Supplier Terms

These terms and conditions (“Supplier Terms”) together with the Purchase Order(s) issued by the Company from time to time (collectively, the “Agreement” ) govern the purchase of goods and/or services by Rankguru Technology Solutions Private Limitedor any of its subsidiaries or affiliates under its control (as may be applicable) and/or provision of goods and/or services by the person or entity identified in the Purchase Order (“Supplier”).
The Terms constitute a binding and enforceable contract between Rankguru Technology Solutions Private Limited, or any of its subsidiaries or affiliates under its control (as may be applicable) having its office at 6th Floor, NCC Building, Durgamma Cheruvu Road, Vittal Rao Nagar, HITEC City, Hyderabad, Telangana 500081 (“Company”, “we”, or “us”) and Supplier. For the avoidance of doubt, “Company” means and includes Rankguru Technology Solutions Private Limited, or any of its subsidiaries or affiliates under its control, as may be applicable from time to time.
Supplier is the supplier of goods and/or services, who has accepted a purchase order issued by Company (“Purchase Order”) and is identified as a supplier in the Purchase Order. Through these terms, Company and Supplier are collectively referred to as “Parties”.
The Terms include any guidelines, additional terms, policies, and disclaimers made available or issued by Company from time to time.
Supplier represents and warrants that it has full legal capacity and authority to agree and bind itself to these Terms. Where Supplier is providing goods and/or services as an agent of a third party, Supplier represents and confirms that it is a duly authorized person, firm or company representing the entity that it is acting for and on behalf of as its agent (“Principal”) and is fully authorised and empowered by the Principal to do and abstain from all acts required to be done or to be abstained from under this Agreement, including but not limited to executing this Agreement, release orders, issuing invoices, performing its obligations under the Agreement, receiving notices served by Company.

