Datamatics F&A Standard Terms & Conditions

1. Definition

“Datamatics Group” is composed of all majority directly or indirectly owned subsidiaries of Datamatics Business Solutions Ltd.

“Datamatics Platforms” means the software programs or custom developments, databases other than those made of Client’s personal data, websites or platforms that are owned by Datamatics or any third party platforms, software’s, subscriptions licensed to Datamatics to which Client shall be afforded access by Datamatics, any tutorials and related documentation in whatever format delivered or made available to Client by Datamatics, if any, but excludes pre-packaged third-party software.

“Client Group” is composed of all majority directly or indirectly owned subsidiaries of either the Client or its ultimate parent company.

2. TERM

This T&C shall be coterminous with the Term of the SOW. For clarity, each SOW, together with this T&C, creates a separate contract between Client and Datamatics, and therefore Client may have multiple contracts in effect with Datamatics at any time. Each SOW will be treated as an independent contract (“Term”).

3. NATURE OF SERVICES

3.1 During the Term, Datamatics shall provide to Client the services as more particularly set out in the SOW (“Services”). The Client is responsible for ensuring that the scope of the Services is clearly specified in the SOW.

3.2 Notwithstanding the above, the Client may, at any time, in consultation with Datamatics revise the scope of Services via email from its nominated coordinator or request for additional Services by executing an SOW.

3.3 Client hereby consents to Datamatics subcontracting or assigning any portion of the Services to Datamatics Business Solutions Limited (“DBSL”). Notwithstanding any delegation of duties or subcontracting by Datamatics, Datamatics will remain fully liable to the Client for any and all of its obligations under this T&C unless otherwise agreed upon in writing. Datamatics will be solely responsible to Client for the Services performed by DBSL to the same extent that Datamatics would be responsible hereunder to the Client if Datamatics had performed such Services, any and all failures to comply with the relevant provisions of this T&C by DBSL.

3.4 During the Term, Client’s affiliate/s may avail the Services contemplated hereunder by executing an SOW. Each of such SOW shall be deemed to form an integral part of this T&C and shall be governed by the terms and conditions stated herein. For the purposes of each such SOW, the term “Client” shall be deemed to refer to the affiliate that executes the SOW.

3.5 During the Term, Datamatics shall provide the Services in a professional manner which shall in no event be less than the generally accepted industry standards for the nature of services described herein. For this purpose, Client shall provide suitable data/ instructions, as necessary and reasonably required by Datamatics to deliver the Services.

3.6 Any queries pertaining to the Services provided by Datamatics under the SOW, shall be notified in writing by the Client to Datamatics within fifteen (15) days of delivery of such Services. If Client raises no query within these fifteen (15) days, the Services shall be deemed to have been accepted by the Client.

4. DUTIES AND OBLIGATIONS OF THE PARTIES

4.1 DUTIES AND OBLIGATIONS OF DATAMATICS

4.1.1 Datamatics shall provide the Services in conformity with the terms of the SOW and this T&C. Provided however that Datamatics’ performance shall be dependent upon the timely performance of the Client’s responsibilities under the SOW and this T&C and timely decisions and approvals of the Client in connection with the Services. It is understood that any omissions, inaccuracies or misstatements by the Client while providing the information may materially affect the performance or effectiveness of the Services provided by Datamatics. Accordingly, Datamatics assumes no responsibility for any errors in the information furnished by the Client and their impact on the Services.

4.1.2 Datamatics shall endeavor to keep accurate and systematic technical records in respect of the Services provided under the Agreement.

4.1.3 Client acknowledges that Datamatics is not providing any professional advice including but not limited to legal, compliance, accounting, tax, etc. as part of the Services.

4.1.4 Datamatics shall not be liable or responsible for any erroneous or defective Services because of wrong functioning of any third party or Client provided software or platform.

4.2 DUTIES AND OBLIGATIONS OF THE CLIENT

4.2.1 The performance of the Services will be dependent upon the Client and anyone acting on their behalf having provided Datamatics with the information required to perform the Services under the SOW. Datamatics will be entitled to use and rely on the information and data furnished, by the Client without being obliged to independently verify or investigate into the information provided.

