2. SERVICES
(a) The client agrees to avail the Services from the Service Provider and the Service Provider agrees to provide the Services to the Client on the terms and conditions specified in this Agreement.
(b)The Service Provider shall:
(i) Provide the Services in compliance with this Agreement and Applicable Laws. If any Approvals are to be obtained for the provision of Services, the same shall be obtained by the Service Provider;
(ii) Perform the services (i) in a professional, diligent, and timely manner; (ii) as per good commercial Practices; and (iii) within the budget specified by the Client; and
(iii) Devote the time and attention necessary to provide the Services in accordance with the best of the industry standards and meet any quality standards as may be specified by the Client.
(c) Unless otherwise authorized in writing, the Services Provider shall not have any authority pursuant to this Agreement to commit the Client to any obligation in any manner whatsoever with respect to third parties or to enter into any contracts on behalf of the Client. The Services Provider shall not have, nor represent itself as having, any authority under the terms of this Agreement to make agreements of any kind in the name of or binding upon the client.
(d) The Services Provider shall keep the Client promptly informed of all material matters which come to Service Provider’s attention relating to or affecting the business of the Client or any matters concerning the provision of Services hereunder by the Service Provider.
(e) The Service Provider agrees and acknowledges that:
This Services to be provide shall only provide from Only Two Year.
(f) The Services shall be provided at : A Block Vasant Vihar New Delhi – 110057
(g) The total budget for shall be specified by the Client to the Service Provider in Schedule B attached hereto. Service Provide agree to manage the designated budget responsibly and to confer with the Client in the event that there is any possibility of overruns and prior to such an event, Services Provider agrees to provide the Client with all purchase or rental receipts and an itemized and annotated accounting of all expenditures. The Service Provider agrees that all items purchased with the Client’s funds become the property of the Client.
(h) The Service Provider shall work for a minimum of : 2 Year for providing Services to the Client during the Term of the Agreement.
(i) The Service Provider shall keep the Client informed regarding the time spent on provision of Services and in the event, the time spent exceeds : 2 years the fee payable shall only be increased if prior written approval is obtained from the Client regarding time in excess of : 2 Year.
(j) In the event the Service Provider does not spend at least : 2 year, the fee payable shall be reduced proportionately based on the actual time spent or otherwise as may be agreed between the Parties.
(k) The Service Provider shall complete the Services in accordance with the following Schedule:
Engagement date (Grooms with Brides)
3. CONSIDERATION
(a) In consideration of the Services rendered by the Service Provider, the Client shall pay to the Service Provider, the following fixed fees: Rs 51000/- (Rupees fifty-one thousand only).
(b) The fees shall be payable subject to receipt of an invoice from the Service Provider as per the Schedule attached hereto as Fee Schedule (attached separately). The service Provider shall raise invoices on the Client for all amounts due (in terms of this Agreement) to the Service Provider from the Client.
(c) The Fee to be paid as specified above shall be exclusive of Goods and Services Tax (GST).
(d) The fees payable by the Client shall be inclusive of all expenses to be incurred by the Service Provide in the provision of Services hereunder.
(e) The Client shall pay the fee within a period of 1 (One) days from receipt of the invoice from the Service Provider.
(f) In the event of delay by the Client in payment of fees to the Service Provider, the Client shall pay interest at the rate of 24% per Annum on the unpaid amount from the due date till the date of actual payment.
(g) In the event of delay by the Client in payment of fees to the Service Provider, the Service Provider shall be entitled to stop the provision of further Services till such time that the Client makes the payment of outstanding dues.
(h) In the event of any service(s) provided that are not included in the list of services as specified in this Agreement, the Parties shall mutually agree upon such services, fees and expenses.
(i) All payments to be made by the Client to the Service Provider shall be subject to deduction of applicable Taxes. The Client shall issue a requisite certificate evidencing such tax deduction in accordance with Applicable Laws.
4. REPRESENTATIONS AND WARRANTIES
(a) Each Party hereby warrants and represents to the other Party that:
(i) It has full power and authority to enter into this Agreement and perform its obligations hereunder;
(ii) This Agreement has been duly executed by it and this Agreement constitutes its legal, valid and binding obligation enforceable in accordance with the terms contained herein;
(iii) The execution, delivery, and the performance by it of this Agreement does not and will not (i) breach or constitute a default under its constitutive documents, or (ii) result in a breach of, or constitute a default under, any agreement to which it is a party or by which it is bound.
(b) The Service Provider hereby represents and warrants to the client:
(i) It will provide the Services in compliance with the provisions of this Agreement;
(ii) It will act in good faith and use reasonable skill and care in the provision of Services under this Agreement;
(iii) It will comply with all Applicable Laws in the provision of the services; (iv) It has all requisite corporate and other approvals, licenses and permits from relevant governmental authorities to provide the Services.