The Parties agree as follows.
1. Scope of goods and/or services. Company hereby engages the Supplier to provide the goods and/or services more specifically described in the Purchase Order on a non-exclusive basis at such locations in India as instructed by Company, from time to time. Supplier acknowledges and agrees that time is of essence with respect to the delivery of good and/or services hereunder.
2. Term. Unless terminated earlier in accordance with provisions of this Agreement, this Agreement shall come into effect on the date when Supplier first provides goods and/or services to the Company (“Effective Date”) and continue to remain in force until terminated by either Party in accordance with the terms hereof (“Term”).
3. Payment And Taxes.
  1. 3.1
    In consideration of the goods and/or services to be provided by the Supplier and performance of the terms and conditions of this Agreement, Company shall pay to the Supplier such amounts as set out in the Purchase Order (“Fees”) and in the manner prescribed herein.
  2. 3.2
    The Fees payable shall be inclusive of all costs, expenses, etc. which may be incurred by the Supplier in relation to the performance of the goods and/or services.
  3. 3.3
    The Supplier shall raise invoices containing such particulars as may be prescribed under the GST Act and Rules thereunder, as amended from time to time. The billing address will be Company's office address as per the GST registration, which will be applicable as per the rules prescribed under GST. Further, the payment of such invoices will be made by Company only after the benefit of the input tax credit reflects on the GSTR2A portal of the Company. Any delay or default on part of Supplier to transfer the input tax credit to the Company shall be adjusted by the Company in the subsequent invoices. In the event there are no subsequent invoices against which such amounts of input tax credit are to be adjusted, Company shall raise an invoice for recovery of such input tax credit to Supplier and Supplier shall make payment of such invoice within 7 (seven) days of receipt of the invoice.
  4. 3.4
    Company shall make payment of undisputed portion of Fees within such period of time as set forth in the applicable Purchase Order.
  5. 3.5
    Company shall claim the credit for the invoice issued as per the applicable GST laws. In event of denial of input tax credit to Company on the invoice, on account of any non-payment of taxes or non-compliance by the Supplier with the GST laws, Company shall be entitled to recover from the Supplier the amount of tax credit as mentioned on the invoice along with an interest at the rate of 18% per annum.
  6. 3.6
    The Supplier represents and warrants that it shall comply with the GST laws and other indirect tax laws and the requirements therein.
  7. 3.7
    If as per the applicable tax laws, Company is liable to deduct taxes at source (“TDS”) on payments made to Supplier, then Company shall make payment net of such TDS and shall provide a proof of such TDS deduction within a commercially reasonable time. Supplier shall raise any disputes on TDS credit within 90 days from the date of receipt of payment.
  8. 3.8
    The Supplier undertakes not to make any claim from Company regarding any additional costs, expenses, or extension of the goods and/or services beyond those that have been explicitly stated in the Purchase Order. The Supplier shall not be entitled to receive any other compensation whatsoever except the payments mentioned in the relevant Purchase Order and the said payments shall be in consideration of all the obligations, services, and facilities agreed to be rendered or provided by the Supplier pursuant to this Agreement.
  9. 3.9
    In relation to any new or additional taxes that may be imposed by authorities hereinafter and payable in relation to the goods and/or services rendered hereunder, each Party shall bear and pay such taxes as such Party is legally required to bear and pay.
  10. 3.10
    If Company in good faith disputes any portion of any invoice, Company shall submit to Supplier within ninety (90) days following receipt of invoice, commercially reasonable documentation identifying the disputed amount. Any disputed amount of Fees shall be payable to the Supplier within thirty (30) days from the date of resolution of the dispute.
4. Obligations and Undertakings of the Supplier.
  1. 4.1
    Supplier will render goods and/or services with the highest degree of skill, care and diligence observed in the ordinary course of the industry in which Supplier conducts business and will comply with the applicable laws and regulations in the performance of its obligations under this Agreement.
  2. 4.2
    Supplier undertakes that it shall not provide any goods or services or perform any activities or obligations pursuant to the same in the absence of a duly authorised Purchase Order issued by Company clearly stating in reasonable detail the nature of good or services to be purchased by Company along with the consideration payable against such goods or services (each, a “Purchase Order”). For the avoidance of doubt, Supplier acknowledges and agrees that under no circumstances shall Supplier provide any goods or services in the absence of a duly authorised and valid Purchase Order issued by Company.
  3. 4.3
    Supplier irrevocably acknowledges and agrees that Company shall not be liable to make payments or perform any obligations with respect to any goods or services provided by Supplier in the absence of a Purchase Order issued by Company with respect to such goods and services. Supplier hereby irrevocably (a) undertakes to not bring any claims against Company with respect to such goods and services, and (b) waives all of its rights under contract, law, or equity that may be available to Supplier to bring any claims against Company with respect to such goods and services.
  4. 4.4
    In addition to the obligations set out hereunder, Supplier shall perform such other obligations as set forth in the respective Purchase Order, or mutually agreed between the Parties in writing.
5. Obligations of Company.
  1. 5.1
    Wherever applicable, Company shall, at its sole discretion, provide Supplier such Content as Company may require from time to time in order to avail goods and/or services from the Supplier.
    
