15.1
Severability. In the event any provision of this Agreement shall be void or unenforceable for any reason, such provision shall be considered void and not affect the remaining provisions of the Agreement. To the extent commercially possible, shall be replaced by a similar provision which is not void.
15.2
Amendment. Company reserves the right at any time to amend or modify these Supplier Terms and to add new or additional terms or conditions for use of the goods and/or services (including any URLs referenced in these Supplier Terms and the content within such URLs). Company may also modify URLs referenced in the Purchase Order and the content within such URLs from time to time. Any modifications to these Terms or the URLs referred to in this Agreement will be available at the relevant URL (or a different URL that Company may provide from time to time). Delivery of any goods and/or services (or any portion thereof) by Supplier after the modification or addition to these Terms shall be deemed to be acceptance of such modified or additional terms.
15.3
Compliance. Company shall not be bound to comply with any provisions of this Agreement if such compliance would be in contravention or contradictory to the law of the land.
15.4
Inadequacy of Damages. Without prejudice to any other rights or remedies that Company may have, the Supplier acknowledges and agrees that damages alone would not be an adequate remedy for any breach of the terms of this Agreement by the Supplier and Company shall be entitled to the remedies of injunction, specific performance, or other equitable relief for any threatened or actual breach of the terms of this Agreement.
15.5
Notices. Any notice or communication under or in connection with this Agreement shall be given or sent by electronic mail, courier, or personal delivery at the respective address of the Parties set out herein below or at any other revised addresses which may be notified in writing by Parties from time to time, subject to acknowledgement by the other Party.
For
Company:Attention: Legal Department
Address: 6th Floor, NCC House, Vittal Rao Nagar, Durgam Cheruvu Road, Madhapur, Hyderabad,
Telangana 500081
E-mail:
legal@infinitylearn.comFor
Supplier:Address: As set forth in the Purchase Order
15.6
Entire Agreement. This Agreement constitutes the complete understanding and forms the entire agreement between the Parties and supersedes all prior and contemporaneous agreements between the Parties, whether oral or written, including without limitation any pre-printed terms and conditions of any proposal, quotation or proforma provided by the Supplier. For the avoidance of doubt, it is hereby clarified that Company shall not be under any obligation to comply with any terms and conditions not expressly signed by an authorized signatory of the Company.
15.7
No Third-Party Rights. Nothing in this Agreement, whether express or implied, is intended to confer any rights, benefits or remedies on any person other than the Parties to this Agreement, including their respective successors and assigns.
15.8
Assignment. Supplier shall not assign, subcontract, transfer, or novate any of its rights or obligations under this Agreement to any third party (each, a “Subcontractor”) without the prior written consent of Company. Notwithstanding any such assignment, subcontracting, transfer, or novation, Supplier shall be solely liable for all acts and omissions of its Subcontractors. Company may grant or withhold this consent in its sole discretion and subject to any conditions it deems appropriate. Company may assign its rights to any of its affiliates, any successor in interest of any business associated with the goods and/or services, or any third party without any prior notice to the Supplier.
15.9
Force Majeure. Company shall not be liable for any default or delay in the performance of its obligations under this Agreement, if and to the extent such default or delay is caused by fire, flood, earthquake, acts of God, wars, terrorist attacks or any other reason beyond the reasonable control of Company.
15.10
Governing law and Jurisdiction. This Agreement shall be governed by and construed in accordance with the laws of the Republic of India. The Parties hereby submit to the exclusive jurisdiction of the courts in Hyderabad for any matters or disputes arising out of or in connection with this Agreement.
15.11
Non-Solicitation. Supplier agrees that during the term of the Agreement and for a period of one (1) year thereafter, Supplier shall not solicit any of the employees of Company or divert or attempt to divert from Company any business of any kind in which it is engaged, including, without limitation, the solicitation of or interference with any of Company’s suppliers or customers.
