[Updated on December 17th, 2016]
The following are the “Terms and
Conditions” which govern the delivery of the consulting services provided by CA
VIKRAM SHANKAR MATHUR (“@vsmathurco”) to the client noted in the applicable Services
Schedule (“Client”) which is executed by and between the parties and references
these Terms and Conditions.
1. Project Authorization &
Services. The “Services” provided under these Terms and Conditions will be
those set forth in any mutually agreed services schedule, @vsmathurco quotation
(“Quote”), order form, statement of work or other document executed by the @vsmathurco
and Client referencing these Terms and Conditions (each, a “Services
Schedule”). The Services may include (a) configuration, implementation,
training or other consultation related to a @vsmathurco product or service that
Client has received rights to use under a separate agreement, and/or (b)
strategic, advisory, design and/or other consulting services related to digital
marketing. Each Services Schedule shall be governed by these Terms and
Conditions. Client warrants that the individual executing the Services Schedule
is a duly authorized representative of Client.
2. Payment for Services. Services
fees are invoiced in full upon receipt of an order, with payment terms of Net
30, except as otherwise specified on the applicable Services Schedule. The fees
specified in the Services Schedule are the total fees and charges for the
Services and will not be increased during the term of the Services Schedule
except as the parties may agree in writing. Client is responsible for all
applicable federal, state and local sales, use or other taxes due on the
Services rendered hereunder, except for taxes based on @vsmathurco’ income. If
any change affects the time or cost of performance under the applicable
Services Schedule, an adjustment in the time and/or compensation to be paid
thereunder shall be agreed to in writing by the parties before such
modification shall be effective. @vsmathurco shall be reimbursed for the travel
expenses specified in the Services Schedule, if any. If dates @vsmathurco is
scheduled to be onsite are changed or cancelled by Client within fourteen (14)
days of the scheduled date, Client shall be assessed a cancellation fee of $5,000
in addition to any travel related fees and penalties.
3. Term and Termination. These Terms
and Conditions shall remain in effect from the effective date specified in the
Services Schedule through the completion of the Services contemplated in the
Services Schedule. Each Services Schedule, with respect to the Services, shall
become effective on the effective date specified in the applicable Services
Schedule (“Services Effective Date”) and shall expire on the date that Services
are completed thereunder (“Services Completion Date”). Either party may
terminate the Services Schedule upon written notice given to the other party,
if the other party materially breaches the Services Schedule and fails to cure
such breach within thirty (30) days following receipt of notice describing the
breach. Upon termination by Client for @vsmathurco’ material breach, Client
shall be liable only for payment for the Services rendered through the
termination date, and shall receive from @vsmathurco a pro-rata refund of any
unused, prepaid fees for Services.
4. Provision of Services. @vsmathurco
will perform Services based on a schedule mutually agreed to by the parties.
Services will expire unless the Services are scheduled and delivered within
twelve (12) months from the date they were ordered. Services will ordinarily be
performed by a @vsmathurco service representative or other authorized
representative of @vsmathurco. Client agrees, however, that @vsmathurco, in its
sole discretion, may provide the Services through a third party representative.
5. Access. Client shall provide @vsmathurco
with access to data, materials, software and hardware as reasonably required
for @vsmathurco to perform the Services (“Client Materials”). Client hereby
grants @vsmathurco a limited right to use such Client Materials solely for the
purpose of performing Services hereunder. Client represents and warrants that
it has all rights necessary in the Client Materials to provide them to @vsmathurco
for such purpose. Client shall provide @vsmathurco with safe access to Client’s
premises as reasonably required for @vsmathurco to perform the Services, if
onsite performance of Services is needed and agreed to by Client. @vsmathurco
personnel shall comply with the reasonable written rules and regulations of
Client related to use of its premises, provided that such written rules and
regulations are provided to @vsmathurco prior to commencement of the Services. @vsmathurco
shall not be responsible for failures or delays in performing Services due to
Client’s failure or delay to provide access to Client Materials or Client
premises or due to Client-imposed or government-imposed security requirements.
