Terms & Conditions
Upon creation of account with Scogo the “Buyer” agrees to the following terms & conditions withScogo Networks Pvt Ltd, with registered address located at Reliables Business Centre Commercial Premises Anand Nagar Jogeshwari West, Mumbai, Maharashtra 400102, INDIA (hereinafter the “Seller”).
Whereas, Seller is the manufacturer and/or distributor of Technology Services Delivery & Assurance Services, and
Whereas, Buyer wishes to purchase from Seller, and Seller wishes to sell to Buyer, such products, solely upon the terms and conditions contained in this Sales Contract, and on no other terms, unless mutually agreed,
Now, therefore, in consideration of the foregoing premises, and of the mutual promises and covenants herein contained, the parties, intending to be legally bound, do hereby agree as follows:
This Sales Contract provides the terms under which Buyer can place orders on Seller.
The Buyer may place orders (“Order(s)”) with Seller for Seller products and all such Orders will be governed solely by the terms and conditions contained in this Sales Contract, unless otherwise mutually agreed. Any oral understandings are expressly excluded. Seller shall not be deemed to have waived the terms and conditions contained herein if it fails to object to provisions appearing on, incorporated by reference in, or attached to any Buyer order form, and those provisions are hereby expressly rejected. No contrary or additional terms or conditions contained in any Buyer order form shall apply unless agreed to in writing and signed by an authorized representative of Seller. Additionally, Seller reserves the right to reject any Order submitted to it by Buyer.
Services Delivery shall be made as per agreed Scope of work.Sign-off for any service request is assumed upon receipt of sign/stamp/both from the site-in charge, where “Site-in-charge” is the person designated by the Buyer for that Order. For cases where such proof of service is not available, sign-off will be considered upon receipt email/hard-copy based confirmation from the buyer’s project manager. Buyer shall reimburse Seller upon receipt of an invoice for such charges. Seller shall have the right to invoice upon completion one or multiple sites.
The Buyer shall inspect and accept, or reject services delivered pursuant to the contract within 1 week upon submission / notification of sign-off through Scogo platform. In case the Buyer needs more time for inspection, it shall inform the Seller and seek additional time provided that such additional time shall not exceed 15 days beyond the first week already provided. In the event the services do not comply with the applicable Seller specifications, the Buyer shall notify the Seller of such nonconformance and give the Seller a reasonable opportunity to correct any such nonconformance. Decision of Buyer about such nonconformance shall be final and binding on the Buyer.
Seller at all times reserves the right, and is entitled in its sole discretion, to make changes, additions or improvements to the platform & services being delivered under an Order without liability or any obligation to incorporate such changes / customizations.
PRICES AND PAYMENTS
Prices and payments will be in Indian Rupees, and payment shall be made in INR. Seller shall raise the invoice after written approval from the Buyer. Invoice terms are net 30 days unless otherwise specified. Prices quoted are believed to be accurate; however, Seller reserves the right to correct any inadvertent errors in these prices prior to acceptance of the Order.
Post setup of Buyer’s account, Buyer needs to top-up the wallet. Once service are requested and the same are accepted by Seller’s service partner the applicable amount (100% of base amount - 2% TDS [contract work] + 18% GST ] will be blocked [not consumed or paid]. Post submission of signoff report by Service Partner, Buyer can approve / reject the signoff report within 30days
Blocked amount will be credited back to Buyer’s wallet in case the signoff is rejected and not acted upon by Service Partner / Scogo within 15 days
Blocked amount will be paid to service partner &Scogo immediately upon approval of the sign-off
Any top-up is added to the available balance in the customer wallet
Withdrawal of funds: Buyer can place Wallet balance withdrawal request at any point in time and the same shall be remitted back to the Buyer’s account within 2 working days
Top-up fees will be applicable as per the payment gateway norms over & above the intended top-up amount
In the event payments are not made in a timely manner, Seller may, in addition to all other remedies provided at law, either: (1) declare Buyer’s performance in breach and terminate this Order for default; (2) withhold future service deliveries under this Order until delinquent payments are made; and (3) at Seller’s option combine any of the above rights and remedies as provided by law.
Any activity/work completed against email will be deemed as a purchase order. Buyer is liable to pay against such services as per approved rate. Buyer shall not make any payment to any person performing the actual work at site and the responsibility of their payment and quality of work solely depends on the Seller.
