For the particular purpose of setting forth the exclusive terms and conditions by which the Client desires to acquire the described services from Ontropi.
In consideration of the mutual obligations in respect of the services set to be provided by Ontropi, the parties, intending to be legally bound hereby, agree to the following:
Client retains the above Service Provider, and the Service Provider agrees to perform for the Client, the services set forth in the contract. Any Service outside of the scope as defined in the Agreement will require a new “Statement of Work” to be executed between the two Parties to address the additional scope & related fees.
In exchange for the performance of Services to be rendered to the Client (as listed in the contract), the Client will pay Ontropi, the corresponding Service Fees. These Service Fees will be paid by the Client to the Service provider as per the details mentioned in the contract.
These fees are applicable for the Scope of Work covered in in the contract only and should there be any additional services to be performed, such services and their related fees will be covered as part of additional Statements of Work.
Ontropi will invoice the Client on the 1st day of each month. The invoices will include any and all services performed under this Agreement and related SOW’s, if any as well as any pre-approved expenses. Payment will be due within 30 days of the invoice date, unless a shorter duration is mentioned in the agreements, for certain services.
Payments must be made to Ontropi by credit card, money-order, check, or UPI, or any other approved method of payment accepted by Ontropi.
Incurrence of Expenses: Ontropi may incur expenses not included in the Fee structure as detailed in this Agreement while performing Services. Such expenses must be necessary for the execution of Services and not explicitly covered elsewhere in this Agreement.
Documentation and Reporting: Ontropi shall maintain accurate and detailed records of all incurred expenses. Ontropi will submit itemized invoices for these expenses, including descriptions, proof of purchase, and receipts. These invoices will be submitted monthly, or upon completion of the Services that necessitated the expenses, whichever occurs first.
Pre-Approval of Major Expenses: For any single expense exceeding INR 5,000, Ontropi agrees to obtain prior written approval from the Client before making the expenditure. The request for approval must include a detailed explanation of the necessity and nature of the expense.
Reimbursement Process: The Client agrees to reimburse Ontropi for approved expenses within thirty (30) days of receiving a detailed invoice. Failure to reimburse within this timeframe may result in interest charges on the overdue amount at a rate of 2% per month.
Dispute of Expenses: Should the Client dispute any invoiced expense, the dispute must be submitted in writing within ten (10) business days of the invoice date, detailing the nature of the dispute. Both parties agree to resolve any such disputes expeditiously and in good faith.
Notification and Documentation: The Client must notify Ontropi in writing of any dispute regarding an invoice within five (5) business days of receipt of the invoice. This notification must include a detailed description of the dispute and any supporting documentation. Failure to comply with this timeframe will result in the invoice being deemed accepted by the Client.
Resolution and Payment: Upon receipt of a dispute notification, Ontropi will investigate the matter and work to resolve the dispute expeditiously and in good faith. During the dispute resolution period, the Client is obligated to pay the undisputed portion of the invoice according to the terms set forth in this Agreement.
Late Payment: If the dispute is resolved in favor of Ontropi, the Client shall pay the disputed amount, along with any applicable late fees, within five (5) business days of the resolution.
Consequences of Non-Compliance: Failure to pay undisputed or resolved disputed amounts within the stipulated timeframes may result in interest charges on overdue amounts at a rate of 2% per month and may also lead to a suspension of services provided under this and any other agreement between the Client and Ontropi.
Effective Duration: This Service Agreement is effective from the date of signing and continues for a period of 36 months or until the agreed-upon completion date of the Services specified herein, whichever occurs first (the “Term”), unless terminated earlier in accordance with the provisions of this Agreement.
Termination for Breach: Either party may terminate this Agreement if the other party fails to fulfil its obligations under this Agreement. Termination for breach requires a written notice of 30 days to the breaching party, outlining the nature of the breach and the intent to terminate.
Termination by Ontropi: Ontropi may terminate this Agreement immediately upon written notice if:
In such cases, the Client is required to settle any outstanding balances within 30 days from the notice of termination.
Obligations upon Termination: Upon termination of this Agreement for any reason, all remaining balances become due immediately. The Client must pay all outstanding fees for services rendered up to the date of termination.
Survival: Provisions that by their nature should survive the termination of this Agreement will remain in effect, including but not limited to confidentiality, indemnification, and payment obligations.
Provision of Information: The Client shall grant Ontropi necessary access to information and documents essential for the provision of services outlined in the Annexure. This access must be provided in a timely and cooperative manner to facilitate efficient service delivery.
Relationship Structure: Ontropi engages various independent contractors to facilitate the delivery of certain services outlined in this Agreement and the corresponding Annexures. It is expressly understood that these contractors are not employees of Ontropi or the Client.
No Agency or Partnership: Each independent contractor is engaged by Ontropi in a non-agent capacity. This Agreement does not create a partnership, joint venture, or employer-employee relationship between the Client, Ontropi, and any independent contractor.
Authority of Contractors: Independent contractors are not authorized to make any representations, contracts, or commitments on behalf of Ontropi or the Client unless explicitly authorized by Ontropi in writing.
Benefits and Compensation: Independent contractors are not eligible for any employment benefits from Ontropi or the Client, including but not limited to health insurance, retirement plans, or stock options. Compensation for contractors is governed by separate agreements between Ontropi and each contractor.
Liabilities and Contributions: Independent contractors are solely responsible for all taxes, withholdings, and other statutory obligations related to their compensation. Ontropi will not withhold taxes or other deductions from payments to contractors except as required by law.
