THIS AGREEMENT IS A BINDING CONTRACT AND APPLIES TO CUSTOMER’S PURCHASE OF PRODUCTS FROM SERVILO. NO ADDITIONAL OR DIFFERENT TERMS OR CONDITIONS IN ANY FORM DELIVERED BY CUSTOMER TO SERVILO APPLY; SUCH ADDITIONAL OR DIFFERENT TERMS ARE HEREBY DEEMED TO BE MATERIAL ALTERATIONS AND NOTICE OF OBJECTION TO AND REJECTION OF SUCH TERMS IS HEREBY GIVEN BY SERVILO.
BY MAKING A PURCHASE FROM OR PLACING AN ORDER WITH SERVILO, CUSTOMER AGREES TO BE BOUND BY AND ACCEPTS THESE TERMS AND CONDITIONS UNLESS CUSTOMER AND SERVILO HAVE AGREED TO A SEPARATE CONTRACT FOR THE RESALE OF PRODUCTS BY SERVILO TO CUSTOMER, IN WHICH CASE SUCH SEPARATE, FULLY-EXECUTED WRITTEN CONTRACT BETWEEN THE PARTIES OR CLICKTHROUGH CONTRACT PROVIDED BY SERVILO AND ACCEPTED BY CUSTOMER WILL GOVERN.
Orders placed by Customer are not binding until accepted by Servilo. This Agreement is subject to change without prior notice; however, the version of this Agreement posted on the Website at the time that Customer placed an order will govern such order unless otherwise agreed in writing by Servilo and Customer.
a. Agreement means these terms and conditions;
b. Customer means the entity ordering and/or purchasing Products from Servilo;
c. Products means products and services that Servilo resells from Third Party Providers including but not limited to hardware, software, subscription services, updates, bug fixes, maintenance services, support services, warranty services and professional services;
d. Servilo means Servilo Tech LLP as the case may be, and any of Servilo Tech LLP affiliates, subsidiaries or parent companies as the case may be;
e. Terms of Use means the terms and conditions or agreement between the Third Party Provider and the Customer applicable to Customer’s use, subscription and/or receipt of the Product which may be in the form of an end user license agreement, terms of use or a separate negotiated agreement between the Customer and the Third Party Provider;
f. Third Party Provider means the manufacturer, distributor, licensor or provider of the Product which is resold by Servilo, as the case may be; and
g. Website means this website or any other website operated by Servilo.
Customer acknowledges and agrees that: (i) the Products purchased by Customer are resold by Servilo for Customer’s use only (unless otherwise stated in the Terms of Use); and (ii) Servilo is not the creator, manufacturer, distributor or licensor of the Products. In purchasing the Products, Customer is relying on the Third Party Provider’s specifications only and is not relying on any statements or documents that may be provided by Servilo.
If applicable and permitted by the Third Party Provider, Servilo will pass through to Customer any warranties provided to Servilo by the Third Party Provider for a Product. This limited obligation to pass through warranties provided by the Third Party Provider to Customer is Customer’s sole remedy and Servilo’ sole obligation in connection with representations, warranties and conditions related to Products. SERVILO MAKES NO WARRANTIES, REPRESENTATIONS OR CONDITIONS IN CONNECTION WITH THE PRODUCTS WHETHER EXPRESS OR IMPLIED, IN FACT OR IN LAW, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABLE QUALITY, NON-INFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE. Customer acknowledges that no employee of Servilo is authorized to make any representation or warranty on behalf of Servilo that is not in this Agreement.
