Seller Agreement

This Service Agreement (“Agreement”) is made on ______________________                                       

 

BETWEEN

___________________________________ , a private limited company/sole proprietorship/partnership firm [Use as applicable] incorporated under the laws of India, with its office at (Address) hereinafter called the “Service Recipient” (which expression shall unless repugnant to the context or meaning thereof be deemed to include its successors in business and assigns) of the FIRST PART;

 

AND

AFORESERVE TECHNOLOGIES PRIVATE LIMITED, a private limited company incorporated under the Companies Act, 1956, with its registered office at B-21,Sector-8, Noida-201301(UP), India, and having place of business at B-21,Sector-8, Noida-201301(UP), India, hereinafter called the “Service Provider” or “ATPL” (which expression shall unless repugnant to the context or meaning thereof be deemed to include its successors in business and assigns) of the SECOND PART. 

Service Recipient and the Service Provider shall hereby individually be referred to as a “Party” and collectively as “Parties”.

WHEREAS, Service Provider is engaged in business of providing technical and support services to its customers. Service Provider with its unique business model has been providing integrated services including Tech support helpdesk, repair and refurbishment services, project implementation, RMA management and logistic services. With its tradition of excellence and commitment to customer satisfaction, Service Provider is a unique one-point support organization for various activities to include return-to-bench repairs, on-site service support, product installation and commissioning etc. and requires from time to time to the local services of skilled personnel and other resources to handle specific repair operations of mobile and IT products.

WHEREAS, Service Recipient is engaged in business of                                                  

WHEREAS, Service Recipient is desirous of availing the services of Service Provider as described under

Annexure A of this Agreement.

WHEREAS, in consideration of the payments and mutual covenants and premises herein set-forth, the Service Provider has agreed to provide the Services and Service Recipient has agreed to obtain the same on the terms and conditions hereinafter contained in this Agreement.

NOW THIS AGREEMENT RECORDS, BINDS AND GOVERNS THE CONTRACTUAL RELATIONSHIP BETWEEN THE PARTIES AS FOLLOWS:

 

1.      Scope of Service

  • Service Provider shall provide the services more particularly described in Annexure A (“Services”) attached hereto and incorporated herein by reference or any further Statement of Work (SOW), in accordance with the specifications, terms and performance standards set forth herein and/or in the applicable Service Recipient reserves the right to add, delete, substitute and amend the scope of Services during the Term (defined hereunder) of this Agreement with mutual consent of Service Provider.
  • Service Provider shall be responsible for taking the required and necessary actions to per]]]form its obligations under this

2.      Manpower Requirement

  • Service Provider shall engage requisite number of trained personnel for providing the Services, at its own cost and expense, and Service Recipient shall not be responsible to make any payment whatsoever to any such
  • Service Provider shall provide the necessary instructions to its personnel for performance of Services under this

 

3.        Invoicing and Payments

  • The fee payable by Service Recipient to Service Provider for providing the Services shall be in the manner set forth in ANNEXURE B attached hereto and incorporated herein by Such fee shall be net of applicable taxes, which shall be all inclusive including but not limited to all statutory payments, taxes, duties etc. present or future. Income tax, if applicable, will be deducted at source at the prevailing rate as per applicable law. The fees referred in ANNEXURE B may be revised by the Parties with mutual consent in writing.
  • Service Recipient will pay invoices within seven (7) days from the date of Service Recipient shall raise Invoice to Service Provider every fortnightly.
  • All amounts due under this Agreement exclude any applicable indirect taxes including Central Goods and Services Tax, State Goods and Services Tax, Integrated Goods and Services Tax (“GST”). Such amounts (including but not limited to service fee, damages, interest payments on overdue amounts) shall be charged additionally to the Service Recipient and Service Recipient shall be required to pay such Such taxes shall be based on place of supply in consonance with the GST provisions.
  • The Parties agree that they shall endeavor to settle any dispute relating to the invoice within a period of 15 (fifteen) business days from the date of receipt of the notice of If Parties fail to settle the disputed amount within the aforesaid period, the disputed amount shall be settled between the Parties in accordance with the dispute resolution procedure provided in this Agreement.
  • As a material term of this Agreement, the Service Provider agrees that the payment arrangement established under this Agreement represents Service Recipient’s entire payment obligation for the Services

