TERMS AND CONDITIONS

Services and Supply Terms:
The Services to be covered under the Agreement/Quotation are describe in one or more Document(s) with specific ID(Document ID), which shall reference the Agreement/Quotation; and the terms and conditions contained herein will be a part of any such Agreement/Quotation/Document for Supply/Contract/Product and/or Technical Support and/or Services. In the event Client chooses to opt for any Supply/Contract/Product and/or Technical Support and/or Services from SLP IT SERVICES or any one of SLP Group of Companies the terms and conditions contained therein shall apply to any such Supply/Contract/Product and/or Technical Support and/or Services. The cost, installation and functioning of all Supply/Contract/Product and/or Technical Support and/or Services not provided by SLP IT SERVICES or by any one of SLP Group of Companies in rendering Services hereunder, including, without limitation, electrical wiring, cabling, telephone equipment, computers, modems, printers, cables, electrical/electronic equipment/device/components, software etc. shall be sole responsibility of the client.

Pricing & Terms of Payment:
(i) The price/value/amount/charges for the Supply/Contract/Product and/or Technical Support and/or Services to be provided will abide by the Agreement/Quotation are describe in one or more Document(s). SLP IT Services may increase charges/price/value/amount for Services by giving the Client ten (10) days written and/or Email notice.

(ii) All terms are net 10 days, unless and otherwise specified in the Agreement/Quotation/Document(s) with ID, contingent upon Client qualifying for credit with SLP IT Services. Should Client not qualify for sufficient credit with SLP IT Services, payment must be made via other acceptable form such as credit/debit card or Cash payment or NET Banking or UPI. Failure to pay within specified terms may at the option of SLP IT Services result in the suspension of the contract, imposition of interest charges at the rate of a 18% per month or the highest allowed by law, whichever is Higher, and may result in the termination of the contract by SLP IT Services upon written notice and/or Email.

(iii) The Agreement/Quotation/Document(s) with ID shall specify whether the contract is based on a fixed price or hourly rate. All reasonable travel, lodging, car rentals, and meal expenses will be billed to the Client unless otherwise specified in Agreement/Quotation/Document(s) with ID.

(iv) Any Supply/Contract/Product/Technical Support/Services or Applicable taxes shall be added to the invoice/bills. In the event Client claims exemption from Supply/Contract/Product/Technical Support/Services or Applicable taxes, Client must provide SLP IT Services with the appropriate tax exemption certificate from the concern taxing authority.

Fees & Taxes:
All Fees and Taxes will abide as in Agreement/Quotation/Document(s).

Proprietary Rights:
Except for any Deliverables as mentioned in Agreement/Quotation/Document(s), SLP IT Services does not convey or transfer nor does the Client obtain any right or interest in any of the hardware ,software programs, systems, tools, data or materials or process utilized or provided by SLP IT Services in connection with the performance of this Document(s).

Client Representations:
Client represents and warrants to SLP IT Services that Client has the right to authorize SLP IT Services to repair and/or Service all items of computer products, hardware or software, which become subject to this Document(s).

Client Responsibilities:
Client, at its expense, shall: a. Allow employees or agents of SLP IT Services reasonable access to the premises and facilities where the Supply/Contract/Product/Technical Support/Services is to be provided, and Client shall not require SLP IT Services’s personnel to sign any document that has not been approved in advance by SLP IT Services.
b. Provide appropriate electric current for any necessary purpose with suitable outlets.
c. Provide safe, suitable and easily accessible floor space, adjacent to where Supply/Contract/Product/Technical Support/Services will be provided.
d. Provide suitable environmental conditions for installation/servicing as may be specified in a Agreement/Quotation/Document(s).
e. Provide reasonable assistance to SLP IT Services or its employees or agents as required.

Upon the failure of Client to comply with the responsibilities set forth in this Section ("Non-compliance"), SLP IT Services may, at its option, refuse to perform any Supply/Contract/Product/Technical Support/Services where Non-compliance has occurred until such Non-compliance has been cured to the reasonable satisfaction of SLP IT Services without any liability or obligation under this Document(s) or any applicable law; provided further, that SLP IT Services may charge Client at its applicable charges/rates for any Service call at which no Supply/Contract/Product/Technical Support/Services was performed by SLP IT Services as a result of Non-compliance.
In the event SLP IT Services holds, stores, or provides storage Services for any of Client’s property, including but not limited to any computer hardware or products, Client is required to maintain insurance on such property at its own expense and shall provide SLP IT Services with a certificate of insurance naming SLP IT Services as an additional insured. In case of loss, Client's insurance shall be primary and SLP IT Services's coverage, if any, shall be non-contributory. Unless otherwise provided by an Exhibit, SLP IT Services has no liability for Client’s property stored at SLP IT Services's premises.