6. Third Party Platforms and Data.
For certain Services, the Client may provide @vsmathurco with access to certain
data and materials (“Third Party Data”) accessed through Clients’ accounts
(“Third Party Accounts”) with third party application platforms through which
Client offers its Site to end users (“Third Party Platforms”). “Site” means
those websites, Third Party Platforms, applications or devices owned or
controlled by Client or a third party for which Client wishes to, and has the
authority to, use the @vsmathurco tracking code, @vsmathurco APIs, third party
APIs, or any other collection methods to collect or upload data in connection
with the Services. For these Services, @vsmathurco will need rights to access,
upload and view the Third Party Data by using Client’s credentials to access
Third Party Accounts. Client acknowledges and agrees that Services related to
any Third Party Data or Third Party Platforms are conditioned and dependent
upon the applicable Third Party Platform allowing access to Client’s Third
Party Account and Third Party Data by @vsmathurco, as a service provider of
Client. Client shall provide @vsmathurco with timely and appropriate access to
its Third Party Account credentials and password (“Third Party Account
Information”) to enable @vsmathurco to access Client’s account on Third Party
Platforms. Client acknowledges and agrees that @vsmathurco’ provision of the
Services related to any Third Party Data is conditioned upon @vsmathurco’
receipt of correct and accurate Third Party Account information from Client,
and to the continuing practices, policies, APIs and/or terms of use of
applicable Third Party Platform providers making data available in the format
necessary to retrieve through the Services free of charge or restrictions. @vsmathurco
is not responsible for any changes or dysfunction of the results of the
Services, including, without limitation, any data visualization dashboard
and/or the data contained in the data visualization dashboard, arising from any
changes to practices, policies, APIs or terms of use of the Third Party
Platform providers. Client hereby grants @vsmathurco the right to, for the sole
purpose of providing Services, if such right is necessary to provide the
Services as described in the Services Schedule: (a) access Client’s Third Party
Accounts, (b) access and retrieve Third Party Data from the Third Party
Platforms via Client’s Third Party Accounts, (c) collect, store, use,
distribute, copy, modify and process any Third Party Data accessed via its
Third Party Account solely to provide the Services’ and (d) take such action
with respect to Client’s Third Party Accounts as appropriate in order to
provide the Services. Client shall ensure that the optimization, collection,
uploading, transmission, processing and storage of Third Party Data and any
other data provided by Client in connection with Client’s use of the Services
at all times comply with (i) Client’s own policies regarding privacy and
protection of user information, (ii) all applicable third-party terms and
privacy policies, including all applicable Third Party Platform terms, and
(iii) all applicable laws, rules and regulations, including those related to
optimization, processing, storage, use, reuse, disclosure, security, protection
and handling of Third Party Data.
7. Intellectual Property Rights.
Client has and will retain sole and exclusive right, title and interest in and
to all Client Confidential Information, Client Materials, Third Party Data, and
Third Party Account Information (collectively, “Client Property”), including
any and all intellectual property rights therein. @vsmathurco has and will
retain sole and exclusive right, title and interest in and to all @vsmathurco
Confidential Information, @vsmathurco products, @vsmathurco service, and all @vsmathurco
technology, platforms, methodologies, processes, techniques, ideas, concepts,
designs, tools, trade secrets and know-how, and any modifications, improvements
or derivative works of the foregoing, including any and all intellectual
property rights therein, (collectively, “@vsmathurco Property”). However, @vsmathurco’
ownership rights do not extend to Client Property embedded or incorporated in
the foregoing items.