Performance and Conduct: Client understands that independent contractors are responsible for managing the performance of their services, including adhering to schedules, quality standards, and confidentiality obligations as specified by Ontropi. Contractors must perform their duties in compliance with all relevant laws and regulations. Client will not hold back any payments due to Ontropi, even when such payments are pass-through arrangements to the Independent Contractors. Client understands and agrees that the resolutions of Ontropi on any disputes with the Independent Contractors are final and binding on all parties.
Access to Confidential Information: During the term of this Agreement, Ontropi and Client may require exchanging confidential and proprietary information ("Confidential Information") solely for the purpose of performing the services specified in this Agreement.
Non-Disclosure Obligation: All parties involved in executing the services shall maintain the confidentiality of the Confidential Information. They are not permitted to disclose or use such information for any purpose outside the scope of this Agreement, except when required by law.
Legal Disclosure Requirement: If disclosure is required by law, Ontropi shall, to the extent permitted by law, provide the Client with prompt written notice to allow the Client an opportunity to contest the disclosure or seek an appropriate protective order.
Survival of Obligations: The confidentiality obligations set forth in this Agreement shall survive the termination or expiration of this Agreement and remain in effect indefinitely.
Return or Destruction of Confidential Information: Upon termination or expiration of this Agreement, all parties agree to promptly return or, at the other party’s discretion, destroy all copies of the Confidential Information, except for copies that may be retained solely for the purpose of ensuring compliance with these confidentiality obligations.
Ownership of Intellectual Property: Each party retains all rights, title, and interest in and to its own Intellectual Property and related materials, which may include but are not limited to moral rights, goodwill, trade secrets, applications for registrations, registrations, trademarks, trade dresses, patents, copyrights, trade names, software and hardware products, and industrial designs ("Intellectual Property"). No transfer of ownership or rights under this Agreement is implied or intended for either party.
Claims on Intellectual Property: Neither party shall have any claim to the Intellectual Property of the other party unless specifically agreed in writing. Each party's Intellectual Property shall remain the exclusive property of its respective owner.
Use of Intellectual Property: Neither party may use the other party’s Intellectual Property in any manner without the express written consent of the owning party. Any such use shall be in accordance with the terms agreed upon by the parties and must respect the owner's rights, including any limitations or restrictions on such use.
Protection and Enforcement: Each party agrees to take all reasonable steps to protect the other party's Intellectual Property from infringement and to promptly notify the other party of any infringement or misappropriation of which it becomes aware. Each party will cooperate with the other in the enforcement of their respective rights.
The Client agrees that the services being provided by Ontropi are exclusive to Ontropi and the Client will not engage any other third party to avail the services defined in the contract, unless explicitly agreed by both the parties in writing.
Ontropi reserves the right to retain third-party subcontractors to perform all or part of the services described in this Agreement. The Client agrees not to engage any third parties to assist with the services covered by this Agreement without Ontropi’s written consent.
Negotiation and Mediation: The parties agree to first attempt to resolve any disputes through good-faith negotiation. If unresolved, either party may propose mediation.
Arbitration: Failing mediation, disputes will be resolved through binding arbitration in the State of Telangana, according to its arbitration laws.
Litigation: Should arbitration not be pursued and litigation is necessary, such proceedings shall be governed by the laws of the State of Telangana, irrespective of conflict of law principles, and shall be conducted in the competent courts of Telangana.
Governing Law & Jurisdiction: This Agreement shall be governed by and construed in accordance with the laws of the State of Telangana, India. This Agreement is binding upon respective successors and assigns of the respective parties.
Definition: "Force Majeure" refers to an event beyond the reasonable control of either party, which prevents a party from fulfilling its obligations under this Agreement. Such events may include, but are not limited to, acts of God, natural disasters, terrorism, war, labor strikes, extreme weather conditions, laws or governmental actions, national or regional emergencies, pandemics, and failures of third-party service providers
Non-Breach: Neither Ontropi nor its employees or agents shall be considered in breach of this Agreement for delays or failures in performance arising from Force Majeure events.
Notification Requirement: The party affected by a Force Majeure event shall notify the other party as soon as reasonably possible, detailing the nature of the event, its expected duration, and any impact on its ability to perform under this Agreement.
Mitigation and Adjustment: The affected party shall make all reasonable efforts to minimize the impact of the Force Majeure event on its performance and to resume performance as soon as possible. Both parties agree to cooperate to adjust the terms of the Agreement if necessary to reflect the changed circumstances.
Right to Terminate: If a Force Majeure event continues for a prolonged period, specifically more than 30 days, without a written agreement to a different timeline, either party may terminate the Agreement upon written notice to the other party, without liability.
Recovery of Costs: In the event of legal action arising from this Agreement, the prevailing party shall be entitled to recover all related court costs and reasonable attorney’s fees from the non-prevailing party.
Restrictions on Assignment: This Agreement is binding upon and inures to the benefit of the parties and their respective heirs, successors, and permitted assigns. It may not be assigned by either party without the express written consent of the other party.
Execution in Counterparts: This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, but all of which together will constitute one and the same instrument.
A signed copy of this Agreement delivered by facsimile, email, or other electronic means shall be considered as effective and binding as an original signed copy.
Signatures transmitted electronically are deemed equivalent to original signatures and are binding on the parties to the same extent as original signatures.
Preservation of Remaining Terms: If any provision of this Agreement is found invalid, illegal, or unenforceable in any jurisdiction, such finding will not affect the validity of the remaining provisions, nor will it affect the validity or enforceability of such provision in any other jurisdiction.
Modification by Written Agreement: This Agreement may only be amended, revised, or modified by a written agreement signed by all parties involved.
Exclusive Statement of Terms: This Agreement represents the complete and exclusive statement of the agreement between the parties concerning its subject matter, superseding all prior agreements, negotiations, and discussions. Amendments or supplements to this Agreement must be made in writing and signed by all parties.