 

4.     Term and Termination

          Term:

  • This Agreement shall remain in force for a period of three (3) years commencing from 28-Jan-2019 (the “Effective Date”) and ending on 27-Jan-2022 (“Term”). Upon completion of the Term, the Parties may mutually renew this Agreement upon terms and conditions mutually decided by

           Termination:

  • Either Party may terminate this Agreement without cause at any time by providing the other Party prior written notice of 30 (Thirty)
  • Either Party may terminate this Agreement upon written notice to the other Party in the event that: (a) the other Party commits a material breach of the Agreement and fails to cure such default to the non-defaulting Party’s reasonable satisfaction within thirty (30) days after receipt of notice; or (b) the other Party becomes insolvent or bankrupt, assigns all or a substantial part of its business or assets for the benefit of creditors, permits the appointment of a receiver for its business or assets, becomes subject to any legal proceeding relating to insolvency or the protection of creditors’ rights or otherwise ceases to conduct business in the normal

          Consequences of Termination

  • Upon the expiration or earlier termination of this Agreement, the Party shall forthwith cease the use of all Confidential Information and all intellectual property which belongs or may belong to other Party and/or one or more of its affiliated companies under this Agreement or otherwise, including but not limited to copyright in any written material, plans, patents, designs or other works, know how, technical or other information or expertise, and shall, at the request of other Party, forthwith return to Party, or otherwise dispose off as Party may instruct, all Confidential Information and other documents, papers and materials whatsoever provided to the other Party and/or its employees and
  • The termination of this Agreement shall not affect the respective rights and liabilities of the Parties hereto accrued prior to such.
  • All clauses of this Agreement including this clause which are express, or which by implication are intended to survive the termination of this Agreement shall so survive and continue in full force and effect notwithstanding the termination of this

5.     Obligations of Service Provider

  • Service Provider shall carry out its duties and obligations under this Agreement in a timely and diligent manner with expertise, with the professional
  • Service Provider shall execute and discharge the Services in accordance with the direction and specific instructions as specified under the Annexure A/

6.     Representations and Warranties

          Each Party hereby warrants and represents that:

  • it has full power and capacity to enter into and perform its obligations under this Agreement and has taken all necessary actions to authorize the execution and performance thereof and this Agreement when executed will constitute valid and binding obligations on and against it, in accordance with its terms;
  • it holds, at all times, all licenses and/or permits necessary under all applicable statutes and regulations for it to perform the Services hereunder and will register this Agreement with any appropriate body if required;
  • it will not, in performing its duties and obligations under this Agreement, put itself or the other Party in breach of any applicable laws, rules or regulations;
  • it is not, at the time of entering into this Agreement, insolvent and knows of no circumstance which would entitle any creditor to appoint a receiver or petition for winding up or bankruptcy (as the case may be) or to exercise any other rights over or against its assets or any event analogous to any of the foregoing under the laws of any applicable jurisdiction;
  • It shall comply with all applicable laws and regulations that are reasonably applicable to them under the

          Service Recipient represents and warrants that it must comply with ATPL’s Code of Business Conduct, which prohibits our employees from giving or receiving gifts of any                          substantial value and requires that any business entertainment be reasonable, limited, and in furtherance of our business relationships. Further, Service Provider shall at all times            comply with Anti Bribery and Anti-Corruption, Anti-Money Laundering and Export Controls (AFCC) Policy appended in Annexure C.

7.      Confidentiality/Use of Trademarks

  • Neither Party shall use the name or trademarks of other Party in its advertising or other publications or in any other manner without the prior written consent of the other
  • Each Party shall keep in strict confidence and shall not, without the prior written consent of the other Party, use for a purpose other than for the purpose of this Agreement or disclose to any third party any information relating to this Agreement and its terms including but not limited to any information related to business howsoever acquired, directly or indirectly, trade secrets, the information or data received from the other Party or any other data pertaining to Party that may come into Party’s possession in any form during the course of performance of the Services including information having commercial value, any intellectual property including but not limited to the use of any name, trademarks and other information of a confidential nature acquired in the course of dealings between the Parties under this Agreement (“Confidential Information”). Neither Party shall disclose Confidential Information only to such employees/sub-contractors who have a need to know the Confidential Information for undertaking the performance of the Services; provided such personnel are bound by confidentiality restrictions no less protective than those set forth in this The Parties shall be responsible for any breach of any such undertaking by any of its employees/sub-contractors, and any such breach shall be deemed to constitute a breach of obligations under this Agreement.
  • The above provisions of confidentiality shall not apply to Confidential Information that is at the date hereof, or hereafter becomes, public knowledge through no fault of the receiving
  • The Parties may disclose Confidential Information to any governmental or other statutory or regulatory body pursuant to any applicable or relevant law or regulations only to the extent necessary for the purposes contemplated by this Agreement, or as is required by law, and subject to Party using its best endeavors to ensure that the person in question keeps the same confidential and does not use the same except for the purposes for which the disclosure is

