TERMS AND CONDITIONS FOR ONLINE REPUTATION MANAGEMENT SERVICES
1.1 In this Agreement, the following words and terms are defined and bear the following meaning :
1.1.1 “Agreement” refers to this Agreement for any provisions of the Services (as defined below) including
1.1.2 “Confidential Information” in relation to either party, any information (whether or not stated to
be confidential or marked as such) which that party discloses to the other, or which the other
party obtains from any information disclosed to it by that party, either orally or in writing or by
any other means, under or in connection with this Agreement;
1.1.3 “Deliverables” refers to all documents, items, plans, reports and the services by the Service
Provider, including any methodologies, ideas, designs, computer programs, data, disks, tapes, and
reports in whatever form, which are developed, created, written, prepared, devised or discovered
by the Service Provider or its agents, sub-contractors, consultants and employees in relation to the
1.1.4 “Effective Date” is the date on which the Agreement is signed by all parties;
1.1.5 “Intellectual Property Rights” refers to any invention, patent, utility model right, copyright and
related right, registered design, unregistered design right, trademark, trade name, internet domain
name, design right, design, service mark, database rights, rights in goodwill or to sue for passing off
and any other rights of a similar nature or other industrial or intellectual property rights owned or
used by the Service Provider in any part of the world whether or not any of the same is registered
(or capable of registration}, including applications and the right to apply for and be granted,
extensions or renewals of, and rights to claim priority from, such rights and all equivalent or similar
rights or protections which subsist now or will subsist in the future;
1.1.6 “Services” refer to the services which are set out and described in Schedule 1 of this Agreement,
together with any other services which the Service Provider provides or agrees to provide to the
Customer through the change control procedure set out below (Change Control);
1.1.7 “Service Charges” refers to the charges for the Services, which are set out in Schedule 2 of this
Agreement, or alternatively in a separate project order document;
1.1.8 “Service Levels” are the service levels, standards or performance targets applicable to the
Services, which relate to an agreed response time for all services;
1.1.9 “Specification” is the description or specification for the Services as set out in Schedule 1 of this
Agreement or as otherwise agreed between the parties through “Change Control”;
1.1.10 “Working Day” is any day other than a Saturday, Sunday or public holiday in Luxembourg.
1.2 In this Agreement, unless the context requires a different interpretation:
1.2.1 The singular includes the plural and vice versa;
1.2.2 References to sub-clauses, clauses, schedules or appendices are to sub-clauses, clauses,
schedules or appendices of this Agreement.
1.2.3 A reference to a person includes firms, companies, government entities, trusts and partnerships.
1.2.4 “Including” is understood to mean “including without limitation”.
1.2.5 Reference to any statutory provision includes any modification or amendment of it.
1.2.6 The headings and subheadings do not form part of this Agreement; and
1.2.7 “Writing” or “written” will include email unless otherwise stated.
2. PROVISION OF SERVICES
2.1 The Service Provider shall provide the Services to the Customer on the terms and conditions of this
Agreement from the Effective Date as set out in Schedule 1.
2.2 The Services will be provided by the Service Provider either:
2.2.1 On an on-going basis; or
2.2.2 In response to each request from the Customer from time to time as specified in
Schedule 1 or project order documents; or
2.2.3 A combination of both 2.2.1 and 2.2.2.
2.3 The Agreement begins on the Effective Date and will continue until terminated by either party
under the clause below (Termination).
2.4 The Service Provider shall provide the Services (including any Deliverables in accordance with the
Specification and Service Levels in all material respects. Time is of the essence for any dates for
delivery of the Services under this Agreement, unless specifically stated in any schedule.
2.5 The Service Provider shall perform the Services with reasonable care and skill, and,
2.5.1 Generally recognised commercial practices and standards in the IT industrial, and,
2.5.2 All laws and regulations applicable to the Services, including all laws and regulations related to
(i) anti-bribery and corruption, and (ii) data protection.
3. CUSTOMER'S OBLIGATIONS
3.1 No amendment shall be made to Schedule 1 except on the terms agreed in writing by the parties in accordance with the clauses below (Change Control).
3.2 The Customer must:
3.2.1 Cooperate with the Service Provider in all matters relating to the Services;
3.2.2 Provide, in a timely manner, any background information about the Customer as the Service Provider may reasonably require; the Customer shall ensure that it is accurate in all material respects;
3.2.3 Obtain and maintain all necessary licenses and consents and comply with all relevant legislation in relation to the Services before the date on which the Services are to start.
4. DEFECTIVE SERVICES
4.1 The Service Provider shall promptly notify the Customer of the following:
4.1.1 Any delays or problems from time to time in the provision of the Services of which the Service
Provider becomes aware;
4.1.2 Any circumstances from time to time which may prevent the Service Provider from providing the
Services in accordance with this Agreement together with (where practicable) recommendations
as to how such circumstances can be avoided; and
4.2 The Customer shall, without limiting any right or remedy of the Customer, promptly report to the
Service Provider any defects in the Service Provider’s performance of the Services as soon as
reasonably practicable after any such defect comes to the attention of the Customer.
