TERMS & CONDITIONS

Last updated: July 21, 2024

 

By accepting any order or quote (“Quote”) for the purchase of any IT Services (defined herein) from UVAA Technologies, LLC, an Indian company (“UVAA Technologies”), you (“Customer”) by accepting the Quote, expressly agree to be bound by these IT Services Standard Terms and Conditions (“Standard Terms”). Each Quote is subject to UVAA Technologies acceptance and may be accepted or rejected by UVAA Technologies in its sole discretion. Further, these Standard Terms and any Quote that subsequently refers to these Standard Terms are intended to and shall, collectively constitute one agreement (“Agreement”). It is understood that each Quote will specify the current charges and costs for the Services to be provided by UVAA Technologies under this Agreement.

 

1. Definitions

 

In addition to the terms defined elsewhere in this Agreement, for purposes of this Agreement the following defined terms shall have the following definitions:

 

(a) “Customer System” means the Customer’s computer network, network-connected servers, computers, and other devices connected to Customer’s network system.

 

(b) “IT Services” means the information technology or related services purchased by Customer pursuant to a Quote, and such services may include, without limitation, desktop, server, network, firewall or mobile device management services.

 

(c) “Products” means the Equipment or Software to be sold or provided by UVAA Technologies to Customer pursuant to a Quote.

 

2. Payment Terms

 

(a) Customer shall pay to UVAA Technologies the fees set forth in the Quote, and such fees shall be remitted to UVAA Technologies in accordance with the payment terms set forth in the applicable Quote. In addition to the fees set forth in the Quote, UVAA Technologies may invoice any additional costs and expenses reasonably incurred by UVAA Technologies in the performance of the IT Services as incurred. Provided, all fees shall be subject to adjustment by UVAA Technologies in its sole discretion effective upon the first day of each renewal Term (defined herein). UVAA Technologies will invoice, and Customer shall also reimburse UVAA Technologies for, any such additional costs and expenses reasonably incurred by UVAA Technologies in the delivery of the IT Services. All payments will be due thirty (30) days from the invoice date commencing on the first calendar month following the execution of this Agreement. Payments will be remitted by Customer, upon receipt of invoice, to UVAA Technologies address set forth herein or as otherwise directed by UVAA Technologies. Provided, Customer may withhold payment of any disputed amount until the resolution of such dispute, but Customer shall nevertheless timely remit all other amounts owed under this Agreement at the time of the dispute. Payments of undisputed amounts will be deemed to be delinquent if not in UVAA Technologies’s possession within thirty (30) days from the invoice date. Disputed amounts, once resolved, shall be remitted by Customer within ten (10) days

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(b) Customer shall be responsible for any applicable sales, use, value added, or other taxes payable with respect to the IT Services or Products provided pursuant to this Agreement, or arising out of or in connection with this Agreement.

 

(c) All sales, property, excise and other Central, state and local taxes (other than those taxes based upon UVAA Technologies net income) will be added to the Fees paid by Customer.

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(d) Past due amounts will be subject to a services charge equal to the lesser of one and one-half percent (1½%) per month or the highest interest rate permitted by law. Without limiting any other remedy available to UVAA Technologies, in the event any amount owed by Customer is more than sixty (60) days past due, UVAA Technologies may suspend the IT Services at its sole discretion. Further, in the event any past due amount is placed by UVAA Technologies with a third party for collection and/or litigation, Customer shall be responsible for all collection costs, legal fees and court costs incurred by UVAA Technologies. Customer agrees to a charge of not less than INR 4000.00 or the highest rate allowed by law for any returned check.

 

(e) Customer must notify UVAA Technologies within fifteen (15) days from the invoice date of any dispute related to any invoiced amount in order to contest the same. UVAA Technologies and Customer will work together in good faith to resolve such dispute in a timely manner.

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3. Term

 

The initial term of this Agreement will begin on the date indicated on the Quote and continue for the period set forth on the Quote. Upon expiration of the initial term of this Agreement, this Agreement shall automatically renew for successive periods of equal to the initial term set forth on the Quote, unless written notice of the cancellation is provided by either party in writing by mail or email at least ninety (90) days prior to the last day of the then-current term. The initial term and any renewal term, if applicable, are collectively referred to in this Agreement as the “Term.”

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