Limited Warranty:
(a) Supply/Contract/Product/Technical Support/Services.
SLP IT Services shall provide Supply/Contract/Product/Technical Support/Services and/or other technical Services in a professional manner consistent with industry standards, and that such Supply/Contract/Product/Technical Support/Services shall be for a period of days mentioned in the Agreement/Quotation/Document(s) following completion conform to the specifications in the Scope of Supply/Contract/Product/Technical Support/Services in the Agreement/Quotation/Document(s) . The foregoing limited warranty is contingent upon Client fulfilling the Client responsibilities set forth above and any other conditions that may be specified in the applicable Agreement/Quotation/Document(s) . All Supply/Contract/Product/Technical Support/Services completion delivery date/ schedules/Timelines provided by SLP IT Services are estimates and are provided for planning purposes only.
In the event Client finds any Supply/Contract/Product/Technical Support/Services provided hereunder to be defective or nonconforming during the warranty period, subject to the limitations set forth above, SLP IT Services shall promptly correct such Supply/Contract/Product/Technical Support/Services to the reasonable satisfaction of Client in accordance with the specifications set forth in the Agreement/Quotation/Document(s). In the event such corrected Supply/Contract/Product/Technical Support/Services fail to comply with the specifications set forth in the Agreement/Quotation/Document(s), then at Client’s option, SLP IT Services shall again promptly correct such Supply/Contract/Product/Technical Support/Services. To the extent SLP IT Services is supplying third-party hardware or software as part of the Supply/Contract/Product/Technical Support/Services, such hardware and software shall be provided with the manufacturers’ or publishers’ standard end user warranties, if any. SLP IT Services makes no independent warranties with regards to third-party hardware or software.
(b) Personnel Services.
Warranties, if any, relating to the provision of personnel placement and recruiting Services will be as set forth in the applicable Agreement/Quotation/Document(s).

Disclaimer of All Other Warranties:
WITH THE EXCEPTION OF THE LIMITED WARRANTIES EXPRESSLY SET FORTH IN THIS Document, SLP IT Services DISCLAIMS ALL OTHER WARRANTIES, EXPRESSED OR IMPLIED UNDER LAW, INCLUDING THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. SLP IT Services DOES NOT PROMISE THAT THE Supply/Contract/Product/Technical Support/Services PROVIDED WILL BE ERROR-FREE OR THAT CLIENT’S COMPUTER PRODUCTS, HARDWARE OR SOFTWARE OR SYSTEM WILL OPERATE WITHOUT INTERRUPTION.

Limitation of Liability:
SLP IT Services WILL NOT UNDER ANY CIRCUMSTANCES BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES INCLUDING BUT NOT LIMITED TO, PROPERTY DAMAGE, LOSS OF PROFIT, LOST TIME, LOSS OF DATA, LOSS OF USE OF ANY SUCH EQUIPMENT, COST OF PROCUREMENT OF SUBSTITUTE PRODUCTS, TECHNOLOGY OR SERVICES, OR ANY OTHER DAMAGES RESULTING FROM THE BREAKDOWN OR FAILURE OF ANY COMPUTER PRODUCTS, HARDWARE OR SOFTWARE, OR FROM DELAYS IN SERVICING OR THE INABILITY TO RENDER SERVICE ON ANY COMPUTER PRODUCTS, HARDWARE OR SOFTWARE EVEN IF IT HAS BEEN ADVISED OF THE LIKELIHOOD OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS Document, SLP IT Services'S LIABILITY FOR DAMAGES RESULTING FROM ANY CAUSE WHATSOEVER, INCLUDING BUT NOT LIMITED TO SLP IT Services'S NEGLIGENCE OR INSTALLATION OF DEFECTIVE PARTS OR COMPONENTS, WHETHER OR NOT SUCH DEFECT WAS KNOWN OR DISCOVERABLE, SHALL NOT EXCEED THE ACTUAL PRICE PAID TO SLP IT Services BY CLIENT FOR THE COMPUTER PRODUCTS, HARDWARE OR SOFTWARE, PARTS OR SERVICE WHICHEVER IS LESS.
SLP IT Services shall not be responsible for damages caused by
(i) accidents, misuse, misapplication, or neglect of Client or any of its agents or employees or as result of Service by any person other than a SLP IT Services representative;
(ii) placement or operation of computer products in an area that does not comply with manufacturer's published space or environmental requirements; or
(iii) improper storage, use, and movement of any computer products to be Serviced.
Internet/Transmission Disclaimer: SLP IT Services does not and cannot control the flow of data over the Internet or the integrity of the Internet (the global system of interconnected computer networks). Therefore, SLP IT Services disclaims all liability for loss of data, corruption of data, or inability to provide Services, as a result of disruptions, slowdowns, breakdowns, or other technical issues affecting the Internet.