Unless expressly stated otherwise in
Services Schedule, @vsmathurco will retain all right, title and interest in and
to all deliverables, work product, designs, methodologies, processes,
techniques, ideas, concepts, designs, tools, trade secrets and know-how, and
any modifications, improvements or derivative works of the foregoing resulting
from or used in providing the Services of the type described in Section 1(a)
above, excluding any and all Client Property, including any and all
intellectual property rights therein (“Configuration Services Results”). Upon
full and final payment of all fees and expenses owing to @vsmathurco under the
applicable Services Schedule, @vsmathurco hereby grants to Client the same
rights to use the Configuration Services Results as the rights granted to
Client under the @vsmathurco agreement with respect to the @vsmathurco software
or “software as a service” product to which such Configuration Services Results
pertains. Unless expressly stated otherwise in the applicable Services
Schedule, @vsmathurco hereby assigns to Client, upon full and final payment of
Fees due hereunder, all right, title and interest in and to the data delivered
or made available to Client as result of Services of the type described in
Section 1(b) above (“Client Data”). Unless expressly stated otherwise in the
applicable Services Schedule, @vsmathurco will retain all right, title and
interest in and to all deliverables, work product, designs, methodologies,
processes, techniques, ideas, concepts, designs, tools, trade secrets and
know-how, and any modifications, improvements or derivative works of the foregoing
resulting from or used in providing the Services of the type described in
Section 1(b) above, including all intellectual property rights therein
(“Digital Marketing Services”), but excluding all Client Property and all
Client Data. If applicable, based on the description included in the applicable
Services Schedule, upon full and final payment of all fees and expenses owing
to @vsmathurco under the applicable Services Schedule, @vsmathurco hereby
grants to Client a non-exclusive, worldwide, non-transferable, royalty-free
license to access and use the Digital Marketing Services provided to Client,
during the term specified in the applicable Services Schedule, for the purpose
of accessing and viewing Client Data.
8. Warranty. Provided that Client
performs its obligations to @vsmathurco under these Terms and Conditions and
the applicable Services Schedule, @vsmathurco warrants to Client that the
Services performed by @vsmathurco will be performed consistent with generally
accepted industry practice. @vsmathurco’ warranty shall expire 30 days after
the applicable Services Completion Date or earlier termination. @vsmathurco’
warranty shall only be effective if Client notifies @vsmathurco of the breach
of warranty within 30 days after the applicable Services Completion Date. @vsmathurco’
sole and exclusive obligation for breach of warranty shall be, at @vsmathurco’
option, to (a) use commercially reasonable efforts to perform the Services in a
manner that conforms to the warranty, or (b) refund to Client the fees paid by
Client to @vsmathurco for the nonconforming Services. The remedies set forth in
this paragraph are Client’s exclusive remedies for any breach of warranty.
9. Exclusion of Warranties. EXCEPT
FOR THE EXPRESS WARRANTY SET FORTH IN SECTION 8 OF THESE TERMS AND CONDITIONS,
THE SERVICES ARE PROVIDED “AS IS”. @VSMATHURCO EXPRESSLY DISCLAIMS ANY AND ALL
OTHER WARRANTIES OF ANY KIND OR NATURE WHETHER EXPRESS, IMPLIED OR STATUTORY,
INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY,
FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT, DESIGN OR SUITABILITY, OR
QUALITY OF SERVICE. WITH RESPECT TO THE PROJECT OR ANY GOODS, SERVICES OR OTHER
MATERIALS DELIVERED BY @VSMATHURCO, @VSMATHURCO DOES NOT GUARANTEE IN ANY WAY
THAT THE RESULTS OF ANY ANALYSIS AND REPORTS IT PRODUCES ARE ACCURATE. NO
WARRANTIES SHALL ARISE UNDER THESE TERMS AND CONDITIONS FROM COURSE OF DEALING
OR USAGE OF TRADE.
NOTWITHSTANDING ANYTHING HEREIN TO
THE CONTRARY, NONE OF @VSMATHURCO’ REPRESENTATIONS, WARRANTIES OR OBLIGATIONS
UNDER THESE TERMS AND CONDITIONS SHALL APPLY WITH RESPECT TO THIRD PARTY DATA
OR THIRD PARTY PLATFORMS. @VSMATHURCO MAKES NO WARRANTIES OR REPRESENTATIONS
AND WILL HAVE NO LIABILITY OR RESPONSIBILITY FOR ANY THIRD PARTY DATA,
INCLUDING THE ACCURANCY OR LEGALITY OF ANY THIRD PARTY DATA. ALL SERVICES WITH
RESPECT TO THIRD PARTY PLATFORMS AND THIRD PARTY DATA ARE PROVIDED “AS IS” AND
“AS AVAILABLE”, AND MAY BE DISCONTINUED AT ANY TIME BY @VSMATHURCO.