4.2.2 The Client shall cooperate with Datamatics in the performance of the Services, including, without limitation, providing reasonable facilities and timely access to data, information and personnel of the Client. The Client shall be responsible for the performance of its personnel and agents, for any applicable consents, timeliness, accuracy and completeness of all data and information (including all financial information and statements) provided to Datamatics by or on behalf of the Client and for the implementation of any advice provided as part of the Services.

4.2.3 Client shall be solely responsible for, including but not limited to: (i) designating at least one (1) personnel who possess suitable skill, knowledge and/or experience to oversee the Services; (ii) assessing the adequacy and result of the Services; (iii) accepting responsibility for the result of the Services as its own informed decision; (iv) obtain all approvals, licenses and consents from the applicable authority and data subject, as the case may be, for the performance of the Services by Datamatics; and (v) violation of any law by Datamatics when acting under Client’s or its affiliates direction.

5. PARTIES CO-ORDINATORS

Client and Datamatics shall each nominate co-ordinator(s) in the SOW (“Co-ordinator”) who will represent the respective Parties with regard to all matters relating to this T&C / SOW. In case of any change in such nominated Co-ordinator, each Party shall promptly notify such change to the other Party in writing.

6. SERVICE LOCATION

The Services shall be provided from India or such other location as determined by Datamatics for the effective delivery of the Services. In the event Datamatics’ personnel are required to travel in relation to the Services, the Client shall bear the travel, lodging & boarding and food expenses for such travel, domestic and/or international, provided such expenses are pre-approved by the Client.

7. DATAMATICS PLATFORM SOFTWARE PROPRIETARY RIGHTS

7.1 Datamatics shall have the valid legal rights over all Datamatics Platform which it may license to Client pursuant to the Agreement. Client shall have similar proprietary rights over any software it may provide to Datamatics for the purpose of providing Services under the Agreement.

7.2 Datamatics hereby grants to the Client the limited and revocable right to use the Datamatics Platforms as part of the Services during the Term of the SOW.

7.3 Datamatics Platform shall always remain Datamatics property or property of third-parties that Datamatics has contract with. These access rights are personal, non-exclusive and non-transferable. All rights to trademark, service mark and product names are reserved.

7.4 If the Client fails to protect and maintain user names and passwords, Datamatics will immediately suspend access to Datamatics Platforms, and will notify the Client of such action.

7.5 Datamatics shall retain all the rights in the work product, and in any software, know-how including all materials or concept which Datamatics may use or develop while performing Services under the Agreement.

8. DATA & REPORTS

8.1 All data, information and material submitted to Datamatics by Client is and shall remain the sole property of Client. Such materials shall not be used by Datamatics other than for providing the Services, nor shall be disclosed or otherwise provided to any third party or exploited by or on behalf of Datamatics.

8.2 Client shall provide all the relevant data / information to Datamatics for performance of the Services and shall be solely responsible for the accuracy / completeness of such data. Datamatics shall consider the data provided by Client as final and all further processing/reporting will be based on the same.

8.3 Datamatics shall provide to Client reports/schedules/statements and shall respond promptly to all queries and inquiries and give such information as required by Client in connection with such reports.

9. FORCE MAJEURE

Except for the Client’s payment obligation with respect to Services rendered under the Agreement, neither Party shall be held responsible for any delay or failure in performance of any part of the Agreement to the extent such delay or failure is caused by Acts of God viz. fire, flood, explosion, epidemic, pandemic or war, terrorist activities, public strike, embargo, Government actions, change in laws, rules or regulations, Civil or military authority, orders issued by a court, tribunal, or law enforcement agency, telecommunications line failures, Internet or network failure or interruption, results of computer hacking, hostile network attacks, electrical outages, network failures, act or omission of transportation agencies or other causes (whether similar or dissimilar to those enumerated above) beyond its control (“Force Majeure Conditions“). The Client agrees to extend the timeline for the Services in such Force Majeure Conditions, without any liability on Datamatics.

10. FEES & PAYMENT TERMS

10.1 Client shall pay Datamatics the fees for the Services as mutually agreed between the Parties (“Fees”) in the SOW. The Parties agree and acknowledge that the payment terms in relation to the Fees and any miscellaneous charges in relation to the Services provided hereunder shall be in accordance with the terms set out in this T&C.

