Terms & Conditions
Master Services Framework Agreement | Effective: May 2024
ARTICLE 1: DEFINITIONS & INTERPRETATION
1.1 Defined Terms: When used herein, the following terms have specified meanings:
1.2 Hierarchy of Documents: In case of conflict, documents shall prevail in following order:
- Statement of Work (SOW) with latest date
- Data Processing Addendum (DPA)
- Service Level Agreement (SLA)
- These Terms & Conditions
- Purchase Order or similar commercial document
ARTICLE 2: SERVICES & DELIVERABLES
| Service Category | Scope Definition | Exclusions |
|---|---|---|
| Staff Augmentation | Provision of qualified personnel for temporary engagement under Client supervision | Employer liability, workplace safety, equipment provision |
| Project-Based Services | Fixed-scope deliverables with defined acceptance criteria and timeline | Scope creep, changes without change order |
| Managed Services | Ongoing operational support with defined SLAs and KPIs | Major platform changes, third-party software licensing |
| Consulting Services | Advisory and strategic services delivered through time & materials model | Implementation, guaranteed outcomes |
2.1 Change Control Procedure: Any scope modification requires:
- Written change request describing modification
- Impact analysis including timeline and cost
- Mutual written approval via Change Order Form
- Updated SOW version control
ARTICLE 3: INTELLECTUAL PROPERTY RIGHTS
3.1 Ownership Matrix
| IP Category | Pre-Existing (Background) | Developed Under SOW (Foreground) |
|---|---|---|
| Client Background IP | Solely owned by Client | Remains Client property |
| Vedhin Background IP | Solely owned by Vedhin | Licensed to Client per SOW |
| Jointly Developed IP | N/A | As specified in SOW (typically joint ownership) |
| Third-Party IP | As per third-party licenses | Client responsible for licensing |
3.2 Source Code Escrow: For critical applications, Vedhin will deposit source code with Iron Mountain or equivalent escrow agent upon Client request and cost.
ARTICLE 4: FEES, PAYMENT & TAXES
4.1 Payment Terms
Staff Augmentation
Monthly invoices in advance
Net 15 days payment terms
Late fee: 1.5% per month
Project-Based
30% upon signing
40% upon milestone completion
30% upon final delivery
Managed Services
Quarterly in advance
Auto-renewal with 60-day notice
Annual price escalation: CPI + 3% max
4.2 Tax Compliance: Vedhin is GST registered (GSTIN: 08XXXXXXXXXXXXX). For international clients, Reverse Charge Mechanism applies where applicable. Client responsible for all withholding taxes in their jurisdiction.
ARTICLE 5: WARRANTIES & DISCLAIMERS
5.1 Limited Warranties
Vedhin warrants that:
- Services will be performed with reasonable skill and care consistent with industry standards
- Deliverables will materially conform to specifications in SOW for 90 days post-acceptance
- It has right to grant licenses specified herein
5.2 Explicit Disclaimers: EXCEPT AS EXPRESSLY STATED, VEDHIN DISCLAIMS ALL WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR PARTICULAR PURPOSE, AND NON-INFRINGEMENT. NO WARRANTY IS PROVIDED FOR:
- Third-party software or hardware
- Results from consulting services
- Uninterrupted or error-free service
- Compliance with laws outside agreed jurisdictions
ARTICLE 6: LIABILITY & INDEMNIFICATION
6.1 Liability Caps
| Liability Type | Cap Amount | Exclusions |
|---|---|---|
| General Liability | Fees paid in preceding 12 months | IP infringement, confidentiality breach |
| Data Breach Liability | $500,000 or contract value, whichever is lower | Gross negligence, willful misconduct |
| Consequential Damages | Excluded for both parties | Not applicable |
6.2 Mutual Indemnification:
- Vedhin Indemnifies: Against third-party claims alleging infringement of Indian intellectual property rights by Vedhin-developed deliverables
- Client Indemnifies: Against claims arising from Client’s use of deliverables in violation of this Agreement
ARTICLE 7: CONFIDENTIALITY
7.1 Definition: “Confidential Information” means all non-public information disclosed by either party, marked or reasonably understood as confidential.
7.2 Obligations: Non-disclosure for 5 years post-termination. Return or destroy upon request.
7.3 Permitted Disclosures: To employees, contractors, advisors on need-to-know basis; as required by law (with prior notice where possible).
ARTICLE 8: TERM & TERMINATION
| Termination Right | Notice Period | Effects |
|---|---|---|
| For Convenience | 60 days written notice | Payment for completed work + wind-down costs |
| Material Breach | 30 days to cure | Termination if uncured, damages available |
| Insolvency | Immediate | All amounts become immediately due |
ARTICLE 9: DISPUTE RESOLUTION
9.1 Escalation Path:
- Project Manager level discussion (15 days)
- Senior Management meeting (15 days)
- Mediation with Indian Institute of Arbitration & Mediation (30 days)
- Arbitration per Article 9.2
9.2 Arbitration: Any dispute not resolved through mediation shall be referred to arbitration in Jaipur under the Arbitration and Conciliation Act, 1996. Tribunal: 1 arbitrator appointed by ICC. Language: English. Award: Final and binding.
9.3 Governing Law: Laws of India, excluding conflict of law principles. UN Convention on Contracts for International Sale of Goods excluded.
ARTICLE 10: FORCE MAJEURE
Neither party liable for failure due to: acts of God, war, terrorism, riots, embargoes, acts of civil/military authorities, fire, floods, accidents, strikes, fuel/energy crises, widespread internet outages, pandemics, or any similar event beyond reasonable control. Affected party must notify within 72 hours. If force majeure continues for 30 days, either party may terminate.
ARTICLE 11: GENERAL PROVISIONS
11.1 Assignment: Neither party may assign without prior written consent, except to affiliate or successor in merger.
11.2 Notices: All notices to legal@vedhin.com or registered address. Email sufficient for routine communications.
11.3 Severability: If any provision invalid, remainder continues in full force.
11.4 Waiver: No waiver unless in writing and signed.
11.5 Entire Agreement: Supersedes all prior agreements, written or oral.
EXECUTION CLAUSE
These Terms & Conditions become effective upon earlier of: (i) signature on SOW referencing these terms, or (ii) commencement of services.
Counterparts: This Agreement may be executed in counterparts, each deemed original.
Electronic Signatures: DocsSign, Adobe Sign, or similar electronic signatures are binding.
Last Updated: May 2025
VEDHIN TECHNOLOGY
Registered Office: Jaipur, Rajasthan 302001
GSTIN: 08XXXXXXXXXXXXX
Email: legal@vedhin.com | Phone: +91-9620242450