4.3 Where any defect in the provision of the services is reported to the Service Provider by the
Customer or otherwise comes to the attention of the Service Provider, the Service Provider shall,
without limiting any other right or remedy of the Customer, use its reasonable endeavours to
provide such further services as are necessary in order to rectify the default as soon as is
5. CHARGES, PAYMENT AND TIME RECORDS
5.1 In consideration of the provision of the Services by the Service Provider, the Customer shall pay
the Service Charges as set out in Schedule 2 which specifies whether the charges are on a time
and rendered services basis, a fixed price basis or a combination of both. Time is off the essence
for all payment of the Service Charges.
5.2 All charges quoted to the Customer are in EUR and exclusive of VAT (where applicable).
5.3 Where Services are provided are based on a specific time frame with the set result to be achieved:
5.3.1 The charges payable for the Services shall be calculated in accordance with the Service Provider’s
standard rates or as specified in Schedule 2.
5.3.2 The Service Provider will invoice the Customer on a project basis which will cover over all charges
for the services and result ensured to the customer.
5.4 Where Services are provided for a fixed price, the total price for the Services is set out in
Schedule 2 or in a separate document at the time of commencement of the Services. Upon
completion of the Services, or when an agreed instalment is due, the Service Provider shall
invoice the Customer for the charges that are then payable, together with any Equipment,
materials and expenses, which have not been expressly included in the fixed price.
5.5 The Customer has to pay a deposit of 50 percent of the total project value, within 7 days of placing
an order for the Services to be availed. If the Customer does not pay the Deposit, the Supplier shall
have the right to withhold the provision of the Services until the Deposit is received or may terminate
in accordance with the clause below (Termination). The Deposit shall be non-refundable unless the
Service Provider fails to provide the Services and is at fault for such failure (where the failure is not
the fault of the Service Provider, no refund will be made). Fault is to be strictly interpreted as gross
negligence or qualified professional misconduct. Service Provider is never deemed failing or having
failed whereas the non-completion of any service is due to a third party’s behaviour, conduct,
existence, intervention or generally due to any dependency (existing or future) or any material
impediment out of the proper control or power of the Service Provider reasonably.
5.6 The Customer shall pay each invoice submitted to it by the Service Provider, in full and in cleared
funds, within 7 days (or as otherwise specified in Schedule 2) of receipt (which shall be
determined in accordance with the section below (Notices) to a bank account nominated in
writing by the Service Provider (the Due Date).
5.7 Without prejudice to any other right or remedy that it may have, if the Customer fails to pay
the Service Provider on the Due Date:
5.7.1 The Customer shall pay interest on the overdue amount at the rate of 10% per annum. Such interest
will accrue on a daily basis from the Due Date until actual payment of the overdue amount, whether
before or after judgement. the Service Provider may choose to charge statutory interest due. The
Customer shall pay the interest together with the overdue amount;
5.7.2 The Service Provider may suspend all Services until payment has been made in full.
5.8 All sums payable to the Service Provider under this Agreement shall become due immediately
on its termination, despite any other provision.
5.9 The Service Provider and the Customer shall pay all amounts due under this Agreement in
full without any deduction except as required by law and neither party shall be entitled to
asset any credit, set-off or counterclaim against the other in order to justify withholding
payment of any amount due, in whole or in part.
6. CHANGE CONTROL
6.1 The Customer may at any time during the term of this Agreement request an increase or
decrease in the volume of the Services, a change in the Specification, or the addition of
new Services (Change Request) by notifying the Service Provider in writing of its
6.2 The Service Provider shall give due consideration to any Change Request from the
Customer and shall, within 10 Working Days of receiving a Change Request from the
6.2.1 Confirm its acceptance of the Change Request, without any further variation to the terms
of the Agreement, in which case the parties shall execute a variation to the Agreement
as soon as reasonably practicable and the Service Provider shall implement the Change
Request accordingly; or
6.2.2 Provide a written proposal for accepting the Change Request, subject to any variation
that it reasonably considers necessary to the Services, the Specification or the Service
Charges, including any new Services (Change Proposal) agreement date; or
6.2.3 If the Service Provider believes it is not reasonably practicable to accept the Change
Request, with or without any such variation, provide the Customer with a written
statement of its reasons for doing so.
6.3 Any Change Proposal provided by the Service Provider under the above clause shall be
based on the Service Charges or, if this is not appropriate, shall be a fair and reasonable
quotation for the Change Request.