10.2 Payment of the Fees by the Client shall be made by wire transfer within fifteen (15) days from the date of the invoice (“Due Date”), based on the rates mutually agreed between the Parties. Each Party shall pay its respective bank charges or other fees pertaining to remittance by wire transfer.

10.3 Any delay in the payment of the Fees after the Due Date, shall make the Client liable for interest @ 1.5 % per month, being late fee. The late fee will continue to be applied to the unpaid balance, from month-to-month, until fully paid.

10.4 Any query on the invoices should be communicated by the Client to Datamatics in writing within seven (7) days from the date of the invoice. If Client raises no query within these seven (7) days, the invoice shall be deemed to have been accepted by Client and due for payment in full to Datamatics on or before the Due Date.

10.5 In the event of any default and/or delay in payment of the Fees over thirty (30) days from the date of the invoice, Datamatics shall have the right to stop providing Services to the Client forthwith and terminate the Agreement or the respective SOW by intimating the Client about such default. This right of Datamatics is in addition to and independent of the right of charging interest on delayed payment as specified hereinabove.

10.6 The Fees indicated in the SOWs will escalate at 5% after the end of Agreement Year. For the purpose of the Agreement, the term “Agreement Year” shall mean each twelve (12) months period calculated from the Effective Date of the SOW until its first anniversary and each subsequent anniversary thereof during the Term.

10.7 Travelling, lodging & boarding, food, courier, postal / telephonic or such expenses incurred by Datamatics on behalf of Client will be reimbursed by Client at actuals. Datamatics will provide proof of such expenses incurred and detail it in the monthly invoice or raise it separately as a debit note.

10.8 Each Party shall be solely responsible for any and all taxes, duties, levies, or similar governmental assessments, imposed on the Party by the laws of its jurisdiction, arising out of or in connection with the Agreement. Nothing in the Agreement shall be construed to require either Party to pay or be liable for any taxes that are imposed on the other Party by any governmental authority.

11. CONFIDENTIALITY

Both Parties shall maintain confidentiality with respect to all the information, records, material and data in any form received from the other Party as confidential information and which is specifically marked as ‘Confidential’, except as reasonably required to be disclosed on a need-to-know basis to its employees working on the project. However, confidential information shall not include (a) any information that is disclosed to a statutory/regulatory or judicial authority under due process of law (b) any information that is already available in the public domain (c) any information which is made available to the receiving Party hereunder from sources other than the disclosing Party (provided that such source is not subject to obligations of confidentiality with regard to such information) (d) any information that is independently developed by the receiving Party without use of or reference to information from the disclosing Party (e) any information that has been already acquired by the receiving Party, without any obligation to maintain confidentiality, before receiving such information from the disclosing Party and (f) is disclosed with the prior written consent of the disclosing Party. The Parties hereto further agree that this clause shall be binding on the Parties for a period of 1 (one) year after expiry or termination of the Agreement.

12. DATA PRIVACY

12.1 Both Parties shall comply with their respective obligations arising out of the applicable principles of US data privacy and protection of personal data and taxpayer’s information, including a security component/framework of General Data Protection Regulations and the SOP if any set out in Annexure I. During the Term, Datamatics shall maintain in good standing its standards certifications (that it warrants and warrants to Client that Datamatics presently has) for International Standards Organization ISO 9001/2015, ISO 27001/2013 and SOC1, Type 2 and, if they lapse or are terminated, shall immediately notify Client.

DBSL is compliant with SOC 2 Type 2 for the description of its controls in providing services to accounting firms and on Suitability of the design and Operating effectiveness of controls relevant to Security, Availability, Confidentiality and Privacy trust Criteria.

12.2 Datamatics will act only on your instructions to process personal data, and will take strict technical data security measures to protect data.

12.3 Datamatics reserve the right to use subcontractors to provide the Services, including other affiliates of the Datamatics Group. Datamatics remain responsible for subcontractor performance, and compliance with data protection regulation. Datamatics will conduct appropriate reviews of subcontractors.

12.4 To receive the Services in the most efficient manner, Client consent to data processing and/or hosting by Datamatics outside of the country of signature/performance of the Agreement, including but not limited to USA, India, Philippines, Romania, Canada, Spain, UK or France in accordance with the provisions of the Agreement.