Scogo Networks is registered under MSMEs 2006, any buyer who fails to make payment to MSMEs, as per agreed terms or a maximum of 45 days, would be liable to pay monthly compounded interest at three times the bank rate notified by RBI.
BUYER is also registered under MSMEs 2006.
The Seller shall be excused from delays in delivery and performance of other contractual obligations under this Order caused by acts or omissions that are beyond the reasonable control and without the fault or negligence of Seller including but not limited to acts of Government, fires, floods, severe weather conditions, or any other acts of God. If the excusable delay circumstances extend for six weeks, either party may, at its option, terminate this Order without penalty or liability and without being deemed in default or in breach thereof.
Buyer reserves the right to cancel any portion of this Order affected by a default of Seller or any Insolvency or suspension of Seller’s operations or any petition filed or proceeding commenced by or against Seller under any Government law relating to bankruptcy, arrangement, reorganization, receivership or assignment for the benefit of creditors.
Except as otherwise specifically agreed in writing by Buyer and Seller, any dispute relating to an Order placed by a Buyer which is not resolved by the parties shall be adjudicated as per Indian jurisdiction. Any disputes between Seller and person working at site (Service Provider) shall be resolved by Seller without any involvement of the Buyer and without any adverse impact on thequality and timeline of delivery to Buyer.
This Agreement shall be interpreted in accordance with the laws of the Indian jurisdiction.
LIMITATION OF LIABILITY.
Seller’s liability on any claim for loss or damage arising out of, connected with, or resulting from an Order, or from the performance or breach thereof, or from the sale, delivery covered by or furnished under an Order shall in no case exceed the price allocable to the service or part thereof which gives
Rise to the claim, except as provided in the paragraph entitled “Patent Indemnity”.
In no event shall Seller be liable for special, incidental or consequential damages. Except as herein expressly provided to the contrary, the provisions of this Order are for the benefit of the parties to the Order and not for the benefit of any otherperson.
NONDISCLOSURE AND NON-USE OF SELLERS INFORMATION.
Both parties agree not to use / reproduce transactional data for any personal/commercial purposes without the written authorization of the other party. Both parties agree that they will not disclose or make available to any third party any information pertaining to this Order which is proprietary to the other party without obtaining prior written consent
Each Party shall defend indemnify and hold harmless the other Party, including Affiliates and each of their respective officers, directors, shareholders, employees, representatives, agents, successors and assigns from and against all Claims of Third Parties, and all associated Losses, to the extent arising out of (a) a Party’s gross negligence or willful misconduct in performing any of its obligations under this Agreement, or (b) a material breach by a Party of any of its representations, warranties, covenants or agreements under this Agreement. The Seller and/or Individuals providing services to Buyer may have to additionally enter into specific agreement with the Buyer depending on the requirements of Buyer’s end customer. Some of Buyer’s customer insist on execution of such contract by Sub-Contractors before the work is performed. These additional contracts may have certain terms and conditions specific to performance of work at those clients and also related to confidentiality and non-disclosure. Seller agrees to sign such contracts in good faith and as an extension of this Contract.
All prices quoted herewith are exclusive of Government taxes as applicable. Invoices will be raised in accordance with the applicable law. This clause shall survive the acceptance and complete performance of this Order by the parties herein.
Failure by Seller to assert all or any of its rights upon any breach of this Order shall not be deemed a waiver of such rights either with respect to such breach or any subsequent breach, nor shall any waiver be implied from the acceptance of any payment or service. No waiver of any right shall extend to or affect any other right Seller may possess, nor shall such waiver extend to any subsequent similar or dissimilar breach
Seller will ensure all statutory obligations pertaining to the PF, ESI, Medical Insurance, Personal Accident coverage etcfor its service partners is addressed and will be liable to submit relevant documents to Buyer within 30 days upon request
NON-SOLICITATION OF BUSINESS.
Without the prior written consent of the Buyer, Seller will not engage in any business interactions pertaining to field tech services directly or indirectly for End Clients’ listed by Buyer in dax.scogo.in.
Without the prior written consent of the other Party, neither Party shall, during the term of this agreement, either directly or indirectly, hire or otherwise engageany employee or service partner of the other party associated with the Services offered under this agreement
If any provision of these Conditions of Sale is determined to be illegal, invalid, or unenforceable, for any reason, then such provision shall be deemed stricken for purpose of the dispute in question, and all other provisions shall remain in full force and effect