To the extent that a Third Party Provider provides indemnities to Servilo, including but not limited to, indemnification against liability for infringement of a third party’s proprietary rights, and to the extent that such Third Party Provider permits the transfer of such indemnities to Customer, Servilo will pass such indemnities through to Customer. Servilo does not directly provide any indemnities in connection with the Products. Further, Customer expressly waives any claim that it may have or allege to have against Servilo based on any product liability or infringement or alleged infringement of any patent, copyright, trade secret or other intellectual property right with respect to any Product and also waives any right to indemnification from Servilo against any such claim made against Customer by a third party.
a. SERVILO’S TOTAL AND AGGREGATE LIABILITY FOR ANY LOSS, DAMAGE, COST OR EXPENSE SUFFERED OR INCURRED BY CUSTOMER ARISING OUT OF OR IN CONNECTION WITH THE CUSTOMER’S ORDER OR PURCHASE OF PRODUCTS, SERVILO’S SUPPLY OF PRODUCTS OR THIS AGREEMENT IS HEREBY LIMITED TO THE LESSER OF: (A) THE INDIA RUPPES OR OTHER CURRENCIES PAID BY CUSTOMER FOR THE PRODUCT GIVING RISE TO THE CLAIM IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING SUCH CLAIM; OR (B) TEN-THOUSAND (10,000.00) INDIAN RUPEES.
b. IN NO EVENT SHALL SERVILO BE LIABLE TO THE CUSTOMER FOR ANY INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL OR CONSEQUENTIAL DAMAGES. SERVILO SHALL HAVE NO LIABILITY FOR THE FOLLOWING: (I) LOSSES OF REVENUE, INCOME, PROFIT OR SAVINGS; (II) LOST OR CORRUPTED DATA OR SOFTWARE, LOSS OF USE OF SYSTEMS(S) OR NETWORK(S), OR THE RECOVERY OF SUCH; (III) LOSS OF BUSINESS OPPORTUNITY; (IV) BUSINESS INTERRUPTION OR DOWNTIME; (V) LOSS OF GOODWILL OR REPUTATION; OR (VI) PRODUCTS NOT BEING AVAILABLE FOR USE OR THE PROCUREMENT OF SUBSTITUTE PRODUCTS OR OTHER GOODS.
c. The foregoing limitations, exclusions and disclaimers shall apply to any and all claims, regardless of whether the alleged or actual damages were foreseeable or a claim for such damages is based in contract, warranty, strict liability, negligence, tort or otherwise. Insofar as applicable law prohibits any limitation on liability herein, the parties agree that such limitation will be automatically modified, but only to the extent so as to make the limitation compliant with applicable law. The parties agree that the limitations on liabilities set forth herein are agreed and bargained-for allocations of risk and Servilo’ compensation for the Products reflects such allocations. Such limitations will apply notwithstanding the failure of the essential purpose of this Agreement or any remedy contained herein and even if a party has been advised of the possibility of any such failure or liability.
Subject to the Terms of Use, title to hardware Products shall pass to Customer, and acceptance of the hardware Products shall occur, upon delivery of the hardware Products to the carrier (F.O.B. Origin). For greater certainty, title to software Products will remain with the applicable Third Party Provider (or its licensor), and Customer's rights therein are contained in the Terms of Use.
Terms of payment are within Servilo’s sole discretion. Customer is responsible for any applicable sales, use, or other taxes, provincial, state or local fees or assessments associated with its purchase of Products. Customer agrees to pay the total purchase price for the Products plus all shipping costs (if applicable). If Customer is purchasing Products from India, payments shall be made in the lawful currency of India; if Customer is purchasing Products for use outside of India, payments shall be made in the lawful currency of the United States. Overdue invoices shall be subject to an interest rate of 1.5% per month (18% annually) calculated monthly from the date payment was due until the date payment is made, without prejudice to any other rights, remedies or recourses which Servilo may have under this Agreement, at law or in equity. Further, in the event payments are not received in accordance with the Servilo approved terms of payment, Servilo may suspend the provision of Products (including subscriptions and related services) until payment is received. Servilo reserves the right to make adjustments to pricing and Product offerings for reasons including, but not limited to, changing market conditions, Product discontinuation, Product unavailability, manufacturer price changes, supplier price changes, foreign exchange changes and fluctuations, and errors in advertisements. All orders are subject to Product availability. Therefore, Servilo cannot guarantee that it will be able to fulfill Customer’s orders.
