytes may also file any claims before any other statutory venue.
- 2. These terms and conditions and any contracts incorporating them shall be governed by, and construed in accordance with, the laws of India.
11. ADDITIONAL TERMS AND CONDITIONS FOR PROFESSIONAL SERVICES
- 11. 1. Any services offered or provided by ConceptBytes, the following special terms and conditions shall apply:
- 11. 2. Services. ConceptBytes provides to the customer, and the customer acquires, the services described in ConceptBytes’s quote and/or detailed in a scope of work description (hereinafter „Services“). ConceptBytes shall provide the Services at the location and in accordance with the time schedule as shall be set forth in the scope of work.
- 11. 3. Fees, Expenses. Unless ConceptBytes’s quote expressly provides for a fixed fee, ConceptBytes’s fees shall be determined in accordance with its standard daily rates for the relevant consultants as the same may be in effect at the time of service provision. If ConceptBytes quotes a fixed fee, this fee shall include the costs of labor but exclude the costs of any materials or expenses. In addition, customer shall reimburse ConceptBytes’s reasonable travel expenses. ConceptBytes’s fees shall become due without requiring a formal acceptance of the Services.
- 11. 4. Limited Warranty. ConceptBytes warrants that the Services shall be provided with reasonable competence and care using qualified personnel or subcontractors. In case of breach of warranty, customer’s only remedy shall be that ConceptBytes shall undertake reasonable efforts to replace any unqualified employee or subcontractor by a qualified resource. EXCEPT AS PROVIDED IN THIS PARAGRAPH, CONCEPTBYTES DOES NOT ASSUME ANY EXPRESS OR IMPLIED WARRANTY.
- 11. 5. Ownership of Work Results. Any intellectual property rights in all work results created while performing the Services shall remain vested in ConceptBytes. Unless otherwise agreed in writing, ConceptBytes grants customer a non-exclusive, non-transferable right to use such work results as described in the scope of work, for its own internal business purposes. In no way shall this agreement limit ConceptBytes’s right to (re-)use concepts, techniques and know developed by ConceptBytes in connection with the Services.
- 11. 6. Customer Cooperation. In addition to any customer obligations which may be set forth in the scope of work, customer shall support ConceptBytes to the extent this is reasonable, necessary and useful.
- 12. 1. ConceptBytes may appoint subcontractors or third parties with the performance of any or all of the Services.
13. CONFIDENTIAL INFORMATION
- 13. 1. The relationship between the parties may allow both parties access to certain information and material owned by the other party (hereinafter „Confidential Information“) including, without limitation, business plans, customer data, technologies and products, which are of considerable value for the other party and whose value would be affected if such information were disclosed to any third parties. The parties therefore agree not to disclose Confidential Information to any third parties and to take reasonable care to protect such Confidential Information. The provisions of this paragraph shall not apply to information which is (i) publicly disclosed without any breach by the party receiving the Confidential Information, (ii) lawfully disclosed by a third party who received Confidential Information without any confidentiality restrictions, (iii) independently developed by the employees of the receiving party without access to Confidential Information, or (iv) were already known to the party receiving the Confidential Information at the time of receipt, without any restriction of the use or disclosure of such information.
14. CANCELLATION, TRANSFER, SUSPENSION & TERMINATION
- 14. 1. Customer may choose to cancel or transfer their rights under this Agreement, with a 60 day prior notice addressed to the ConceptBytes, in writing, by clearing all the Debts that are due to the ConceptBytes.
- 14. 2. ConceptBytes is entitled to suspend its Customer from utilizing the Product/s and/or terminate this Agreement, if:
- 14. 2. 1. the Customer fails to respond to a claim of infringement within a reasonable time.
- 14. 2. 2. if the Customer fails to comply with any of its obligations under this Agreement;
- 14. 2. 3. if the Customer becomes a Defaulter as per this Agreement; and/or
- 14. 2. 4. if the Customer becomes bankrupt, insolvent and/or based on an order of the Court.