8.      Indemnity and Limitation of Liability

  • Service Recipient shall indemnify and hold harmless Service Provider and its officers, directors, employees, affiliates, agents, sub-contractors and other representatives from any claims, demands, liabilities, suits, proceedings, penalties, costs or expenses of any kind (including, attorneys’ fees and expenses) arising from Service Recipient’s, its agents’, subcontractors’ or its personnel’s: (i) infringement of intellectual property rights; (ii) infringement of third party intellectual property rights; (iii) violation of any applicable laws and statutory obligations (including but not limited to non-filing of the requisite forms with the tax authorities to claim tax credit etc.); (iv) gross negligence and/or misconduct; (v) breach of any obligation, terms, representation, warranties and covenants under this Agreement; (vi) breach of confidentiality obligations under this Agreement and/or (vii) any damage to property and/or bodily injury or death caused due to the negligence in performing their duty under this
  • This provision shall survive the expiration or termination of this Agreement for any
  • NOTWITHSTANDING ANYTHING TO THE CONTRARY ELSEWHERE CONTAINED IN THIS AGREEMENT, IN NO EVENT, REGARDLESS OF THE FORM OF CLAIM, SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, SPECIAL, PUNITIVE, EXEMPLARY, SPECULATIVE OR CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO, ANY LOSS OF USE, LOSS OF DATA, BUSINESS INTERRUPTION, AND LOSS OF INCOME OR PROFITS, IRRESPECTIVE OF WHETHER IT HAD AN ADVANCE NOTICE OF THE POSSIBILITY OF ANY SUCH DAMAGES. IN NO EVENT THE AGGREGATE LIABILITY OF SERVICE

          PROVIDER SHALL EXCEED THE AMOUNT PAYABLE BY SERVICE RECIPIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT FOR PRECEDING SIX (6) MONTHS.

9.      Intellectual Property Rights

  • All intellectual property rights (“IPR”) existing prior to the Effective Date of this Agreement will belong to the Party that owned such rights immediately prior to the Effective Neither Party shall not gain by virtue of this Agreement, any rights of ownership of copyrights, patents, design, trade secrets, trademarks or any other IPR owned by the other Party.
  • Service Recipient or Service Recipient’s customers (as the case may be) shall own the right, title and interest in and to all handset/products provided to Service Provider for providing Services as more particularly described in ANNEXURE A / Service Provider is merely providing the services as described under the Annexure A / SOW. In no event Service Provider shall be construed as an owner or title holder of these handset/product in any manner whatsoever.

10.    Independent Relationship

  • Service Provider’s relationship with Service Recipient will be that of an independent contractor and nothing in this Agreement should be construed to create or imply a partnership, agency, joint venture, or employer-employee relationship between Service Recipient and Service Provider (including Service Provider’s employees and contractors).
  • Service Provider is a non-exclusive service provider and independent contractor as against Service Recipient. For avoidance of doubt, Service Provider reserves the right to contract, at any time, any third party wherever it locates to provide similar kind of services in the territory without any restriction in any manner

11.    Dispute Resolution; Governing Law; Jurisdiction

  • Dispute Resolution

          If any dispute or difference of any kind whatsoever shall arise between the Parties in connection with or arising out of this Agreement (whether before or after the termination or            breach of this Agreement) the concerned representatives of the Parties shall promptly and in good faith negotiate with a view to an amicable resolution and settlement of the                  dispute.