EXCEPT AS SPECIFIED ABOVE THE SERVICE PROVIDER MAKES NO WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE SERVICES AND HEREBY DISCLAIMS ANY AND ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
5. OBLIGATIONS OF THE CLIENT
(a) During the performance of the services the Client will co-operate with the Service Provider as the Service Provider reasonably requires;
(b) The clint shall provide information and documents as the Service Provider reasonably requires for provision of services.
6. TERM AND TERMINATION
(a) This Agreement shall commence on August 21, 2023 (“Commencement Date”) continue to be in full force and effect till August 28, 2023 (“Term”), unless terminated as specified below. This Agreement shall automatically renew and continue in full force and effect for successive 15 Days (fifteen Days) periods (each such successive period, “Renewal Term”) unless written notice of termination is given by either Party not less than 15 Days (fifteen Days) prior to the end of any such Term.
(b) This Agreement may be terminated as follows:
(i) By either Party upon providing a written notice of 15 Days (fifteen Days) prior written notice to the other Party; or
(ii) By the Client, in the event a material breach of any provision hereof is committed by the Service Provider, by providing 15 Days (fifteen Days) written notice to the Service Provider with reasons of termination stated thereunder; or
(iii) By the Service Provider, in the event a material breach of any provision hereof is committed by the Client, by providing 15 Days (fifteen Days) written notice to the Service Provider with reasons of termination stated thereunder; or
(c) Notwithstanding anything to the contrary, provisions in respect of Dispute Resolution, Indemnity, Limitation of Liability, and the other provisions of this Agreement, shall survive the expiration of the Term or any termination of this Agreement.
7. OWNERSHIP OF INTELLECTUAL PROPERTY
(a) Client shall retain all right, title, and interest in and to Client’s intellectual property and no right, title or interest therein is transferred or granted to Service Provider under this Agreement except for use in performing Services hereunder and for no other purpose, Service Provider shall retain all right, title, and interest in and to its own technology and information and, except as expressly set forth in this Agreement, no right, title or interest therein transferred or granted to Client under this Agreement.
(b) In connection with the provision of the Services, the Services Provider may generate, create, write, or produce, literary works or other works of authorship including, but not limited to, manuals, training materials, reports, advice, methodologies, code test data, analyses, studies, research, and documentation (hereinafter referred to as “Work Product”).
(c) The work Product and copyright and all intellectual Property rights in and such Work Product created and provided by the Services Provider to the Client pursuant to this Agreement shall be owned by the Client.
8. SUB-CONTRACTORS
For the avoidance of any doubt, the Parties hereby agree that in connection with performance of the Services, the Service Provider may avail the Services of such third parties and subcontractors as it considers appropriate. However, the Service Provider shall continue to be fully responsible for the due performance of the Service Provider shall continue to be fully responsible for the due performance of the Services agreed to be performed under this Agreement.
The Service Provider shall be solely responsible for any payments to be made to the Service Provider’s employees, agents or subcontractors in relation to the provision of Services under this Agreement, including without limitation any payments for salary, benefits, or any other amounts due to such employees, agents, or subcontractors in relation to the provision of Services under this Agreement.
9. FORCE MAJEURE
If and to the extent that a Party’s performance of any of its obligations under this Agreement, hindered or delayed by fire, flood, earthquake, elements of nuture or acts of God, acts of War, terrorism, Riots, civil disorders, rebellions or revolutions or any other similar cause beyond the reasonable control of such Party (each, a “Force Majeure Event”), and such non-performance, hindrance or delay could not have been prevented by reasonable precautions, then the non-performing, hindered or delayed Party will be excused for such non-performance, hindrance, or delay, as applicable, of those obligations effected by the Force Majeure Event for as long as such Force Majeure Event continues and such Party continues to use its best efforts to recommence performance whenever and to whatever extent possible without delay, including through the use of alternate sources, workaround plans or other means. The party whose performance is prevented, hindered, or delayed by a Force Majeure Event will immediately notify the other Parties of the occurrence of the Force Majeure Event and describe in reasonable detail the nature of the Groce Majaure Event.
If the Force Majeure Event continues for a continuous period exceeding 30 Days (Thirty Days), the Parties shall mutually agree on the future course of action. However, despite all efforts made by the Parties in good faith, if the Force Majeure Event continues for a period of 90 Days (Ninty Days), either of the Parties shall have the right to terminate this Agreement by giving the other Parties notice of termination in Writing.
10. INDEMNITY
Each Party (“Indemnifying Party”) hereby agree to indemnify and hold the other Party harmeless from all damages, costs, attorney’s fees, or other losses arising out of or relating to:
(a) Breach of this Agreement by the Indermnifying Party;
(b) Breach of any representation or warranty by the Indemnifying Party.
