Terms And Conditions

For Software Development and Consulting services

This Service Agreement (“Agreement”) shall apply and govern the Statement of Work(s), Quotation, project, letter of intent or any other document (“SOW”) executed between Glowsis Technologies Private Limited or any of its affiliates [specifically identified in the SOW] (“Consultant/Consultant”) and Customer, for the purpose of providing professional services (“Services”) or deliverables (“Deliverable”) for software development and consulting.

Payments

Payment will be made by Customer within 5 days upon receipt of an invoice. In the event there is a delay in payment for more than 3 days from the due date, the Customer 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. Consultant shall be relieved of its obligations under this Agreement in the event of non-payment of the Fees or expenses due and shall retain the rights in the Services for which the amount is outstanding. Consultant will provide the Hardware and Software as part of its Quotation if required while providing the offshore Services from Consultant’s location(s) in India. Contractor’s relationship with Company is that of an independent contractor, and nothing in this Agreement will be construed to create a joint partnership, joint venture, agency, or employer-employee relationship.

Approval Process

Customer will have Three (3) days following the Registration of Organisation in the Glowsis ERP Azure Servers or Deliverable (“Acceptance Period”), to complete acceptance tests as per acceptance criteria agreed in the SOW (“Acceptance Criteria”). 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 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.

Cancellation For Default

Glowsis Technologies Private Limited may, upon written (Electronically by Email etc) notice to Buyer, cancel any or all Buyer Purchase Orders effective immediately if: (i) Buyer fails to perform any material obligations and such failure is not remedied within fifteen (15) calendar days after notice has been given; (ii) Buyer fails to complete payments for purchases in accordance with the terms stated herein; (iii) Buyer: ceases doing business as a going concern; makes an assignment for the benefit of creditors; is unable to pay its debts as they become due; files a voluntary petition in bankruptcy; is adjudicated to be a bankrupt or insolvent debtor; files a petition seeking for itself any reorganization; or consents or acquiesces in the appointment of a trustee, receiver or liquidator; or (iv) any proceeding seeking involuntary reorganization, or similar relief is filed against Buyer which is not dismissed within thirty (30) days after filing, or if any trustee, receiver or liquidator of Buyer or any substantial part of its business assets or properties is appointed without Glowsis Technologies Private Limited’s consent or acquiescence and such appointment is not vacated within thirty (30) days after such appointment. Any cancellation pursuant to this clause will be in addition to and not in lieu of any other remedies available to without Glowsis Technologies Private Limited at law or in equity.

Publicity And Use Of General Digital Software Services Marks

Buyer shall not release any publicity, advertisement, or news release regarding any contract, subcontract or purchase order with Glowsis Technologies Private Limited without Glowsis Technologies Private Limited’s express written consent. Buyer shall not use any Glowsis Technologies Private Limited trade/service marks or trade names (“collectively “marks”) for any purpose whatsoever without the express written consent of Glowsis Technologies Private Limited, except as expressly permitted by the rules of use set forth in Glowsis Technologies Private Limited’s website.

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.

License Agreements

Notwithstanding anything to the contrary herein, to the extent the Services are delivered with a Glowsis Technologies Private Limited or Third-Party Product license agreement(s) (the "License Agreement(s)"), the terms and conditions of such License Agreement(s) shall apply in addition to the terms and conditions set forth herein. To the extent there is a conflict between the terms and conditions of such License Agreement(s) and those set forth herein, the term or condition set forth in the License Agreement(s) shall govern in all cases. Nothing herein shall be construed to grant any rights or license to use any Product or other intellectual property in any manner or for any purpose not expressly permitted by the License Agreement.

Assignment

Glowsis Technologies Private Limited may freely assign or pledge the payments due (and the documentation supporting such payment obligation) from Buyer under the applicable Purchase Order, and may assign all of its other rights and obligations by giving Buyer written notice thereof but without being obligated to obtain Buyer's consent prior thereto. In the event of an assignment, Glowsis Technologies Private Limited shall be discharged of any further liability pursuant to the affected Purchase Orders. Buyer may not assign its rights or delegate its obligations under any or all of its Purchase Orders unless Glowsis Technologies Private Limited’s written consent is obtained prior thereto and any such assignment without such consent shall be void.

Severability

If any provision of these terms and conditions is held by a court, government agency or other legal authority of competent jurisdiction to be invalid, illegal or unenforceable, such invalidity, illegality or unenforceability shall not invalidate, void or render unenforceable any other portion of these terms and conditions.

Limitation Of Liability

Glowsis Technologies Privte Limited is not liable for any losses to the customer under this Agreement (whether in contract, tort (including negligence)). 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 AMC 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, the Glowsis Technologies Private Limited 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 Five (5) years thereafter, neither party will directly or indirectly recruit, solicit or induce any personnel, Consultant or advisor of the 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

Glowsis Technologies Private Limited 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 State of Kerala, India. All disputes, differences, claims and demands arising under or pursuant to this Agreement shall be referred to arbitration and shall be adjudicated in accordance with the Jurisdiction of Calicut Courts.

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 Glowsis Technologies Private Limited 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