General Terms & Conditions For Purchase Order

1. Parties
   These terms represent the Agreement that governs the purchase of products and services from the Vendor/ You by the Company / Our / We/ Us.
2. Applicable laws
   All the Vendors engaged by Us are subjected to the provisions of any law, rule, regulation, ordinance, order, treaty, judgment, notification, or other governmental directive, or any similar form of decision having the force of law and applicable to the services.
3. Service Performance
   Services are to be performed using generally recognized best commercial practices and standards. You agree that We may provide prompt notice of any such service/products concerns and You will either re-perform any service that fails to meet this standard or provide the replacement of the product or repair/rectify the relevant defect as the case may be. If no resolution is reached, We are entitled to terminate the Services at Our sole discretion along with seeking additional legal remedies.
4. Invoices and Payments
   All payments in accordance with this Agreement shall be made upon receipt of invoice from You. Both Parties hereby agree that You shall be raising an invoice in Our name. All payments shall be made to You as per payment terms days from the date of receipt of undisputed invoice from You. All payments under this section shall be subject to taxes as per applicable laws. In case of any error or discrepancies with the invoice, You shall raise a rectified invoice in Our favour as required.
5. Confidentiality
   The "Receiving Party" understands that the "Disclosing Party have disclosed or may disclose "Confidential Information" i.e. any information provided to the Receiving Party by the Disclosing Party or any of its affiliates or advisers in connection with the services/products, in whatever form but excludes information that is or becomes public knowledge or is known by the Receiving Party before the date the information is disclosed to it by the Disclosing Party or any of its affiliates or advisers or is lawfully obtained by the Receiving Party. The Receiving Party undertakes:
   1. To keep the Confidential Information strictly and absolutely confidential and not to disclose it to anyone other than to those persons permitted and to use the Confidential Information only in connection with the Agreement.
   2. Not to copy or reproduce in any way (including without limitation, store in any computer or electronic system) any Confidential Information or any documents containing Confidential Information for purposes other than permitted purposes, without the Disclosing Party's written consent.
   3. Maintain security policies, procedures and controls that will enable Us to protect confidentiality and security of clients'/ policyholders' information.
   4. The Receiving Party agrees and undertakes that it will abide, and shall ensure that its representatives who have received unpublished price sensitive information, will abide with the securities Law(s) including but not limited to SEBI (Prohibition of Insider Trading) Regulation, 2015 for prevention of insider trading and/or any other applicable provisions of law relating to unpublished price sensitive information, as amended from time to time.
6. Data Protection
   You hereby agrees that You shall comply with Our data security requirements as prescribed by Us from time to time. You warrant that You shall comply with all applicable laws governing or relating to privacy, data security. You shall maintain and comply with security procedures that are consistent with applicable industry standards.
7. Intellectual Property Rights
   All rights, title and interest (including all copyrights, trademarks and intellectual property rights) that may be created or developed relating to the Services provided to Us shall be retained by Us. All existing IPR’s would continue to vest with the parties respectively.
8. Force Majeure
   Neither Party will be liable for performance delays nor for non-performance due to causes beyond its reasonable control.
9. Termination
   Either party may terminate this Agreement on written notice of 30 (thirty) days if the other fails to meet any material obligation and fails to remedy the breach within a reasonable period after being notified in writing of the details. We can terminate this Agreement anytime at our sole discretion by giving a written notice of 30 (thirty) days to You. Any terms in the Agreement which by their nature extend beyond termination or expiration of the Agreement will remain in effect until fulfilled and will apply to both Parties. Upon termination You shall provide all such assistance as required by Us in transferring the Services to another Vendor and handing back or destruction of any Confidential Information as required by Us.
10. Indemnity
    To the fullest extent permitted by applicable laws, You shall indemnify Us, including our directors, agents, representatives and affiliates, against all claims by third parties and resulting liabilities, losses, damages, costs and expenses (including reasonable external and internal legal costs) arising out of the (a) breach or alleged breach of terms and conditions of this Agreement or any further Agreements executed (b) as a result of use of provisions of Services/Products and (c) infringement or a third party's intellectual property.
11. Business Continuity Plan
    You shall maintain a business continuity plan as per the nature of Services performed under this Agreement, describing measures that You shall implement to recover from a disaster. You shall include in each business continuity plan a plan for the recovery of critical technology systems, and procedures for restoring business operations at the primary location or at a designated recovery site for those critical technology systems, if necessary. You shall cooperate to establish a plan for alternative communications in the event of a disaster.
12. Records
    You shall maintain records and reports of your activities carried out for Us under this Agreement, in the manner as mutually agreed upon by the Parties in accordance with the Applicable Laws. The same should be open for review by Us and Our regulator at all times. Any destruction of the records and reports shall be subject to seeking prior written approval from Us.
13. Review
    You shall allow Us or Our authorized representatives the right to: - a) examine the books, records, information, systems and the internal control environment of the Vendor (or sub-contractor as applicable), to the extent that they relate to the service being performed for Us; and b) access any internal audit reports or external audit findings of the Vendor that concern the service being performed for Us.
14. Subcontracting
    You shall not sub-contract the whole or a substantial portion of the Services. Where You intend to sub-contract the Services partially, You can do so only with Our prior written consent. In case subcontracting is approved by Us, You shall ensure that the subcontractor is bound by the provisions of this Agreement.
15. Related-Party transactions
    You confirm that You are not a Related Party under the meaning of the Companies Act, 2013 and any rules thereto and undertakes to disclose the same forthwith to Us in the event You become a Related Party.
16. General
    This Agreement represents our entire understanding with respect to its subject matter and supersedes any previous communication or agreements that may exist. The Agreement will be governed by the laws of India and the courts of Gurugram, Haryana will have exclusive jurisdiction in case of any disputes between the Parties.