 

          In the event no amicable resolution or settlement is reached within a period of thirty (30) days, such dispute or difference shall be referred to a sole arbitrator mutually appointed            by the Parties or, upon the failure of the Parties to agree upon a sole arbitrator, within a period of ten (10) days, each Party shall appoint one arbitrator each and the two                        appointed arbitrators shall appoint the third arbitrator who shall act as the presiding arbitrator. Arbitration shall be conducted in accordance with the provisions of the Indian                    Arbitration and Conciliation Act, 1996 and any amendments thereof. The arbitration proceedings shall be held at Delhi and language shall be English. The cost of arbitration shall              be borne by Parties equally.

          The existence of any dispute or difference or the initiation or continuance of the arbitration proceedings shall not postpone or delay the performance by the Parties of their                      respective obligations pursuant to this Agreement. It is agreed that the arbitrators shall also determine and make an award as to the costs of the arbitration proceedings.                        Notwithstanding anything contained herein, the Parties shall have a right to institute legal proceedings to prevent any continuing breach of the provisions of this Agreement to                seek an injunctive or any other specific relief.

  • Jurisdiction

          Subject to the above clause, the Courts of Delhi, shall have the exclusive jurisdiction to adjudicate upon any or all disputes arising out of or in connection with this Agreement.

  • Governing Law

           This Agreement and the rights and obligations thereunder shall be governed by and construed in accordance with the laws of India, without regard to its conflict of law principles.

12.    Assignment

           This Agreement may not be assigned, sold or transferred, whether by operation of law or otherwise, without prior written consent of other Party. Any assignment made in                       contravention of this clause shall be void and of no effect. Notwithstanding the foregoing, the Parties may, without the written consent of the other Party, assign any and/or all of             its rights and obligations under this Agreement to: (a) an entity that acquires all or substantially all of its assets, or all or substantially all of the assets of one or more of its                     business units, (b) an Affiliate; or (c) a successor entity in a merger or acquisition. Subject to the foregoing, this Agreement and the SOW shall be binding on the Parties and                   their respective successors and permitted assigns.

 

13.     Notice

           Any notice, approval, consent or other communication required or permitted under this Agreement shall be in writing, in English language, and shall be deemed to be validly                   given and effectively served upon when (1) delivered personally, (2) mailed by registered or certified mail, or (3) transmitted by facsimile with a confirming copy sent by                         overnight mail or courier service to the Parties at the addresses and facsimile numbers provided by each Party under this Agreement. Any such notice, approval, consent or other             communication shall be deemed to have been duly served (if delivered personally or given or transmitted by facsimile) immediately or (if given or made by local mail) 48 hours               after posting or (if made or given by overseas mail) seven days after posting and in proving the same it shall be sufficient to show that the envelope containing the same was                 duly addressed, stamped and posted. Either Party may change its address by giving written notice thereof to the other Party. Notice given by a Party’s counsel shall be                           considered notice given by that Party.

14.    Severability

           In the event that any provision of this Agreement shall be deemed by any court having jurisdiction thereon to be illegal, invalid or unenforceable, it shall in no way affect or                     prejudice the legality, validity or enforceability of any other term or condition of this Agreement. If any provision of this Agreement shall be deemed by such court to be                           unenforceable because such provision is too broad in scope, such provision shall be construed to be limited in scope to the extent such shall deem necessary to make it                           enforceable, and if any provision shall be deemed inapplicable by any such court to any person or circumstances, it shall nevertheless be construed to apply to all other persons               and circumstances.

15.    Entire Agreement

           Save as provided herein, this Agreement and its Annexures constitutes the entire agreement between the Parties pertaining to the subject matter contained herein and embodies             all the terms and conditions agreed upon between the Parties, and supersedes and cancels in all respects all other agreements and understandings of the Parties, whether oral or             written, pertaining to the subject matter under this Agreement. The terms of this Agreement may not be modified, amended, varied or waived except in writing and signed by                 the Parties.