    For the purposes of this Agreement, “Content” shall mean and include any and all data and information to Supplier in any form, including without limitation, information, questions, answers, assessment papers, tables, drawings, images, videos, audio, text pertaining to online or offline educational and learning courses offered by Company to students and teachers, or any other material in any format, media, form, or manner provided to the Supplier for the purpose of availing goods and/or services.
  2. 5.2
    Company shall make payment of Fees to the Supplier in consideration of the goods and/or services provided under this Agreement, as set forth in Section 3 above.
6. Representations And Warranties.
  1. 6.1
    Each party represents and warrant that (a) it is duly organised, validly existing, and in good standing under applicable laws; and (b) it has the full right, power, and authority, to enter into these Supplier Terms, exercise its rights and perform its obligations, and grant the rights, licences, authorisations, and consents it grants or is required to grant under these Supplier Terms.
  2. 6.2
    The Supplier represents and warrants that (a) it has the requisite rights, licenses, consents and authority to deliver the goods and/or services and perform its obligations under the Agreement; (b) it is not under any disability, restriction, or prohibition, whether legal, contractual, or otherwise that prevents it from providing the goods and/or services to Company; (c) there is no present or prospective claim, proceeding, or litigation in respect of the goods and/or services, or any portion thereof that may in any manner impair, limit, inhibit, diminish, or infringe upon Company’s rights to use and exploit the goods and/or services in any manner; (d) it is the sole and exclusive owner of the goods and/or services and all underlying materials or works therein; (e) it has procured all necessary and requisite approvals, consents, authorisations, and/or licences in respect of the goods and/or services, including any required releases, waivers, permissions, and assignments from third parties; (f) Company is not and shall not be required to procure any permissions, authorisation, consents, or licences or make any payments to any third parties to use or exploit the good and/or services; (g) Company shall not be responsible for (i) the payment of any amounts accruing to any person due to the use or exploitation of the goods and/or services or any portion thereof, or (ii) procuring any licences or authorisations in respect of any of the goods and/or services or any portion thereof; (h) the goods and/or services and all parts thereof will be original, will not be obscene, blasphemous, or defamatory, will not be in contravention of applicable laws, and will not infringe the rights of any third parties.
  3. 6.3
    The Supplier further represents and warrants that (a) it shall use the Company Materials, Personal Information, Sensitive Personal Data or Information accessed, collected, or processed pursuant to this Agreement solely for the purpose of fulfilling its obligations under the Agreement; (b) the goods and/or services or deliverables provided by it hereunder or performance of any of its obligations under this Agreement shall not violate third party rights, including without limitation, intellectual property rights; (c) it shall obtain requisite consents from the relevant data subject prior to disclosing or sharing any Personal Information, or Sensitive Personal Data or Information for processing by Company; (d) entering into and performance of the obligations contemplated under this Agreement does not and shall not conflict with any applicable law or regulation; (e) it shall not engage in any act or omission that may result in violation of applicable laws by Company; (f) it shall remain in compliance with the applicable laws, regulations, notifications, directions and guidelines throughout the term of this Agreement, including without limitation, intellectual property laws, and The Information Technology Act, 2000 and the rules framed thereunder; (g) it shall comply with all applicable employment laws and regulations at all times and shall be solely liable to make all statutory payments and provide the requisite benefits to the Supplier Representatives in accordance with the applicable laws and regulations, including without limitation, salary, wages, social security and retirement benefits, insurance, leaves, holidays etc.; (h) it shall not employ children, forced, bonded or compulsory labor and/or slavery or trafficking of people in its business or operations, and all employment with Supplier shall be voluntary and employees shall be free to leave their employment in compliance with applicable laws; and (i) neither Supplier nor any of the Supplier Representatives shall (i) make any statement, or (ii) publish, upload, or post any content or information on any platform or medium, including without limitation, media, electronic media, or social media, with respect to Company without the prior written approval of Company in each instance.
    
    “Supplier Representatives” shall mean and include the directors, officers, employees, agents, vendors, subcontractors, or any representatives of Supplier, whether authorized by Company or not.
7. Termination.
  1. 7.1
    This Agreement (including any Purchase Order) may be terminated forthwith by Company at any time by providing a written notice to the Supplier.
  2. 7.2
    Supplier may terminate this Agreement by giving thirty (30) days’ written notice to Company.
  3. 7.3
    Any violation or breach of the Supplier Terms shall result in termination of any existing Purchase Order(s) subsisting at the time of such violation or breach.
  4. 7.4
    Company may terminate this Agreement forthwith upon written notice if the Supplier commits a breach of this Agreement which is (a) not capable of remedy in Company’s sole discretion; (b) capable of remedy and Supplier fails to remedy such breach to the satisfaction of Company within twenty-four (24) hours of receipt of a written notification from Company.
  5. 7.5
    Consequences of Termination: Immediately upon termination of this Agreement, (a) Supplier shall and shall cause its subcontractors to permanently delete (without retaining any copies thereof) all Content, Confidential Information, Personal Information, and Sensitive and Personal Data or Information received, accessed or collected from Company pursuant to this Agreement, and deliver to Company a certificate of destruction confirming the same duly signed by any of its authorized representative; and (b) if any pre-paid amounts are paid by Company, refund such portion of pre-paid amounts paid by Company for the unconsumed portion of goods and/or services on a pro-rata basis.
    