15.12
Conflict of Interest. During the term of the Agreement, Supplier must not engage in any work, paid or unpaid, that creates an actual or potential conflict of interest with Company. Such work shall include, but is not limited to, directly or indirectly competing with Company in any way, or acting as an officer, director, employee, consultant, stockholder, volunteer, lender, or agent of any business enterprise of the same or similar nature as, or which is in direct or indirect competition with, the business in which Company is now engaged or in which Company becomes engaged during the term of Supplier’s association with the Company, as may be determined by the Company in its sole discretion. If Company believes such a conflict exists during the term of this Agreement, Company may ask Supplier to choose to discontinue the other work or discontinue the provision or delivery of goods and/or services to the Company. In addition, Supplier agrees not to refer any client or potential client of Company to competitors of Company under any circumstances.
Supplier shall avoid circumstances or potential circumstances that may involve an actual or potential conflict of interest, directly or indirectly. Supplier shall immediately and fully disclose such relevant circumstances to Company, in order to determine whether an actual or potential conflict of interest exists. If an actual or potential conflict of interest is determined by Company, Company may take necessary steps to remove the conflict of interest at its sole discretion. In the event Supplier fails to disclose the circumstances or potential circumstances that may involve an actual or potential conflict of interest as set forth above, Company reserves the right to suspend the provision or delivery of goods and/or services for such time as it deems fit or terminate the Agreement forthwith upon written notice.
15.13
Anti-Bribery. Supplier agrees that in connection with the provision of the goods and/or services, Supplier shall abstain from giving or receiving gifts, including without limitation, travel, or entertainment. Supplier acknowledges that it has not violated and undertakes that it will not violate any applicable anti-corruption and anti-bribery laws and regulations in force in the jurisdiction where either Party is domiciled or operates, as well as any anti-corruption or anti-bribery laws and regulations of other jurisdictions that may be applicable to the transactions contemplated under this Agreement. Supplier agrees that it has not and undertakes that it shall not engage in any conduct that may be in violation of the applicable anti-corruption or anti-bribery laws, including without limitation, making of payments or transfers or the promise of payment or transfers of value, offers, promises or giving of any financial or other advantage, or requests, agreements to receive or acceptances of any financial or other advantage, either tangible or intangible, including gifts or kick-backs, or permitting or authorizing any of the aforesaid acts, either directly or indirectly, which have the purpose or effect of public or commercial bribery or acceptance of or acquiescence in bribery, extortion, facilitation payments or other unlawful or improper means of obtaining or retaining business, commercial advantage or the improper performance of any function or activity. Supplier shall procure the compliance with the above obligations from the Supplier Representatives and its associated persons, officers, employees, agents, subcontractors, or independent service providers as may be used for the fulfilment of its obligations under this Agreement. If Supplier gains knowledge of any conduct by any of the Supplier Representatives or any of its associated persons, officers, employees, agents, subcontractors, or independent service providers which constitutes the actions as set out above, or if it has reasonable suspicion of the existence of such conduct, it shall immediately inform Company of such knowledge and provide Company with information it may reasonably require regarding such conduct.
Company shall have the right to suspend or terminate this Agreement forthwith without any liability to Supplier in the event of a breach by the Supplier of this clause. The above mentioned right of termination is without prejudice and in addition to any other right or remedy that Company may have under the applicable laws.
15.14
Non-exclusive Remedies. The rights and remedies available to Company under this Agreement are without prejudice and in addition to any other right or remedy that Company may have under applicable laws or equity.
15.15
Survival. Rights and obligations under these Supplier Terms, including in relation to provisions related to ownership, representations, warranties, indemnities, confidentiality, and consequences of termination, which by their nature should survive or are expressly so stated herein shall remain in full force and effect to the extent so specified, notwithstanding any expiry or termination.
15.16
Counterparts and Electronic Signatures. This Agreement may be executed in any number of counterparts, each of which when executed and delivered shall constitute a duplicate original, but all counterparts together shall constitute a single agreement. Digital or electronic signatures complying with the applicable laws shall be deemed original signatures for purposes of this Agreement. Transmission by telecopy, electronic mail, or other legally recognized transmission method of an executed counterpart of this Agreement will constitute due and sufficient delivery of such counterpart.