11. LIMITATION OF LIABILITY
Neither the Service Providers nor the Client will be liable for, nor will the measure of damages include, any punitive or consequential or indirect losses or damages, including lost profits or third-party claims arising out of or relating to its performance or failure to perform under this Agreement. Liability for all punitive or consequential or indirect losses or demages is hereby exprssly excluded.
Notwithstanding anything contained in this Agreement, a Party’s libility for any loss or damage. Direct or indirect, for any cause whatsoever (including, but not limited to, those arising out of or related to this Agreement) with respect to claims (whether third party claims, indemnity claims or otherwise) shall not under any circumstances exceed Rs. 5,00,000/- (Rupees five lakh only).
12. TAXES
Client shall be responsible for all taxes in respect of this Agreement including without limitation patment of goods and Services tax, if applicable, on the Services provided hereunder.
13. NON-COMPETE
The Parties shall not use any Confidential information directly or indirectly to procure a commercial advantage over the other Party or otherwise use designs, ideas or concepts created by or belonging to the other Party without the express written consent of the other Party.
14. SEVERABILITY
If any provision of this Service Agreement shall for any reason be held to be invalid, illagal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision thereof, and this Service Agreement shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein. Any invalid or unenforceable provision of this Service Agreement shall be replaced with a provision that is valid and enforceable and most nearly gives effect to the original intent of the invalid/unenforceable provision.
15. ENTIRE AGREEMENT
This Service Agreement constitutes the entire agreement and understanding of the Parties with respect to the subject matter hereof and supersedes any and all prior negotiations, correspondence, agreements, understandings duties or obligations between the Parties with respect to the subject matter hereof.
16. NO OTHER RIGHTS GRANTED
Nothing in this Agreement is intended to grant any rights under any patent, copyright, or other intellectual property rights of any Party in favour of the other. Nor shall this Agreement be construed to grant any Party any rights in or to the other Party’s Confidential Information, except the limited right to use such Confidential Information in connection with the Services to be provided under this Agreement. The Client or Service Provider shall not receive any Intellectual property rights in the Confidential information of the other Party other than a limited right to use the Confidential Information for the purposes specified in this Agreement. All intellectual property rights shall continue to vest with the Party disclosing the Confidential information.
17. AMENDMENTS
Any change, alteration, amendment, or modification to this Service Agreement must be in writing and signed by authorized representatives of both the Parties.
18. DISPUTE RESOLUTION
(a) Any dispute(s) arising out of this Agreement shall, as far as possible, be settled amicably between the Parties hereto failing which the following shall apply.
(b) Any dispute under this Agreement shall be referred to arbitration by a sole arbitrator to be appoinred jointly by the Parties.
(c) The arbitration proceedings shall be held in Delhi, India in accordance with the provisions of the Arbitration and Conciliation Act, 1996 or any Statutory re-enactment or modification thereof for the time being in force.
(d) The Parties agree that the arbitration award shall be final and may be enforced as a decree.
(e) The Parties further agree that subject to the above only the competent courts at delhi, india shall have jurisdiction in all matters arising hereunder.
(f) The Parties further agree to keep the arbitration proceedings and the arbitral award confidential.
(g) If either Party employs attorneys to enforce any rights arising out of relating to this Agreement, the prevailing Party shall be entitled to recover reasonable costs and attorneys’ fees.
19. INDEPENDENT PARTIES
Nothing contained or implied in this letter creates a joint venture or partnership between the Parties or makesm one party the agent or legal representative of the other party for any purpose.
20. EXCLUSIVITY
Nothing in this Agreement restricts a Party or its group companies from discussing similar arrangements and/or any related transaction with any other party, any regulatory body in india and their respective successors.
21. ASSIGNMENT
This Agreement shall not be assignable by any Party without prior written consent of the other Party.
22. NOTICES
Except as otherwise specified in this Service Agreement, all notices, requests, consents, approvals, agreements, authorizations, acknowledgements, waivers, and other communications required or permitted under this Service Agreement shall be in writing and shall be deemed given when sent to the address specified below.
In the case of Client:
Attention: Your Name in Profile (Send E-mail, Website, App, OR other)
Address : Brides And Grooms (Home Address in Aadhar Card)
In case of Service Provider
Attention: www.PJRW.in (Parveen Kumar Bhardwaj)
Address: A Block, Vasant Vihar, New Delhi – 110057
Either Party may change its address for address for notification purposes by giving the other Party 10 Day’s (Ten Day’s) notice of the new address and the date upon which it will become effective.
23. GOVERNING LAW
This Agreement and all issues arising out of the same shall be construed in accordance with the laws of India.