Completion of Services:
(a) Completion of Services shall be documented by the SLP IT Services Acceptance Form – Exhibit A, which Client shall execute and return promptly. Services shall be deemed complete if Client fails to return the Acceptance Form within 4 days of the completion of Services by SLP IT Services. For products that do not require installation or Services an Acceptance for Services Delivered form is not required and Acceptance shall occur upon delivery of products to Client.
(b) If provided for in the Agreement/Quotation/Document(s), an Acceptance Plan may be co-developed by SLP IT Services and Client and used to determine successful completion of the deliverables and final acceptance.

Term:
Right of Termination:
(a) SLP IT Services:
If SLP IT Services is unable to furnish any parts or acquire technical data required to repair and/or Service any item of computer hardware products, then SLP IT Services may cancel coverage for that item under the Agreement/Quotation/Document(s) and SLP IT Services will refund payment for the remaining days of coverage under this Document. If, during the course of this Document, items of computer products experience an excessive failure rate due to age, discontinuance of spare parts availability from the manufacturer or other causes beyond SLP IT Services's control, Client agrees to replace or refurbish said Equipment at no charge to SLP IT Services. If Client fails to do so, SLP IT Services may, at its option, exclude such item from coverage by giving the Client Ten (10) days written notice/Email.
(b) Mutual Rights of Termination:
Either party may terminate this Document at any time if the other party breaches any material provision hereof and fails within ten (10) days after receipt of notice of default to correct such default promptly or to commence corrective action reasonably acceptable to the aggrieved party and proceed with diligence to completion.
After the initial term, unless dates are otherwise designated for specific Supply/Contract/Product/Technical Support/Services set forth in an Exhibit or Statement of Work, either Party hereto shall have the right to terminate this Document without cause, without penalty, and without liability for any damages as a result of such termination at any time giving the other Party at least thirty (30) days prior written notice of such termination. If either Party properly terminates the Agreement/Quotation/Document(s), SLP IT Services will provide a refund for any advanced payment for the remaining days of coverage under the Agreement/Quotation/Document(s). Any funds so owed by SLP IT Services will be refunded in full within one hundred and twenty (120) days after receiving written notice of contract termination. Notwithstanding any termination of this Document, Client shall be obligated to pay SLP IT Services for
(i) all Supply/Contract/Product/Technical Support/Services provided by SLP IT Services in accordance with this Document at any time on or prior to the effective date of termination; and
(ii) all incidental costs and expenses incurred by SLP IT Services in accordance with this Document at any time on or prior to the effective date of termination.

Personal Information:
SLP IT Services represents and warrants to Client that in connection with the receipt, storage, use and/or transfer of Personal Information, it shall
(a) at all times maintain the confidentiality of Personal Information provided SLP IT Services or otherwise disclosed to SLP IT Services in connection with the provisions of Supply/Contract/Product/Technical Support/Services under this Document, and
(b) maintain appropriate security measures that are in compliance with data protection act/regulations by laws of the INDIAN Government. For the purposes of this section “Personal Information” means name an individual together with one or more of the following relating to such individual:
(i) Aathar number, Address;
(ii) driver’s license number, PAN Number or any identification number issued by the INDIAN Government; or
(iii) financial account number, or credit or debit card number, with or without any required security code, access code, personal identification number, or password, that would permit access to the account.