12.5 Client is responsible for obtaining consent from the Client’s employees or its customers to process and use personal data in connection with the Agreement. The Client confirms that the Client has taken into account Privacy Policy of Datamatics and any country specific Privacy Statement, if any, when obtaining any consents or making disclosures required by applicable data privacy law in relation to the Client’s employees or its customers.

12.6 Datamatics agrees that, during the term of the Agreement and so long as it may remotely access from, or maintain, outside the United States any personal information or tax return information of any Client clients, Datamatics shall maintain an adequate data protection safeguard. An adequate data protection safeguard is defined as a Datamatics’ management-approved and implemented security program, policy, and practice that includes administrative, technical, and physical safeguards to protect tax return information and other personal data from misuse, unauthorized access or disclosure. Datamatics shall take all necessary measures to train and supervise its employees and authorized contractors, and otherwise, to prevent, immediately report to Client and mitigate any violation of security guideline as set out in the scope of work by any individual under its control.

12.7 For the purposes of the Agreement, the terms “personal data”, “processing” and “data subject” have the same meanings as those given to them in EU General Data Protection Regulation 2016/679 (“GDPR”). In the event the customer’s usage of the Services requires Datamatics to process personal data falling within the scope of GDPR, Client will be bound by the terms and conditions of the Datamatics GDPR Data Processing Agreement (“GDPR Agreement”) available on the link: https://www.datamaticsbpm.com/general-data-protection-agreement/. Such GDPR Agreement shall hereby be incorporated into the Agreement by reference and the execution of the SOW shall be deemed to be an acceptance of the terms and conditions of the GDPR Agreement by Client.

12.8 Notwithstanding anything to the contrary stated in the Agreement, on expiry or sooner determination of the Agreement, Datamatics agrees to clean, remove, destroy, purge and/or delete all Confidential Information pertaining to the employees of the Client, its directors, officers and any other person(s), which Datamatics may have received from the Client during the tenure of the Agreement and upon receipt of written request from the Client, provide a certificate in writing confirming having cleaned, removed, destroyed, purged and/or deleted all of the abovementioned data/information/documents, provided, however, (i) Datamatics shall be permitted to retain copies of the Confidential Information solely for archival, audit, disaster recovery, legal and/or regulatory purposes. Except as agreed, it is however clarified that Datamatics shall not, under any circumstance, be entitled to retain any part of the Confidential Information which includes any personal data/information of any individual.

13. REPRESENTATIONS & WARRANTIES

The Parties represent and warrant that:

13.1 They have all the requisite power and authority to enter into, execute, deliver and perform their respective obligations under the Agreement and that the person executing the Agreement is duly authorized to execute the Agreement for and on behalf of the respective Party and has the authority to bind the respective Party accordingly. No approval, authorization or consent of any third party or authority is required by either Party for entering into and performing their respective obligations under the Agreement, and even if it is required then the same has already been obtained.

13.2 They shall comply with all applicable, central / federal and state laws, regulations and rules. There is no outstanding litigation or arbitration or dispute pending to which any of the Parties hereto are a Party which would reasonably be expected to have a potential or actual material adverse effect on the ability of the Party to fulfill its respective obligations under the Agreement.

13.3 Datamatics shall perform the Services in good faith and with due professional care and skill. TO THE FULLEST EXTENT PERMITTED BY LAW, THE WARRANTIES IN THIS CLAUSE ARE DATAMATICS SOLE WARRANTIES TO CLIENT WITH RESPECT TO THE SERVICES, INCLUDING (WITHOUT LIMITATION) SERVICE QUALITY AND PERFORMANCE, AND ARE MADE EXPRESSLY IN LIEU OF AND EXCLUDE IMPLIED WARRANTIES OF ACCEPTABLE QUALITY AND FITNESS FOR A PARTICULAR PURPOSE AND ALL OTHER EXPRESS OR IMPLIED REPRESENTATIONS, WARRANTIES AND CONSUMER GUARANTEES PROVIDED BY STATUTE, COMMON LAW OR OTHERWISE.

