General Terms and Conditions

• The contents of this Agreement shall not be divulged wholly or in part by the Customer or the Contractor to any third party without a written consent of the other Party except information required to be disclosed by laws or regulations in INDIA. Each Party undertakes not to use the other party’s Confidential Information otherwise than in the exercise and performance of its rights and obligations under this Agreement (Permitted Purposes).

• All information provided by the Customer to the Contractor or vice-versa, related to the execution and operation of this Agreement shall be strictly confidential and not to be disclosed to any third party except for Permitted Purposes or by operation of applicable law. The receiving Party shall ensure that each person to whom confidential information is disclosed to is made aware of and complies with all receiving Party’s obligations of confidentiality under this Agreement as if that person was a party to this Agreement in place of receiving Party.

• Confidential Information means information of commercial value, in whatever form or medium, disclosed by a Party (or any of its affiliates) to the other Party (or any of its Affiliates), including commercial or technical know-hows, technology, information pertaining to business operations and strategies, and, for clarity, including, information pertaining to customers, pricing and marketing information any parts thereof.

• Contractor warrants that it has established and maintained good and sound safeguards, to protect against the destruction, loss, disclosure, unintended use, or unauthorized alteration of Confidential Information, which safeguards shall be at least as good and sound as the safeguards Contractor utilizes for its own confidential and sensitive data and shall in no case be less than reasonable safeguards.

• If Contractor discovers or is notified of a breach of security relating to the Confidential Information then Contractor shall: (i) notify Customer of such breach within twenty-four hours of becoming aware of it, (ii) investigate such breach within a timeframe to be agreed by the Parties, informing Customer of the results of such investigation, and (iii) take reasonable, appropriate, time-bound action to stop such breach and re-establish or maintain the security, confidentiality and normal use of the Confidential Information.

• The personnel of the Contractor also expressly agrees that he/she shall not use Confidential Information provided by the Customer in the development or delivery or for any external gain from providing of any products or services for his/her own account or for the account of any third-party. The personnel of the Contractor will protect the Confidential Information by using the same degree of care, but no less than reasonable care, to prevent the unauthorized use, dissemination, or publication of the Confidential Information as the personnel of the Contractor uses to protect its own Confidential Information. The personnel of the Contractor shall limit its internal disclosure of the Confidential Information with the written consent of the Customer to only those employees and agents who have a need to know the information for the limited purpose of executing his/her job responsibility.

The Contractor assures and undertakes that it will abide by all directions that are implemented in INDIA pertaining to the General Data Protection Regulation (GDPR) as and when they come into effect, irrespective of the necessary safeguards and compliances already in place protecting the Customer Data

• The Parties agree to attempt to resolve any dispute promptly, amicably, and in good faith. Any dispute arising out of the implementation of this Agreement or its interpretation thereof which is not resolved amicably within sixty (60) working days from the date of notifying such dispute. If the dispute remains unresolved, then and only then the dispute shall be referred to Arbitration by a Sole Arbitrator to be appointed mutually by both parties by exchange of nomination as prescribed under law. If there is no consensus on the choice of arbitrator, the Arbitrator shall be appointed by the jurisdictional court at Chennai. The Arbitration proceedings shall be conducted in Chennai in English language in accordance with the Arbitration and Conciliation Act, 1996 as amended from time to time. The Courts of law in Chennai shall have exclusive jurisdiction over all disputes arising thereof.

• The Contractor shall continue to perform the Services under this Agreement during the period any difference or dispute is attempted to be resolved amicably and until the Agreement is terminated in accordance with this Agreement.

• Unless otherwise agreed in writing, the existence of a dispute shall not relieve any Party from the performance of its obligations under this Agreement not the subject of the dispute.

This Agreement is governed by and construed in accordance with the laws and regulations applicable in INDIA and any disputes, controversy or claim arising thereof must be settled according to the terms and conditions set forth in Article 7 (Disputes).

• Neither Party to this Agreement shall be liable to the other Party for any failure or delay in the performance of its obligations hereunder due to any cause or circumstance which is beyond its reasonable control including, but not limited or caused by natural calamities (acts of God), serious industrial disputes, strikes, lockouts, fires, explosions, breakdown of machinery or equipment, shipwrecks, civil war, terrorism, act of the public enemy, wars, riots, interference by military authorities, compliance with the laws, pandemics, closure directives or order of any government authority.
• The Party, whose ability to perform its obligations is affected by the conditions set forth above in this Article 9, shall promptly notify the other Party and when it ceases to be affected by the force majeure, in writing stating the cause, and the affected Party shall endeavor to do all reasonably within its power to remove such a cause without incurring additional expenses and without departure from its normal practice.

• This Agreement, including all Attachments, constitute the full and entire understanding and agreement between the Parties with regard to the subjects hereof and supersedes all prior agreements relating to the subject matter hereof. No amendment, change, waiver, or discharge hereof shall be valid unless in writing and signed by an authorized representative of the Party against which such amendment, change, waiver, or discharge is sought to be enforced. In the event of a conflict between the terms and conditions of this Agreement and those of an Attachment, the terms and conditions of the Agreement shall control, unless otherwise agreed in an Attachment with such different terms that may create a conflict being accompanied by an express statement in the relevant Attachment to the effect that the Parties understand and accept it as being a deviation from terms recorded in this Agreement.

  All provisions of this Agreement relating to proprietary rights, confidentiality, non-disclosure, data protection, limitations of warranty and liability, indemnification, non-solicitation, and Customer’s obligations to pay Contractor for Services rendered and expenses incurred, shall survive the completion of the Services or any termination of this Agreement. Any discrepancy or contradiction between the terms of this Agreement and the accompanying Attachments shall be resolved in favor of this Agreement.