10. Limitation of Liability.
NOTWITHSTANDING ANYTHING IN THESE TERMS AND CONDITIONS TO THE CONTRARY, THE
ENTIRE LIABILITY OF EITHER PARTY TO THE OTHER ARISING OUT OF THESE TERMS AND
CONDITIONS FOR THE SERVICES PERFORMED HEREUNDER SHALL BE LIMITED TO THE AMOUNT
ACTUALLY PAID BY CLIENT TO @VSMATHURCO UNDER THE APPLICABLE SERVICES SCHEDULE.
IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, SPECIAL, EXEMPLARY,
INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF PROFITS OR DATA) WHETHER
BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR ANY OTHER
LEGAL THEORY, EVEN IF SUCH PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES
IN ADVANCE. THE PARTIES AGREE THAT THE LIMITATIONS SPECIFIED IN THIS SECTION 10
WILL SURVIVE AND APPLY EVEN IF ANY LIMITED REMEDY SPECIFIED IN THESE TERMS AND
CONDITIONS IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
@vsmathurco is willing to enter into
these Terms and Conditions and the Services Schedule and perform Services for
Client only in consideration of and in reliance upon the provisions of these
Terms and Conditions limiting @vsmathurco’ exposure to liability, including but
not limited to the provisions contained above. Such provisions constitute an
essential part of the bargain underlying these Terms and Conditions and the
Services Schedule and have been reflected in the consideration specified
therein.
11. Independent Contractor. @vsmathurco
is, and throughout the term of these Terms and Conditions and the Services
Schedule shall be, an independent contractor, and not an employee, partner or
agent, of Client. @vsmathurco shall not be entitled to nor receive any benefit
normally provided to Client’s employees such as, but not limited to, vacation
payment, retirement, health care or sick pay. Client shall not be responsible
for withholding income or other taxes from the payments made to @vsmathurco
employees or authorized representatives.
12. Confidentiality. Each party may
have access to information that is confidential and proprietary to the other
party (“Confidential Information”). “Confidential Information” shall include
any and all technical and non-technical information of each party, including
but not limited to (a) patent and patent applications, (b) trade secrets, and
(c) proprietary information–mask works, ideas, samples, media, techniques,
sketches, drawings, works of authorship, models, inventions, know-how,
processes, apparatuses, equipment, algorithms, software programs, software
source documents, and formulae related to the current, future, and proposed
products and services of each of the parties, and including, without
limitation, their respective information concerning research, experimental
work, development, design details and specifications, engineering, financial
information, procurement requirements, purchasing, manufacturing, Client lists,
investors, employees, business and contractual relationships, business
forecasts, sales and merchandising, marketing plans and any other information
of a similar nature. Each party agrees not to make Confidential Information
available in any form to any third party except to such party’s employees,
contractors, agents or service providers who are required to know to allow such
party to exercise its rights or perform obligations under these Terms and
Conditions or to use the Confidential Information for any purpose other than in
the performance of these Terms and Conditions. Each party agrees to take all
reasonable steps to ensure that Confidential Information is secure and not
disclosed or distributed by such party’s employees or agents in breach of this
Section 12. Upon request of the disclosing party, the receiving party will
destroy the disclosing party’s Confidential Information, other than archival
back-up copy. The obligations of this provision shall not apply to any such
Confidential Information which, after the date hereof, becomes publicly
available without a breach of these Terms and Conditions, or is disclosed to a
third party without similar restriction on the third party’s rights, or is
already known in the relevant industry. This Section 12 will survive termination
of these Terms and Conditions and the applicable Services Schedule
13. Assignment. Neither party may
assign or delegate its rights and obligations under these Terms and Conditions
and the Services Schedule to any third party without the prior consent of the
other party to these Terms and Conditions (which consent shall not be
unreasonably withheld); provided, however, that a “change of control”
transaction shall not be deemed assignment or delegation under these Terms and
Conditions.
14. Governing Law and Venue. These
Terms and Conditions shall be governed by and construed under the laws of the
State of Gujarat, exclusive of its choice of law rules, as such law applies to
agreements between Gujarat residents entered into and to be performed within Gujarat,
except as governed by federal law. Any controversy or claim arising out of or
in any way connected with these Terms and Conditions or the Services Schedule,
or the alleged breach thereof shall be brought in the state and federal courts
located in the State of Gujarat. Each party waives any right it may have to
assert the doctrine of forum non conveniens or similar doctrine or to object to
venue with respect to any proceeding brought in accordance with this paragraph.