13.4 All know-how and intellectual property rights in Deliverables excluding the software and processes used by Datamatics under the Agreement, shall vest in the Client, and the Client undertakes to take reasonable steps to safeguard Datamatics interest in the Deliverables. For the purpose of this clause, the term “Deliverables” shall mean and include all reports generated by Datamatics pertaining exclusively to the Client under the Agreement.

13.5 If the Client, at any point of time, provides necessary hardware, software licenses and internet services at the Service location of Datamatics, then:

(a) the Client agrees and hold harmless Datamatics from and against all and any technical defect/s, lacuna/s, bugs etc. in the software applications that are provided by the Client, whether third party software applications or Client’s own software applications, on which Datamatics shall be carrying out the activities under the Agreement. Client represents unto Datamatics that it possesses valid licenses and all the necessary legal rights for usage of third-party software applications provided by them to Datamatics for use on behalf of the Client under the Agreement. Client also agrees to indemnify and hold Datamatics harmless at all the times against any claims, actions, suits, legal cost, attorney’s fees etc. arising from service disruptions or any other damages due to any cyber-attacks on the software applications provided by the Client to Datamatics.

(b) Datamatics shall not be held responsible for any shortcomings or lacunas if any, in the processes/ procedures/ systems / operating instructions/ issues pertaining to license or ownership or Intellectual Property rights of the software, whether third party or Client owned, provided by Client to Datamatics for providing the said Services under the Agreement and agrees to hold Datamatics harmless, against all and any claims, actions, suits, legal cost, attorney’s fees etc., if any incurred or to be incurred by Datamatics at all times.

14. TERMINATION AND CONSEQUENCES OF TERMINATION

14.1 Unless otherwise agreed in the SOW, either Party shall have the right to terminate the SOW by giving sixty (60) days advance written notice to the other Party.

14.2 In the event either Party materially breaches the Agreement and such breach is not cured within fifteen (15) days by the defaulting Party after notice is given to the defaulting Party specifying the nature of the default, the non-defaulting Party may, upon further written notice to the defaulting Party, terminate the Agreement as of the date specified in such notice of termination.

14.3 Upon written notice, either Party may terminate the Agreement with immediate effect if the other Party is adjudicated as bankrupt or insolvent or is wound up by a court of competent jurisdiction or any trustee, receiver or liquidator or similar official is appointed as receiver to take charge directly or indirectly, actually or constructively of any property of the Party.

14.4 It is further agreed and acknowledged by the Client that Datamatics reserves its right to stop providing the Services forthwith without notice and terminate the Agreement in case the payment on any invoices is outstanding over a period of thirty (30) days from the date of invoice.

14.5 Notwithstanding anything stated herein before, if the Agreement is terminated for any reason as set out hereinabove, Client shall within a period of seven (7) days from the date of such termination, pay to Datamatics the Fees and other charges due till the date of such termination. It is further agreed upon by the Parties that if the Client does not provide information to Datamatics during the notice period or any relevant month in order to enable Datamatics to deliver Services to Client or if Client reduces the scope of work in the last six (6) months immediately preceding the termination of the Agreement, then in such case Datamatics shall be entitled to invoice the Client during such notice period or for such relevant month on the basis of average billing of last twelve (12) months as monthly Fees and the Client shall pay the said Fees to Datamatics on or before the Due Date of the invoice.

15. INDEMNITY

Each Party shall defend, indemnify and hold the other Party harmless from any and all claims, losses, expenses, cost, liabilities, damages or judgment (including reasonable attorney’s fees) that such Party may have suffered or incurred in connection with any third-party claim for any fraud or bad faith of the indemnifying Party in performance of its obligations under the Agreement.

The indemnified Party shall give prompt written notice to the indemnifying Party of a claim for which the indemnifying Party is required to indemnify the indemnified Party under this clause and the indemnified Party has the right (but no obligation) to participate in the defense of such claim at its expense. In no event will either Party settle any claim for which it has an obligation to indemnify the other without the other’s prior written consent, not to be unreasonably delayed, unless such settlement involves only the payment of money damages and no admission of wrongdoing or other relief and includes a complete release of the indemnified Party.