16.     Force Majeure

           If and to the extent that a Party’s performance of any of its obligations pursuant to this Agreement is prevented, hindered or delayed by reason of fire, flood, earthquake,                       explosion or other casualty or accident or act of God, war or other violence, or any applicable law, order proclamation, regulation, ordinance, demand or requirement of any                     governmental or regulatory authority and such non-performance, hindrance or delay could not have been prevented by reasonable foresight or precautions (including proper                   planning and execution of the disaster recovery or business continuity plan) or circumvented through the use of alternate sources, work-around plans or other means, (in each               case, a “Force Majeure Event”), then the non-performing, hindered or delayed Party will be excused for such non-performance, hindrance or delay, as applicable, of those                       obligations to the extent that they are affected by the Force Majeure Event for as long as such Force Majeure Event continues and such Party continues to use its commercially                 reasonable efforts to re-commence performance whenever and to whatever extent possible without delay, including through the use of alternate sources, workaround plans or                 other means. If the period of nonperformance exceeds thirty (30) days from the receipt of notice of the Force Majeure Event, the Party whose ability to perform has not been so             affected may give written notice to terminate this Agreement.

17.     Waiver

            The failure of any Party to enforce any term or provision hereof shall not be construed to be waiver of such term or provision and shall in no way affect the right of such Party                   thereafter to enforce such term or provision or any term or provision hereof.

18.     Amendments

            No modification, amendment or waiver of the terms and conditions of this Agreement shall be valid or binding unless made in writing and duly executed by the Parties.

            IN WITNESS WHEREOF the parties hereto, each acting with proper authority, have executed this Agreement as of the date written below.

 

           For Service Recipient                               For Service Provider

           ANNEXURE A

             Statement of Work/Scope of Services

             Service Provider will provide services in the following areas (the “Services”), as requested by Service Recipient:

  1.    Limited warranty services:
  1.    IT products (including but not limited to Mobile, laptops, tablets) sold on togofogo.com (“Website”) an independent online marketplace, by Service Recipient to third party             customers will be with a limited warranty that shall be fulfilled by Service Provider on behalf of Service Recipient.
  2.    Service Provider shall provide customer call support for Service Recipient’s customers to raise their warranty claim of the device/IT product (detail customer care services             covered below).
  3.    Service Provider will provide details of walk-in authorized service centers to the Service Recipient or its customers. Thereafter, Service Provider will provide the warranty               services to Service Recipient’s customer by repairing/processing such device/IT product from its authorized service
  4.    Service Provider will provide or use the appropriate spare part/rework required on the under the warranty
  5.    Service Provider shall provide the limited warranty from the date of sale of such repaired or refurbished handset by Service Recipient. The warranty period for the categories         are as follows:

Category

Limited warranty period

Refurbished-Like New

1 year

 Refurbished –       Superb

1 year

Refurbished – Very Good

1 year

Refurbished – Good

1 year

 

 

  1.  Upon the written request from Service Recipient, Service Provider will share the reports of warranty services to Service Recipient. The format of the report shall be mutually   agreed by the
  2.  Service Provider, at its sole discretion, will charge Service Recipient’s customer for pick-up and drop
  3.  Service Provider responsibility shall end once the device/ IT product is repaired under the warranty and delivered back to Service Recipient’s customer through its third party   service provider. In the event if any issue arises again during the warranty period, the Service Recipient’s customer shall raise a claim again visiting the contact center
  4.  Service Provider and Service Recipient agree that the limited warranty shall be excluded for the instances/items appended under Exhibit
  5.  Service Provider provide a non-exclusive, limited and non-transferable rights to Service Recipient to include Service Provider’s name and contact detail under the warranty card     issued to Service Recipient’s

           Contact Center services:

  1. Service Provider will provide contact center services to Service Recipient or its customers for warranty services.
  2. For availing warranty services, the Service Recipient’s customer need to call the contact center of Service
  3. Contact center support will check the warranty service eligibility before any service is
  4. In order to register the claim, the Service Recipient’s customer should provide the following details:

 

  1. Name, address and contact number
  2. Invoice number and Date
  3. IT product make/model and IMEI number, Serial number or unique ID pertaining to that relevant category
  1. Once the claim is validated, the contact center support will register the claim and first attempt to resolve the issue remotely by providing step by step guidance over voice
  2. If unable to resolve the issue remotely, the contact center support shall provide an option to Service Recipient’s customer to visit to the nearest walk-in service center or for chargeable pick-up and delivery services for logistics serviceable pin codes. For the pin codes which are not serviceable by logistics partners, self-ship option will be suggested to the service’s recipient
  3. If Service Recipient’s customer is agreed to visit walk-in service center, contact center will forward the call to walk-in service center, from where customer can visit and avail warranty services. If Service Recipient’s customer is opting for chargeable pick-up and delivery services, contact center will guide

           the Service Recipient’s customer for Pick-up and Delivery service as mentioned below. If the Service Recipient’s customer is opting for Self-Ship, Contact Center will guide the                 customer for shipping address and packaging guidelines.