Nondisclosure:
(a) Each party shall retain all rights to its Confidential Material. Each receiving party agrees to take such measures to prevent the unauthorized disclosure to third parties of Confidential Material, as it would take to prevent disclosure of its own proprietary or confidential information but in no event less than reasonable measures. To the extent practicable, information protected by this Document shall be marked "Confidential". Information exchanged prior to the date of this Document shall be considered Confidential Material.
(b) Disclosure will be limited to such employees and agents of receiving party as necessary for proper evaluation and provision of Services under this Document. In the event receiving party must secure the Services of a third party for proper evaluation, receiving party shall obtain an Agreement/Quotation/Document(s) from such third party at least as restrictive as this Document. Receiving party shall disclose such Agreement/Quotation/Document(s)s to other party upon request. Except as necessary for proper evaluation and provision of Services under this Document, Confidential Material obtained pursuant to this Document may not be duplicated, and all Confidential Material exchanged pursuant to this Document must be destroyed or returned to the originating party upon request.
(c) Confidential Material may not be used by the receiving party except as expressly permitted herein; no grant of license to use Confidential Material is given by Document.
(d) Confidential Material shall not include the following: Information obtained by receiving party that
(i) is or becomes generally known or available to the public through no breach by receiving party,
(ii) is lawfully known to it at the time of receipt,
(iii) is subsequently furnished to it lawfully by a third party without restriction, or
(iv) is furnished by the originating party to a third party without restriction.
(e) Confidential Material is provided “AS IS” and no warranties or representations are given, and receiving party shall rely on such information at its own risk. The exchange of Confidential Material shall not obligate either party to enter into a business or other relationship. In the event a receiving party receives a subpoena or discovery request for Confidential Material, it shall immediately notify originating party in writing and give originating party the opportunity to contest the disclosure of Confidential Information.
(f) SLP IT Services may disclose information to Taxing and Financial bodies of government of india.
(g) The parties acknowledge that unauthorized disclosure or use of Confidential Material may cause irreparable damage to the disclosing party for which monetary damages may not be adequate relief. Therefore, in addition to any other remedies it may have, the disclosing party shall be entitled to seek injunctive relief against actual or threatened unauthorized disclosure or use of Confidential Material.
(h) Confidential Material shall be protected hereunder for a period of Ten (10) years following the termination of this Document.

Non-Solicitation of Personnel:
Client shall not solicit for employment, directly or indirectly, the officers, employees, subcontractors or agents (“Personnel”) of SLP IT Services who have performed duties in support of this Document during the term hereof and until twentyfour (24) months after the earlier of:
(a) the termination of such Personnel’s engagement; and
(b) the termination of this Document, unless explicitly agreed to in writing by the parties. No offer or other form of solicitation of employment will be made at any time when the employment of such Personnel is prohibited by this Document. Should Client solicit any Personnel for employment in violation of this Section, and should that employee subsequently become an employee of the Client, the Client agrees to reimburse SLP IT Services an amount equal to the salary and commissions, if any, earned by the employee during the last twentyfour (24) months while employed by SLP IT Services. Both parties agree that this amount represents reasonable compensation to SLP IT Services for its cost of recruiting and training, and does not constitute a penalty. Such amount will be due and payable by the Client within five (5) days of receipt of written demand from SLP IT Services. Nothing herein shall prevent an employee of SLP IT Services from responding to an employment advertisement or announcement of general circulation made by Client. The intention of this Section is to prohibit the active recruitment of Personnel.

Binding Agreement/Quotation/Document(s) and Assignments:
This Document shall be binding upon and shall inure to the benefit of the parties and their respective successors and permitted assigns. This Document is not transferable or assignable without the prior written consent of the other party provided however, that such consent shall not be required in the event of an assignment made to an affiliate of either party or to a successor or purchaser in a merger, acquisition or sale or transfer of all or substantially all of the business, assets or equity of either party, provided that the successor/assignee is not deemed to be a competitor of non-assigning party.

Waiver:
No waiver of any provision or breach shall be implied by failure to enforce any rights or remedies herein provided, and no express waiver shall affect any provision or breach other than that to which the waiver is applicable and only for that occurrence.

Subcontracting:
SLP IT Services may subcontract for on-site Supply/Contract/Product/Technical Support/Services provided to Client. Such subcontracting will not release SLP IT Services from any of its obligations in this Document.