16. LIMITATION OF LIABILITY

16.1 Datamatics and Client hereby agree and undertake that under no circumstances Datamatics aggregate liability under the Agreement shall exceed, average of the preceding three (3) calendar months Fees received by Datamatics from the Client under the Agreement if the tenure of the SOW is over one (1) year, and average of preceding one (1) calendar month’s Fees if tenure of the SOW is less than one (1) year. Notice of any such claim must be delivered in writing to Datamatics within fifteen (15) days after the date of the event which gave rise to the claim.

16.2 In no event shall either Party be liable for any indirect, consequential, punitive or incidental damages including damages for loss of business profits, business interruption, loss of business information and arising out of the use of or inability to use the services, loss of goodwill or reputation, loss of data or loss of opportunities, revenue even if that Party has been advised of the possibility of such damages.

17. USE OF LOGO

Datamatics may use Client’s name and logo in its marketing and other advertising materials including website during and after the engagement. In case Client wishes Datamatics not to do so, it may send an email to that effect to marketing@datamaticsbpm.com with a copy marked to Datamatics’ Co-ordinator as mentioned in the SOW.

18. RELATIONSHIP

The Agreement does not create a partnership, joint venture, agency or employment relationship between the Parties. Neither Party may act on behalf of, or bind the other in any manner. Each Party is solely responsible for complying with the applicable laws and regulations concerning its own employees, agents or representatives.

19. COMPLIANCE WITH CLIENT’S POLICIES AND REGULATORY COMPLIANCE POLICIES

19.1 The Client shall be solely responsible for providing, approving, modifying and granting waivers with respect to policies governing Client’s finance and accounting standards, practices, processes, procedures and controls and associated technologies, techniques, methodologies, products, systems and plans to be used by Datamatics in providing the Services (collectively, “F&A Policies and Procedures”).

19.2 The Client shall be responsible for providing, approving and modifying policies governing the Services and the delivery thereof. Client shall provide Datamatics with written regulatory compliance policies, including related procedures, in existence as of the Effective Date and any new or revised regulatory compliance policies created or revised by Client during the Term.

19.3 In the event the nature of Services require Datamatics to obtain any regulatory or statutory registration, the Client shall inform Datamatics of such requirement and also help Datamatics to acquire the same.

20. MISCELLANEOUS

20.1 NON-SOLICITATION
During the Term and for one (1) year after expiry or termination, neither Party to the Agreement shall, without the prior written permission of the other Party, offer to engage or provide employment to any employee/personnel of the other Party engaged in the performance of the Agreement. Provided that this clause shall not restrict the right of either Party from hiring any employee of such other Party who answers any advertisement in newspapers or trade publications available to the public without having been initially personally solicited or recruited by such Party. In the event of breach of this clause, the Party in breach shall pay the other Party an amount equivalent to six (6) months of the prevailing billing rate highlighted under ‘Fees’ section of the SOW between Datamatics and the Client in violation of this clause. The said amount shall be paid within fifteen (15) days from the date of receipt of claim in writing from the affected Party.

20.2 SEVERABILITY
If any provision set out in the Agreement is held to be unenforceable, that provision will be removed to the extent necessary to comply with the Law, replaced by a provision that most closely approximates the original intent and economic effect of the original to the extent consistent with the Law, and the remaining provisions will remain in full force.

20.3 ASSIGNMENT
Unless otherwise agreed in the Agreement, neither Party may assign any of its rights under the Agreement, either voluntarily or involuntarily, whether by merger, consolidation, dissolution, operation of law, or any other manner, except with the prior written consent of the other Party.

20.4 WAIVER
No delay or omission by either Party to exercise any right or power it has under the Agreement shall impair or be construed as a waiver of such right or power. A waiver by any Party of any breach or covenant shall not be construed to be a waiver of any succeeding breach or any other covenant. All waivers must be in writing and signed by the Party waiving its rights.

20.5 AMENDMENTS
No amendment to or change, waiver or discharge of any provision of the Agreement shall be valid unless in writing and signed by the authorized representatives of the respective Parties.

20.6 ANTI-BRIBERY LAWS
Each Party represents and warrants that it understands and shall comply with the requirements of the U.S. Foreign Corrupt Practices Act, 1977, the UK Bribery Act, 2010 and any other applicable anti-bribery and anti-corruption laws of such jurisdictions where performing.