    Upon termination of the Agreement, the Supplier shall and shall cause its Subcontractors to forthwith return all materials that comes within the possession or control of the Supplier pursuant to this Agreement, including without limitation, data, information, documents, devices, assets and properties of the Company provided by the Company or accessed by Supplier or any of the Supplier Representatives Company pursuant to this Agreement (collectively, “Company Materials”).
    
    In the event any of the Supplier’s subcontractors fail to return any of the Company Materials, Company reserves the right to make applicable deduction from the Fees due and payable to the Supplier, if any. In the event the Fees due and payable to the Supplier are not sufficient to recover the deductions towards Company Materials, Company shall raise a demand note and Supplier shall forthwith pay on demand such amounts set forth in the demand note. Pursuant to the foregoing, it is hereby clarified that Company shall have the right to withhold any payments, documents, or materials that Supplier may be entitled to pursuant to this Agreement.
    
    Notwithstanding anything to the contrary herein, the termination of these Supplier Terms shall not relieve or release the Supplier from providing any goods and/or services owed to Company under these Supplier Terms or other obligations having accrued under these Supplier Terms until the effective date of termination.
8. Intellectual Property Rights.
  1. 8.1
    Notwithstanding anything to the contrary in the Agreement, Company shall retain all rights, title and interest in the patents, copyrights, trademarks, proprietary marks or any licensed software, service marks, trademarks, trade secrets and any other form of intellectual property in any part of the world, whether registered or not (collectively, “Intellectual Property Rights”). Supplier shall, and undertakes that its Subcontractors shall, not use the name, brand name, logo, names of products and services provided by Company, or any of the Intellectual Property Rights of Company in any medium, form or manner without the prior written approval of Company for each instance of usage.
  2. 8.2
    Work for Hire. Supplier hereby irrevocably acknowledges and agrees that any application and/or any features related thereto (or any portion thereof), deliverables, items, materials, data, or information in any form, which are conceived, created, developed, generated, or discovered by Supplier, solely or jointly with others, pursuant to this Agreement, including without limitation, Company Materials, programming or computer codes, source code, algorithms, artificial intelligence, knowledge, know-how, databases, applications, including without limitation, online and mobile applications, audio or video files, ideas, concepts, designs, discoveries, techniques, patents, copyrights, trademarks or computer programs relating to the business or operations of Company, its parent entity, and each of their subsidiaries and affiliates, shall be deemed to have been made within the scope of Supplier’s provision of services under this Agreement and therefore constitute works for hire, and shall automatically upon their creation become the exclusive property of Company. Supplier agrees to promptly notify and fully disclose the existence of such works to the Company. To the extent such items are not works for hire under applicable law, Supplier irrevocably (a) assigns such works, any and all Intellectual Property Rights and intangible proprietary rights relating thereto to Company in their entirety, and (b) agrees to execute any and all documents necessary or desired by Company to reflect Company’s ownership thereof.
  3. 8.3
    Supplier shall not, under any circumstances, seek or attempt to register any Intellectual Property Rights using or incorporating the Intellectual Property Rights of Company or deceptively similar thereto in any form or manner.
  4. 8.4
    To the extent Supplier holds any right, title, or interest in and to the Company Materials, Supplier hereby irrevocably (a) assigns to Company all such rights, title and interest in and to such Company Materials; and (b) waives any claims in such Company Materials. To the extent Company Materials are not works for hire under applicable law, Supplier assigns them and any and all Intellectual Property Rights and intangible proprietary rights relating thereto to the Company in their entirety and agrees to execute any and all documents necessary or desired by the Company to reflect the Company’s ownership thereof.
  5. 8.5
    For the purpose of this Agreement, “Company Materials” means and includes all materials of Company, including without limitation, Content, data, information, documents, devices, assets, and properties of Company provided by Company or accessed by the Supplier pursuant to this Agreement.
9. Confidentiality And Personal Data.
  1. 9.1
    Supplier shall not disclose in any form any information pertaining to the business or operations of Company or any of its subsidiaries, affiliates or group companies, including without limitation, Content (as defined in Section 5.1 above), Personal Information, Sensitive Personal Data or Information, trade secrets, business plans, marketing plans, or any other information shared by Company or accessed, collected, processed, or received by Supplier pursuant to this Agreement that may or may not be marked or designated as confidential (“Confidential Information”). Supplier may disclose Confidential Information only to its employees strictly on a need-to-know basis and only to such employees, consultants, advisors, subcontractors, or other representatives (collectively, “Representatives”) who have a need to access such Confidential Information to perform its obligations under the Agreement, provided that the Representatives are bound by confidentiality obligations which are at least as restrictive as the terms of this Agreement. Supplier shall not disclose any Confidential Information to any third party without the prior written consent of Company. Supplier shall not use the Confidential Information for any purpose other than to provide goods and/or services solely in accordance with the terms of the Agreement. Supplier shall take care and use all reasonable efforts to maintain the confidentiality, integrity, and availability of the Confidential Information that it ordinarily uses with respect to its own Confidential Information, which in no event shall be less than a commercially reasonable degree of care.
    