15. Entire Agreement. These Terms and
Conditions, together with all applicable Services Schedule executed by the
parties constitute the entire agreement between the parties, and supersede all
prior and contemporaneous agreements, proposals or representations, written or
oral, concerning its subject matter. No modification, amendment or waiver of
any provision of these Terms and Conditions shall be effective unless in
writing and signed by the party against whom the modification, amendment or
waiver is to be asserted. Notwithstanding any language to the contrary therein,
no terms or conditions stated in a Client purchase order or in any other Client
order documentation shall be incorporated into or form any part of these Terms
and Conditions, and all such terms or conditions shall be null and void. If any
provision of these Terms and Conditions is held to be unenforceable for any
reason, such provision shall be reformed to the extent necessary to make it
enforceable.
16. Client in Europe, the Middle
East, Australia or Africa. If Client is located in Europe (other than the
Nordic region), the Middle East, Australia or Africa, @vsmathurco under these
Terms and Conditions is WT EMEA Acquisition Limited, and the following terms
apply to Client: (a) if the laws of country in which Client is located require
that contracts be in local language in order to be enforceable, the version of
these Terms and Conditions that shall govern is the translated version in the
local language that is produced by @vsmathurco within a reasonable time
following Client’s written request to @vsmathurco; and (b) Section14 above will
not apply, and instead the following shall apply: These Terms and Conditions
shall be governed by and construed by the laws of England and Wales and the
parties agree to submit to the exclusive jurisdiction of the English courts. If
Client is located in India, Finland, Iceland or Norway, @vsmathurco under these
Terms and Conditions is @vsmathurco Nordic AB, and the following terms apply to
Client: (i) if the laws of country in which Client is located require that
contracts be in local language in order to be enforceable, the version of these
Terms and Conditions that shall govern is the translated version in the local
language that is produced by @vsmathurco within a reasonable time following
Client’s written request to @vsmathurco; and (ii) Section 14 above will not
apply, and instead the following shall apply: These Terms and Conditions shall
be governed by and construed by the laws of India.
Disclaimer
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us) constitutes your agreement to be bound by all terms and conditions listed
herein below. If you do not agree to this, you may not access or otherwise use
the website.
The content, organization, gathering, compilation, magnetic
translation, digital conversion and other proprietary (including but not
limited to intellectual property) rights. You may download material displayed
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all copyright and other proprietary notices contained on the materials. You may
not, however, distribute, modify, transmit, reuse, report, or use the content
and other aforesaid features of this website without our written permission.
CA VIKRAM SHANKAR MATHUR reserves the right, for any reason, in
its sole discretion, to terminate, change or suspend any aspect of this
website, including, but not limited to, content or features.
This Site provides links to websites or resources operated by
entities other than CA VIKRAM SHANKAR MATHUR Since we do not have control over
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MATHUR is not responsible for the availability of such externals sites and
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materials on or available from such sites or resources. The inclusion of
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directly or indirectly, for any damage or loss caused or alleged to be caused
by or in connection with use of or reliance on any such content, or service
available on or through any such site or resource.
Whereas all reasonable efforts to ensure that the information
contained on this website is current, accurate and complete at the date of
publication, no representations or warranties are made (express or implied) as
to the reliability, accuracy or completeness of such information.
The site, including all content, functions, and information made
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"as available" basis without representations or warranties of any
kind whatsoever, express or implied, including without limitation,
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VIKRAM SHANKAR MATHUR does not warrant that the site or the functions, features
or content contained therein will be timely, secure, uninterrupted or error
free, or that defects will be corrected. No advice or information, whether oral
or written, obtained by you from us or through this website shall create any
warranty not expressly made herein.
In no event shall CA VIKRAM SHANKAR MATHUR be liable for any
special, incidental or consequential damages that are directly or indirectly
related to the use of, or the inability to use this website or the content,
materials and functions related thereto, including without limitation, loss of
revenue or anticipated profits or lost business or lost sales.
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