This Service Agreement (“Agreement”) shall apply and govern the Statement of Work(s), project, letter of intent or any other document (“SOW”) executed between Barrownz Business Management and Consultancy Services Private Limited (BBMCSPL) or any of its affiliates [specifically identified in the SOW] (“Consultant/Consultant”) and Customer, for the purpose of providing professional services (“Services”) or deliverables (“Deliverable”) for software development and consulting.
1. Payment :
1.1 - BBMCSPL will submit the invoice for fees or expenses for services performed and the applicable documentation to the Customer(s). Unless otherwise specified in the Statement of services or statement of work(s), the charge or expenses invoiced in accordance with this section, except for any amount disputed, shall be payable by Customer(s) within Sixty Days(60) days of receipt of each invoice.
1.2 - If Customer(s) in good faith believe there is a dispute concerning the accuracy or applicability of any invoiced amount, it will notify BBMCSPL of the nature of such dispute and will provide detailed support for such dispute within Ten (10) business days after giving notice. Customer(s) shall pay all undisputed amount to BBMCSPL.
2. Fees Expenses, Taxes and Records :
2.1 - Fees
(a) Customer(s) agrees to invoice BBMCSPL monthly in arrears, for the services and deliverables provide to Customer(s) by BBMCSPL in country currency and in accordance with the schedule of payments set forth in the payment schedule attachment to each statement of service or statement of work(s).
2.2 - Expenses
BBMCSPL shall invoice Customer(s) monthly in arrears for those expenses incurred as a result of performing the services, which are specifically set forth as authorised by customer(s) in the payment schedule attachment to the statement of services and statement of work(s).
2.3 - Taxes
Customer(s) agrees to pay any sales or uses taxes if any imposed by any state or local taxing jurisdiction on or with respect to the performance by BBMCSPL.
2.4 - Records
BBMCSPL shall maintained complete and accurate accounting record in accordance with generally accepted accounting principles, substance customer(s) fee and expenses.
3. Approval Process :
Customer will have seven (7) days following receipt of the Services or Deliverable (“Acceptance Period”), to complete acceptance tests as per acceptance criteria agreed in the SOW (“Acceptance Criteria”). If no notice of non-conformance to Acceptance Criteria is reported during Acceptance Period, Deliverables or Services are deemed accepted by the Customer.
4. Confidentiality :
Confidential information shall mean any information disclosed by one party to the other party, in any form including without limitation documents, business plans, source code, software, technical/ financial/ marketing/ customer/ business information, specifications, analysis, designs, drawings, data, computer programs, any information relating to personnel or Affiliates of a party and include information disclosed by third parties at the direction of a Disclosing Party and marked as confidential within 15 days of such disclosure. Confidential Information shall however, exclude any information which (i) is/ was publicly known or comes into public domain; (ii) is received by the Receiving Party from a third party, without breach of this Agreement; (iii) was already in the possession of Receiving Party, without confidentiality restrictions, at the time of disclosure by the Disclosing Party; (iv) is permitted for disclosure by the Disclosing Party in writing; (v) independently developed by the Receiving Party without use of Confidential Information; (vi) is required to be disclosed by the Receiving Party pursuant to any order or requirement from court, administrative or governmental agency, provided that the Receiving Party shall give the Disclosing Party prompt written notice of such order or requirement and an opportunity to contest or seek an appropriate protective order. The Receiving Party agrees not to use any Confidential Information for any purpose except for conducting business with the Disclosing Party, or otherwise agreed in writing.
5. Intellectual Property Rights :
Customer(s) shall own all right, title and interest in and to the Deliverables. The rights, title and interest in and to the Deliverables shall be granted to the Customer only upon receipt of full payment by the Consultant. To the extent that the Deliverables incorporates Consultant pre-existing intellectual property (“Consultant Pre-existing IP”), and such Consultant Pre-Existing IP are necessarily required for the proper functioning of the Deliverables Consultant grants to Customer a perpetual, non-exclusive, worldwide, transferable, royalty-free license to use such Consultant Pre-Existing IP solely along with the Deliverables.
6. Warranties :
6.1 - BBMCSPL warranties represent and warrant that under this ninety (90) days after the final acceptance Customer(s) shall not claim for further change(s) in there services or product which will delivered by BBMCSPL. Modification to or change in deliverables not made or approved by BBMCSPL.
6.2 - Additional Warranties – in the statement of service or statement of work(s) the parties may agree upon warranties which will apply to deliverables to be provided under the statement of services.
Except as expressly stated in this Agreement, the parties disclaim all warranties of any kind, implied, statutory, or in any communication between them, including without limitation, the implied warranties of merchantability, non-infringement, title, and fitness for a particular purpose.
7. Limitation of Liability :
In no event will party be liable for consequential, incidental, indirect, punitive, exemplary or special damage, however caused and based on any theory of liability arising out of relating to this agreement, even if a party has been advices of the possibly of such damage. BBMCSPL’s aggregate liability hereunder shall not exceed amount paid hereunder by Customer(s).