6.4 The Customer shall give due consideration to the Service Provider’s Change Proposal
under the clause above and shall within 10 Working Days after receipt of the Change
Proposal either give the Service Provider a written notice accepting the Change Proposal –
subject to or without further negotiation, or rejecting the Change Proposal.
If the Customer accepts the Change Proposal, the parties shall as soon as reasonably and
practicably execute a variation to the Agreement and the Service Provider shall implement
the agreed variation.
6.5 The Service Provider shall have the right to make any changes to the Services which are
necessary to comply with any applicable law or safety or other technical requirement,
provided that the Service Provider gives the Customer reasonable notice of such changes
and that such changes to not materially affect the nature/scope of the Services or the
7.1 The Service Provider shall not indemnify the Customer against any claim by any other person should
the provision of the Services and the Services themselves to be provided to the Customer in accordance
with this Agreement infringue any Intellectual Property Rights of that other person.
8.1 If the Service Provider’s performance of its obligations under this Agreement is prevented or delayed
by any act or omission of the Customer, its agents, consultants or employees, the Service Provider
shall not be liable for any costs, charges or losses sustained or incurred by the Customer that arise
directly or indirectly from such prevention or delay. Same applies where this happens due to any third
party out of the scope of control of the Service Provider.
8.2 Nothing in this Agreement limits or excludes either party’s liability for:
8.2.1 Death or personal injury caused by its severe negligence or evidenced misconduct;
8.2.2 Fraud or fraudulent misrepresentation; or
8.2.3 Misrepresentation by the Customer of it’s intellectual property rights; or
8.2.4 Any other liability which cannot be limited or excluded by applicable laws.
8.3 Subject to the above clause and the clause above (Indemnity), neither party shall have any
liability to the other party, whether in contract, tort (including negligence), for breach of
statutory duty, or otherwise, arising under or in connection with this Agreement for:
8.3.1 Loss of profits;
8.3.2 Loss of sales or business;
8.3.3 Loss of agreements or contracts;
8.3.4 Loss of anticipated savings;
8.3.5 Loss of use or corruption of software, data or information;
8.3.6 Any indirect or consequential loss.
9.1 Each party will only use Confidential Information to perform its obligations under the
Agreement and will not cause or allow the information to be disclosed except:
9.1.1 Where required by law, court order or any governmental or regulatory body;
9.1.2 To any of its employees, officers, sub-contractors, representatives or advisors who need to
know the information in order to discharge its obligations under the Agreement and agree
only to use the information for that purpose and not to cause or allow disclosure of that
9.1.3 Where the information has become generally available to the public (other than as a
result of disclosure in breach of the Agreement by the party or any of its employees,
officers, sub-contractors, representatives or advisors);
9.1.4 Where the information was available or known to it on a non-confidential basis before
being disclosed under the Agreement; or
9.1.5 Where the information was developed by or for it independently of the Agreement
and is received by persons who are not the disclosing party.
9.2 You permit that the Service Provider is able to use your company name in advertising
materials, but without prior written permission is not able to discuss the nature of any
10. INTELLECTUAL PROPERTY
10.1 Subject to the clauses below, the Service Provider reserves all Intellectual Property Rights
(if any) which may subsist in any Deliverables, or in connection with the provision of the
Services other than that which is otherwise specified in Schedule 1 of the agreement. the
Service Provider reserves the right to take such action as may be appropriate to restrain or
prevent the infringement of such Intellectual Property Rights.
10.2 The Service Provider licenses all such rights to the Customer free of charge and on a
non-exclusive, worldwide basis to such extent as is necessary to enable the Customer to
make reasonable use of the Deliverables and the Services.
10.3 If this Agreement is terminated, the license provided in the clause above (10.2)
will automatically terminate.
10.4 Any Intellectual Property or materials provided by the Customer shall remain with the
appropriate rights holder
11.1 Neither party shall, without the prior written consent of the other party, at any time from
the date of this Agreement to the expiry of 6 months after the last date of supply of the
Services or termination of this Agreement (whichever is latest), solicit or entice away from
the other party or employee or attempt to employ any person who is, or has been, engaged
as an employee, consultant or sub- contractor of the other party in the provision of the
11.2 Neither party shall, without the prior written consent of the other party, at any time from the
date of this Agreement to the expiry of 6 months after the last date of supply of the Services
or termination of this Agreement (whichever is latest), solicit or assist in the solicitation of
existing or prospective customer of the other party of which the party becomes aware or is
already aware of.
12. CIRCUMSTANCES BEYOND THE CONTROL OF EITHER PARTY
12.1 Neither party shall be liable for any failure or delay in performing their obligations where
such failure or delay results from any cause that is beyond the reasonable control of that
party, whether legally, materially, technically or otherwise.