Force Majeure:
Neither Party shall be liable for any failure, inability or delay to perform hereunder (except the payment of money), if such failure, inability or delay is due to circumstances beyond its reasonable control, including, but not limited to, acts of God, war, terrorism, strike, lockout, labor disturbance, social conflict, fire, explosion, earthquake or sabotage.

Notices:
All notices herein provided for or which may be given in connection with this Document shall be by certified mail/courier with postage prepaid and signed return receipt requested or personal delivery and facsimile.
If any such notice by Client to SLP IT Services, it shall be addressed to:

To:
SLP IT Services
#15, Second Cross St,
Jayalakshmi Nagar
Chennai-62


Dispute Resolution:
The parties shall attempt in good faith to resolve any dispute arising out of or relating to this Document promptly by negotiation between executives who have authority to settle the controversy and who are at a higher level of management than the persons with direct responsibility for administration of this project/deal/sale/supply/contract. Any party may give the other party written notice of any dispute not resolved in the normal course of business. Within fifteen (15) days after delivery of the notice, the receiving party shall submit to the other a written response. The notice and the response shall include (a) a statement of each party’s position and a summary of arguments supporting that position, and (b) the name and title of the executive who will represent that party and of any other person who will accompany the executive. Within thirty (30) days after delivery of the disputing party’s notice, the executives of both parties shall meet at a mutually acceptable time and place to attempt to resolve the dispute. All reasonable requests for information made by one party to the other will be honored. All negotiations pursuant to this clause are confidential and shall be treated as compromise and settlement negotiations for purposes of applicable rules of evidence. In the event the parties cannot reach a satisfactory settlement under the aforementioned process, they each agree to present the dispute to non-binding mediation before a mutually agreeable neutral mediator at a mutually agreeable neutral site. If mediation is not successful, the parties may proceed to binding arbitration or litigation.

Governing Law:
This Document shall be interpreted and governed by the laws/acts of the Indian Government without giving effect to choice of law provisions. Any dispute arising under this Document shall be heard exclusively in the Chennai High Court, and the Parties hereby consent to the jurisdiction of court.

Attorneys' Fees:
The prevailing party in any litigation shall be entitled to recover its reasonable attorneys’ fees and related costs in pro rata basis.

Independent Contractor:
Nothing in this Document, and no course of dealing between the parties, shall be construed to create an employment or agency relationship or a partnership between a party and the other party. Each party shall be solely responsible for payment of its employees’ salaries (including withholding of income taxes and social security), workers' compensation, and all other employment benefits.

Entire Document:
This Document sets forth the entire Agreement/Quotation/Document(s) and understanding between the Parties with respect to the subject matter hereof, and replaces any prior oral or written communications. The attached Exhibits hereto are made a part of this Document. This Document shall not be supplemented, modified or amended except by a written instrument signed by duly authorized representatives of SLP IT Services, respectively, and no other person has or shall have the authority to supplement, modify or amend this Document in another manner.

Severability:
In the event any term or provision of this Document is determined to be invalid, illegal or unenforceable, the remaining terms and provisions will continue in full force and effect if the essential terms and conditions of this Document for each party remain valid, binding and enforceable.

Headings and Interpretations:
The headings of the Sections of this Document are intended solely for convenience or reference, and shall be given no effect in the construction or interpretation of this Document. The use of the masculine pronoun herein shall, where the context so indicates, be deemed to include the feminine and the neuter and vice versa, and the use of the singular shall be deemed to include the plural and vice versa.

Order of Precedence:
In the event of any conflict or inconsistency of terms among the various documents that, at any given time, constitute this Document, the order of precedence that shall apply is as follows, with each listed document or type of document superseding and prevailing over any subsequently listed document or type of document, and with later executed documents prevailing over earlier documents of the same type, each solely to the extent of any irreconcilable conflict or inconsistency of the terms and conditions thereof:
(i) this Document;
(ii) any exhibits or Work/supply/service/support;
(iii) change authorizations and/or orders executed by the parties; and
(iv) purchase orders and/or statements of work executed by the parties. Any pre-printed terms and conditions in any Client purchase order shall be deleted and be void and of no effect.

Counterparts:
This Document may be executed in duplicate counterparts. Each such counterpart, if executed by both parties, shall be an original and all such counterparts together shall constitute but one and the same document. This Document shall not be deemed executed unless and until at least one counterpart bears the signature of each party’s designated signatory.