This Service Agreement shall apply and govern the Statement of Work(s), project, letter of intent, or any other document executed between Persistent Systems Limited or any of its affiliates [specifically identified in the SOW] and the customer for the purpose of providing professional services or for software development.
Payment will be made by the customer within 15 days upon receipt of an invoice. In the event there is a delay in payment for more than 5 days from the due date, the customer shall be liable to pay an interest rate of 1.5% per month, or the maximum permitted by applicable law. whichever is less, on the delayed payments from the due date of payment. The consultant shall be relieved of its obligations under this Agreement in the event of non-payment of the fees or expenses due and shall retain the rights to the services for which the amount is outstanding. The consultant will provide the hardware and software stated in Annexure " 01, as part of its standard package if required. while providing the offshore services from consultant location(s) in India. The contractor's relationship with the company is that of an independent contractor, and nothing in this agreement will be construed to create a joint partnership, joint venture, agency, or employer-employee relationship.
The customer will have seven (7) days following receipt of the service or deliverable to complete acceptance tests as per the acceptance criteria agreed in the SOW. If no notice of non-conformance with the acceptance criteria is reported during the acceptance period, the deliverable or service is deemed accepted by the customer.
The customer shall own all rights, titles, and interests in and to the deliverable. The rights, title, and interest in and to the deliverable shall be granted to the customer only upon receipt of full payment by the consultant. To the extent that The deliverable incorporates consultant pre-existing intellectual property and such consultant Pre-existing IP is necessarily required for the proper functioning of the deliverable consultant, who grants the customer a perpetual, non-exclusive, worldwide, transferable, royalty-free license to use such a consultant's pre-existing IP solely along with the deliverable.
Except as expressly stated in this agreement, the parties disclaim all warranties of any kind, implied, statutory, or in any communication between them, including, without limitation, the implied warranties of merchant ability, non-infringement, title, and fitness for a particular purpose.
The total liability of the parties under this agreement (whether in contract or tort (including negligence)) shall not exceed the fees paid to the consultant hereunder. The parties disclaim any indirect, special, consequential, or incidental damages or losses. of revenue or business profits, however caused, even if advised of the possibility of such damages. The foregoing limitations of liability will apply notwithstanding the failure of the essential purpose of any limited remedy herein.
Either party may terminate the agreement upon sixty (60) notice to the other party. Either party may terminate this agreement. immediately if the other party breaches the terms of this agreement and the breach remains uncured for 30 days from the date of receipt. of notice. In the event of termination, the consultant shall be paid for the services provided on a pro-rata basis.