12.2 Such clauses include, but are not limited to: acts of God, epidemic, pandemic, civil unrest, fire,
flood, droughts, storms, earthquakes, collapse of buildings, explosion or accident, acts of
terrorism, acts of war, governmental action, any law or any action taken by a government or
public authority, including without limitation imposing an import or export restriction, quota or
prohibition, or any other event that is beyond the control of the party in question.
12.3 The party affected by a circumstance beyond its control shall use all reasonable
endeavours to mitigate the effect of the force majeure upon the performance of its
12.4 The corresponding obligations of the other party will be suspended to the same extent as
those of the party affected by a force majeure event.
12.5 If the delay continues for a period of 90 days, either party may terminate or cancel the
Services to be carried out under this Agreement.
13.1 Either party may terminate this Agreement by giving the other party 4 weeks’ prior
13.2 A party may terminate the Agreement immediately by giving written notice to the other
party if :
13.2.1 Customer does not pay any sum due to it under the Agreement within 30 days of
the due date for payment;
13.2.2 Any Party commits a material breach of the Agreement which, if capable of remedy, it
fails to remedy within 30 days after being given written notice specifying full particulars
of the breach and requiring it to be remedied;
13.2.3 Any Party persistently breaches any term of the Agreement, or,
13.2.4 Is dissolved, ceases to conduct substantially all of its business or becomes unable to
pay its debts as they fall due;
13.2.5 Is a company over any of whose assets or property a receiver is appointed;
13.2.6 Makes any voluntary arrangement with its creditors or (if a company) becomes subject to
an administration order within the meaning of insolvency generally;
13.2.7 Has a bankruptcy order made against it or goes into liquidation;
13.2.8 Undergoes a change of control; or
13.2.9 (If an individual) dies or as a result of illness or incapacity becomes incapable of managing
his or her own affairs.
14. CONSEQUENCES OF TERMINATION
14.1 On termination or expiry of this Agreement:
14.1.1 The Customer shall immediately pay to the Service Provider all the Service Provider’s
outstanding unpaid invoices and interest and, in respect of Services supplied but for which
no invoice has been submitted, the Service Provider may submit an invoice, which shall be
payable immediately upon receipt (or as otherwise specified in Schedule 2);
14.1.2 The Customer shall, within a reasonable time, return all the Service Provider’s Equipment
and any relevant Deliverables remaining the property of the Service Provider. Until they
have been returned or repossessed, the Customer shall be solely responsible for their safe
14.2 Termination or expiry of the Agreement shall not affect any rights, remedies, obligations or
liabilities of the parties that have accrued up to the date of termination or expiry, including
the right to claim damages in respect of any breach of the agreement which existed at or
before the date of termination or expiry.
14.3 Other than as set out in the Agreement, neither party shall have any further obligation to
the other under the Agreement after its termination.
15.1 This Agreement contains the whole agreement between the parties relating to its subject
matter and supersedes all prior discussions, arrangements or agreements that might have
taken place in relation to the Agreement. Nothing in this clause limits or excludes any
liability for fraud or fraudulent misrepresentations.
15.2 No major variation of the Agreement will be valid or binding unless it is recorded in writing
and signed by or on behalf of both parties.
15.3 A project order document issued after issuance of this Agreement will be subject to the
same terms set out in this Agreement.
15.4 Unless otherwise agreed, no delay, act or omission by a party in exercising any right or remedy
will be deemed a waiver of that, or any other, right or remedy.
15.5 A provision which by its intent or terms is meant to survive the termination of the Agreement
will do so.
15.6 If any court or competent authority finds that any provision (or part) of the Agreement is invalid,
illegal or unenforceable, that provision or part-provision will, to the extent required, be deemed to
be deleted, and the validity and enforceability of the other provisions of the Agreement will not be
15.7 Unless specifically provided by the parties, nothing in the Agreement will establish any
employment relationship, partnership or joint venture between the parties, or mean that one
party becomes the agent of the other party, nor does the Agreement authorise any party to
enter into any commitments for or on behalf of the other party.
15.8 Any notice (other than in legal proceedings) to be delivered under the Agreement must be in
writing and delivered by pre-paid first-class post to or left by hand delivery at the other party’s
registered address or place of business or sent by email to the other party’s main business email
address as notified to the sending party. Notices:
15.8.1 Sent by post will be deemed to have been received, where posted from and to addresses in the
India, on the second Working Day and, where posted from or to addresses outside the India, on
the tenth Working Day following the date of posting;
15.8.2 Delivered by hand will be deemed to have been received at the time the notice is left at the
proper address; and
15.8.3 Sent by email will be deemed to have been received on the next Working Day after sending.
15.8.4. Luxembourg laws are applicable to this Agreement and Courts in Luxembourg have exclusive
jurisdiction to rule on any litigation which might arise or occur at the occasion of the execution of this
15.8.5. No service can be offered which wittingly or knowingly to the best effort is contradicting or might
disregard any law, right, title or protected interest otherwise.