    For the purpose of this Agreement:
    
    “Personal Information” shall have the meaning ascribed to it in the Information Technology (Reasonable Security Practices and Procedures and Sensitive Personal Data or Information) Rules, 2011.
    
    “Sensitive Personal Data or Information” shall have the meaning ascribed to it in the Information Technology (Reasonable Security Practices and Procedures and Sensitive Personal Data or Information) Rules, 2011.
  2. 9.2
    CONSENT FOR PROCESSING OF PERSONAL INFORMATION. SERVICE PROVIDER HEREBY EXPRESSLY CONSENTS TO THE COLLECTION, USE, PROCESSING, AND TRANSFER OF ITS PERSONAL INFORMATION, AND SENSITIVE PERSONAL DATA OR INFORMATION BY COMPANY. IN THE EVENT SERVICE PROVIDER DISCLOSES TO COMPANY ANY PERSONAL INFORMATION, OR SENSITIVE PERSONAL DATA OR INFORMATION OF ANY THIRD PARTY, SERVICE PROVIDER UNDERTAKES THAT IT SHALL OBTAIN EXPRESS CONSENTS FROM SUCH THIRD PARTY PRIOR TO DISCLOSING OR SHARING ANY PERSONAL INFORMATION, OR SENSITIVE PERSONAL DATA OR INFORMATION FOR COLLECTION, USE, PROCESSING, AND TRANSFER BY COMPANY.
  3. 9.3
    Supplier shall at all times be fully responsible for compliance with and breach of these confidentiality obligations by Supplier Representatives or any third party acting for or in behalf of Supplier, including without limitation, Supplier’s employees, agents, representatives, consultants, and contractors. Supplier’s obligations set forth in this section of the Agreement shall survive the expiry or termination of the Agreement.
10. Relationship of the Parties. This Agreement is on a principal-to-principal basis and the Parties are independent of each other. Nothing contained herein is intended to or shall be deemed to create any partnership, joint venture, employment or relationship of principal and agent between the Parties hereto. Supplier shall not have any right to create any obligations on behalf of Company.
11. Indemnification. Supplier hereby indemnifies, defends and holds harmless Company, its subsidiaries, affiliates, group companies, and each of their officers, directors, employees, agents, representatives, successors and assigns, to the fullest extent permitted by applicable laws, from and against any and all losses, damages, claims, costs (including legal expenses), fines, suit or any action incurred or sustained by Company arising out of or in connection with (i) breach of any of the representations and warranties provided by the Supplier; (ii) violation of intellectual property rights of Company or any third party; (iii) violation of applicable laws, including without limitation, applicable data protection laws; (iv) an act of fraud; (v) any claim that the Supplier’s Subcontractors are service providers or employees of Company; or (vi) any act or omission of any of the Subcontractors; or (vii) breach of any of the terms of this Agreement.
12. Limitation of Liability. IN NO EVENT SHALL INFINITY LEARN OR ANY OF ITS SUBSIDIARIES, AFFILIATES, GROUP COMPANIES BE LIABLE FOR ANY INDIRECT, SPECIAL, REMOTE, INCIDENTAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, LOSS OF BUSINESS OR PROFITS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
  
  NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE AGREEMENT, IN NO EVENT SHALL THE MAXIMUM AGGREGATE LIABILITY OF INFINITY LEARN FOR ANY LOSSES, DAMAGES AND CLAIMS ARISING OUT OF OR IN CONNECTION WITH THE AGREEMENT EXCEED THE AMOUNT OF FEES PAID BY INFINITY LEARN UNDER THE PURCHASE ORDER PURSUANT TO WHICH THE CLAIM AROSE.
13. Supplier Code of Conduct. At all times during the term of this Agreement, Supplier will comply with the Company’s Supplier Code of Conduct ("Code of Conduct"), as amended by Company from time-to-time, available at www.infinitylearn.com/supplier-code-of-conduct/. Notwithstanding anything to the contrary herein, Supplier will: (i) allow Company and a third party representative, retained by or representing Company (collectively, the "Auditor"), to assess Supplier’s compliance with the Code of Conduct by inspecting Supplier’s facilities and/or reviewing Supplier’s practices, policies, and relevant records without notice, and/or by interviewing Supplier’s personnel without monitoring, solely to verify Supplier’s compliance with the Code of Conduct (collectively, an "Assessment"); (ii) promptly provide the Auditor with access to any relevant facilities and personnel without disruption or interference, in connection with any Assessment; (iii) promptly provide complete and accurate information and documentation in response to the Auditor’s requests, (iv) allow the Auditor to review and assess working hours and conditions, remuneration and benefits, personnel practices, production, dormitory, and dining facilities, business conduct, and health, safety, and environmental practices, as applicable, in connection with any Assessment; (v) not request or encourage, directly or indirectly, any Supplier personnel to furnish false or incomplete information in connection with any Assessment; (vi) not take retaliatory action against any Supplier personnel interviewed during an Assessment. Any violation of this clause shall constitute a material breach of these Supplier Terms and shall entitle the Company to terminate the Agreement forthwith upon written notice.
14. Prevention of Sexual Harassment of Women. Supplier shall, at all times, remain in compliance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed thereunder (hereinafter collectively referred to as “PoSH Law”). Supplier shall, at all times, comply with Company's Policy on Prevention of Sexual Harassment of Women at Workplace as amended by Company from time-to-time, available at www.infinitylearn.com/posh ("Policy for PoSH"). The Supplier acknowledges that it has reviewed the Policy for PoSH and understands its obligations under the same. Supplier shall, at all times, maintain and have in place a policy for prevention of sexual harassment at workplace in accordance with the PoSH Law, and take such steps as may be required under the PoSH Law from time to time. Supplier undertakes to cause all the Supplier Representatives to strictly adhere to the provisions of the PoSH Law and Policy for PoSH. The Supplier shall take all necessary measures to prevent and prohibit any form of sexual harassment of women, as defined under the PoSH Law or Policy for PoSH. Supplier shall establish and maintain a robust reporting mechanism for incidents or complaints related to sexual harassment. Such mechanism shall allow for confidential reporting and prompt investigation of any reported incidents. Supplier shall cooperate fully with Company in any investigation related to alleged instances of sexual harassment involving any of the Supplier Representatives. The Supplier shall conduct periodic training sessions and awareness programs for the Supplier Representatives on the PoSH Law. The Supplier shall keep records of such training sessions and provide evidence of compliance with this requirement upon request by Company. Any violation of this clause shall constitute a material breach of these Supplier Terms and shall entitle the Company to terminate the Agreement forthwith upon written notice.
15. General.
  1. 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.
  2. 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.
  3. 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.
  4. 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.
  5. 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.com
    
    For Supplier:
    Address: As set forth in the Purchase Order
  6. 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.
  7. 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.
  8. 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.
  9. 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.
  10. 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.
  11. 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.
  12. 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.
  13. 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.
  14. 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. 15.15
    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.
  16. 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.