20.7 SURVIVAL
Any outstanding payment obligations under the Agreement and obligation set out in clause 7 (Datamatics Platform Software Proprietary Rights), 10 (Fees & Payment Terms), 11 (Confidentiality), 12 (Data Privacy), 15 (Indemnity), 16 (Limitation of Liability), and 19 (Miscellaneous) of this T&C shall survive the expiration and/or termination of the Agreement along with any provisions of this T&C which are intended by their nature to survive performance of the Services, will survive the termination or expiration of the Agreement.

20.8 THIRD PARTY RIGHTS
The Agreement shall not provide third Parties with any remedy, cause, liability, reimbursement, claim of action or other right in law or in equity for any matter governed by or subject to the provisions of the Agreement.

20.9 Dispute Resolution, Arbitration, Governing Law And Jurisdiction

a) In case the signing entity of the SOW is Datamatics Business Solutions Ltd.
In the event that any dispute arises in connection with the Agreement, the construction of any provision of the Agreement or the rights, duties or liabilities of the Parties hereto under this T&C, the Parties shall conduct negotiations in good faith to solve such dispute. If mutual resolution cannot be reached within thirty (30) days after the commencement of such negotiations, either Party may refer such dispute to arbitration by a sole arbitrator to be jointly appointed by both the Parties. The arbitration shall be conducted in accordance with the Arbitration & Conciliation Act, 1996. The venue of arbitration shall be Mumbai and any award made in such arbitration will be final and binding on the Parties. The language of the Arbitration shall be English. The Agreement shall be governed by and construed in accordance with the Laws of India and the courts in Mumbai shall have the exclusive jurisdiction to settle the disputes arising hereunder.

b) In case the signing entity of the SOW is Datamatics Business Solutions Inc.
The Agreement shall be governed by and construed in accordance with the laws of the State of New York and courts of State of New York shall have exclusive jurisdiction to settle the disputes arising hereunder.

c) In case the signing entity of the SOW is Datamatics Business Solutions UK Ltd.
The Agreement shall be governed by and construed in accordance with the laws of England and Wales and the courts in London shall have the exclusive jurisdiction to settle the disputes arising hereunder.

20.10 NOTICES
A notice served under any SOW shall be in writing in the English language and may be delivered personally or sent by commercial courier or by email. Any notice to Client and/or Datamatics shall be sent at the address set forth in the SOW or such other address as may be notified by the Co-Ordinator of either Party mentioned in the SOW. Any such notice shall be considered to have been given at the time of actual delivery or upon being marked rejected or undeliverable if properly addressed. Any notices, which Client has to serve on Datamatics via email, shall also be addressed to corporate@datamaticsbpm.com & legal@datamaticsbpm.com.

20.11 HEADINGS
The clause and sub-clause headings are for reference and convenience only and shall not be considered in the interpretation of this T&C.

20.12 SIGNATURES
The Agreement shall be signed by an authorized representative of each Party. Separately signed counterparts when taken together shall constitute a fully executed instrument. Documents bearing signature(s) converted to electronic format (e.g. PDF) and electronically transmitted (e.g. through e-mail) shall be effective and treated the same as original handwritten signature(s) on physical document. It is recommended that each Party provide a signature-bearing physical document to other Party so that both Parties have a signed physical document from each other; but the failure to exchange such versions shall not undermine the validity or enforceability of the Agreement.

20.13 ENTIRE AGREEMENT
This T&C together with the SOWs and/or any annexures hereto represent the entire Agreement between the Parties and supersedes any and all previous agreements, understanding, arrangement between the Parties, whether oral or written, with respect to its subject matter and there are no other representations, understandings, arrangements or agreements between the Parties with relation to such subject matter. For administrative purposes, the Client may issue purchase order under the Agreement, however, in no event shall any pre-printed terms or conditions found in the said purchase order shall be binding on Datamatics. For the avoidance of doubt, any such purchase order terms and conditions of Client are expressly excluded. Datamatics’ failure to object to conflicting or additional terms (except scope of work and fees as agreed by Datamatics) will not change or add to the terms of the Agreement.

20.14 ORDER OF PRECEDENCE
This T&C shall take precedence over any conflicting terms and conditions in any SOW unless a particular SOW specifies any Special Terms and Conditions in which case such Special Terms and Conditions shall be valid for that particular SOW only.