  1.  Service Provider shall be responsible to comply with the applicable provisions of law to provide Customer care services to Service Recipient or its customers

          Carry-In/ Pick-up and Delivery service facilitated by Service Provider: 

  1. Service Provider will provide pick-up and delivery service to Service Recipient’s customer through its third party service providers
  2. Service Provider shall charge Service Recipient’s customer for Pickup and Delivery
  3. Service Recipient’s customer must follow the written instructions provided for packing the unit (to avoid transit damage) and readying for pickup by third party service provider. Only the main unit along with Battery need to be packed (excluding all accessories). Charges for the pickup and delivery shall be borne by the Service Recipient’s
  4. Service Provider shall not be responsible for backup of all data from device/product. Service Provider shall not under any circumstances be liable, either expressly or impliedly, for any damages or losses of any kind whatsoever resulting from loss of, damage to, or corruption of, content or data during repair of the device/product.
  5. Service Recipient shall ensure that its customer or its representative should be available at the premises at the scheduled pickup
  6. Service TAT of Service Provider shall commence from the time the device/product is picked up from Service Recipient’s customer premises and the first delivery attempt is made after the

           In case of Self-ship option, Service TAT shall commence from the time the device/product is delivered to respective centralized repair centers. For carry in service the customer               will be intimated of the repair completion & post the same customer is required to collect the repaired device from the service centre

  1. The Service TAT in days will vary from 10 to 20 days and will be based on the spare part availability and Service Recipient’s customer location and pincode, which would determine logistics transit TAT. The Service TAT eligibility will be confirmed by the contact center support at the time of job sheet creation. 90% of the Service TAT will be achieved within 20 days & 100% TAT within 30

    ANNEXURE B – ANTI-BRIBERY AND ANTI-CORRUPTION POLICY (ABAC)

           POLICY ON ANTI-BRIBERY AND ANTI-CORRUPTION, ANTI-MONEY LAUNDERING AND EXPORT CONTROLS (“POLICY”)

      Policy Statement and Purpose: ATPL and its group Companies and associates is committed to operating its        businesses conforming to the highest moral and ethical standards. You, the Service Provider, have entered        into an agreement with ATPL. Your Company, having an equally stringent code of conduct, or in the                    absence of a policy, having hereby adopted this Policy, is therefore committed to acting professionally,              fairly and with integrity in all its business dealings and relationships wherever it operates, and to                      implementing and enforcing effective systems to counter bribery. You do not tolerate bribery or corruption        in any form. This commitment underpins everything you do. You undertake to uphold all laws relevant to          countering ‘bribery and corruption’, ‘money laundering’ and ‘restricted export-import dealings’ applicable          to you in the conduct of our business across all the jurisdictions in which we operate including, wherever          applicable, the Indian Prevention of Corruption Act, 1988, US Foreign Corrupt Practices Act, 1977, UK                Bribery Act, 2010, Prevention of Money Laundering Act, 2002, Black Money (Undisclosed Foreign Income          and Assets) and Imposition of Tax Act, 2015 and other applicable export control laws and regulations                including but not limited to any restrictions on the export or import dealings with the ‘Sanctioned                      Persons’1 (“Anti-financial Crimes Laws”).

         This Policy constitutes a minimum standard. It is complied with in any country in which our Company does business even when the policy is stricter than the Anti-financial              Crimes Laws that are applicable, including both applicable local laws and those laws with extra-territorial application. However, when applicable Anti-financial Crimes Laws are                  stricter than this policy, such laws must be complied with.

      You should at all times undertake to be compliant and shall continue to abide by this Policy till there exists        any binding commercial arrangement/ agreements between you and ATPL and follow as under:

  1. You shall comply with all applicable laws,  regulations  and  sanctions relating to anti-bribery, anti-corruption, anti-money laundering and export controls including but not limited to the Anti-financial Crimes
  1. You are prohibited from offering/receiving gifts or granting favours (of any kind) to any employees or agents or any person (including but not limited to Government Officials) with whom the company or its business associates have a contractual relationship, or intend to negotiate an agreement or do any kind of business. No person should accept or solicit any personal benefit from anyone in the course of business or in relation thereto or in any manner relating to it, in a manner that might compromise, or appear to compromise their objective
  1. As a Service Provider, you shall never be involved in any act of bribery including obtaining, agreeing to receive, accepting, or attempting to obtain, an undue advantage for acts to be performed properly. For example, bribes are intended to influence behaviour – they could be in the form of money, a privilege, an object of value, an advantage, or merely a promise to influence a person in an official or public capacity, also in case you offer gratification to any person for doing or forbearing to do an official act or favour/ disfavour to any person or/ and any gratification to any person for inducing any person/public servant by corrupt/ illegal or personal influence to do/ forbear from doing an official act or to show favour/ disfavour to any person under any applicable law, regulations or restrictions, You shall be in a clear violation under this Policy.
  1. You are prohibited from dealing or indulging in any acts which may be deemed as money laundering under any applicable law, regulations or restrictions. You are also prohibited in dealing in any manner with any person who has been identified as a Sanctioned Person in the sanctions list maintained by different state authorities or organisations. Any such acts or dealings will constitute a clear violation of this policy by
  1. You shall not engage in any conduct which would constitute an offence under any of the Anti-financial Crimes Laws, as enumerated You shall have and shall maintain in place, till there exists any binding commercial arrangement/ agreements between you and ATPL, your own effective compliance programme, to ensure compliance with and detect violations of all of the applicable Anti-financial Crimes Laws.
  1. You shall not initiate or attend any meetings with any government, political party related to the services to be provided in terms of commercial arrangement/ agreements between you and ATPL without the express written permission of ATPL. You shall not during performance of the commercial arrangement/ agreements between you and ATPL offer or provide any gift or entertainment or gratification of any kind related to the services to be
  1. You, and to the extent hired in connection with discharging your obligations under arrangements / agreements between you and ATPL, your suppliers, agents, contractors, service providers, intermediaries, consultants, and advisors, have to conduct themselves with the highest standards of integrity and in compliance with all relevant laws and regulations and in full compliance of this Policy. We expect all our third parties to share our values and our ethical
  1. ATPL will internally monitor the effectiveness and review the implementation of this Policy, considering its suitability, adequacy and effectiveness. ATPL reserves the right to vary and/or amend the terms of this Policy from time to
  1. If a breach of the Policy is committed by you, you agree that ATPL may immediately terminate all contractual agreements subsisting with you. In case ATPL terminates any subsisting agreement due to a breach of this Policy, you shall not be entitled to claim compensation or any further remuneration, regardless of any activities or agreements with additional third parties entered into before

         Exhibit A

          Exclusion of limited warranty services

  1. Dead On Arrival (DOA) – The warranty will not be applicable in case of any defect is observed or products/device received dead on arrival within ten (10) days from the date of delivery to the

  2. Warranty will be void if repair is attempted at unauthorized service
  3. Damage or Failure caused due to negligence / misuse / unauthorized modification or adjustment / alteration / normal wear and tear / tampering / liquid traces in the device

          / entry of insect, vermin or foreign object in device / voltage fluctuation / natural calamities / act of god / rough handling / exposure to moisture, dampness or extreme thermal              or environmental conditions or a rapid change in such conditions / corrosion / oxidation / forcible attachment into USB port resulting in damage of pins / using liquids or non-                  recommended cleaners on screen and use of accessories not approved / recommended in users' manual.

  1. Warranty does not cover physical damages on screens and body of the device/product (including but not limited to scratches, dents and cosmetic damages)
  2. Accessories (including but not limited to attachments, consumables, cosmetic parts, cables, and software) are not cover under this
  3. Warranty will be void if the original brand label containing the serial number and/or the

           IMEI number is removed, obliterated, defaced or altered from the device/product.

  1. Warranty does not cover any compatibility / connectivity
  2. Warranty does not cover third party claims against customer for loss or damages, loss of profit, loss of anticipated savings, loss of data, loss of records or information, loss of use of the product or any associated equipment, or indirect, incidental or consequential losses or damages of any nature
  3. Warranty does not cover normal wear and tear if the device/product is used in commercial, business, industrial, educational or rental
  4. Warranty will automatically terminate on the expiry of its validity even if the device/product may not be in use for any time during the warranty period for any reason.