All Products provided to Customer are subject to the applicable Terms of Use. Customer agrees to abide by the Terms of Use and will defend, indemnify and hold Servilo harmless from any third party claim related to Customer’s failure to abide by the Terms of Use. Some Terms of Use may provide for automatic renewal of certain Product subscriptions. To the extent such automatic renewal terms exist in respect of a Product, Customer is responsible for any notice requirements related to such automatic renewals.
Servilo cannot and does not guarantee that it can fulfill Customer’s requests for Products. Delivery times are estimates only and Servilo shall not be liable for delays. Servilo will arrange for shipping with the applicable carrier and include shipping costs separately on its invoice to Client. Servilo will not be liable for handling, duties or customs charges for shipments. Servilo is not responsible for any damage or loss that may occur to the Products during shipping.
All returns are subject to Servilo’s returns policy available on the Website, as amended from time to time. Servilo will not be responsible for any Third Party Provider’s refusal to accept the return of any Product for any reason.
Termination Notice: In order to terminate the renewal of a service or subscription, the party intending to terminate must provide written notice to Servilo. The termination notice shall be given a minimum of 60 days prior to the renewal date.
Renewal Fees: If the termination notice is not provided within the specified timeframe of 60 days, the terminating party shall be liable to pay the renewal fees for the subsequent renewal period.
Method of Notice: The termination notice must be submitted in writing and delivered to the other party via certified mail, email with read receipt, or any other method that provides a verifiable proof of delivery.
Confirmation of Termination: Upon receipt of the termination notice, the receiving party shall acknowledge the termination request in writing within five (5) business days. The acknowledgement shall confirm the termination date and any applicable termination fees or obligations.
Effective Termination Date: The termination of the renewal shall become effective on the renewal date specified in the termination notice, provided that the notice is given in accordance with the minimum 60-day requirement.
Termination Fees: In addition to the liability for renewal fees, the terminating party may be subject to any termination fees or penalties as outlined in the original agreement or contract between the parties.
Settlement of Outstanding Obligations: Upon termination of the renewal, the terminating party agrees to settle any outstanding obligations, including but not limited to payments, invoices, or other outstanding charges, as per the terms and conditions of the original agreement.
No Refunds: Any fees paid prior to the termination date, including any advance payments or deposits, shall not be refunded unless explicitly stated in the original agreement or contract.
Subject to a separate, written, fully-executed agreement between Servilo and Customer for the sale of Products or a click-through contract provided by Servilo and accepted by Customer for the sale of Products, this Agreement contains the complete agreement between Servilo and Customer relating to the purchase and provision of the Products and supersedes all prior negotiations, representations and understandings. For greater certainty, purchase orders issued by Customer are issued for administrative purposes only; terms and conditions contained in any such purchase order shall be null and void.
This Agreement shall be governed by the laws in effect in the Province of Bangalore, India. without regard to its conflict of laws rules. The parties hereby irrevocably attorn to the exclusive jurisdiction of the courts of the Province of Bangalore, India courts located therein. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement.
No provision of this Agreement may be waived, by any act or omission of either Servilo or the Customer, and this Agreement may not be amended except by the express written consent of both parties. For greater certainty, forbearance or indulgence by either Servilo or the Customer in any regard shall not constitute a waiver of any provision of this Agreement.
Customer may not assign this Agreement or any rights or obligations under this Agreement to a third party without the prior written consent of Servilo.
The Parties agree that this Agreement be drafted in the English language.
In case any one or more of the provisions contained in this Agreement should be invalid, illegal, or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein shall not be in any way affected or impaired thereby.
Except for a party’s obligation to pay the other party any amount owed in accordance with this Agreement, neither party will be deemed to be in default hereunder or liable for a failure or delay in performance that is caused, in whole or in part, by circumstances including, acts of God, acts, omissions or delays of carriers, embargo, explosion, fire, flood, order of civil or military authority, disease, strike, lockout, war, Product unavailability, or any other causes beyond its control where such event renders impossible or delays a party’s performance. In such an event that impacted party will promptly notify the other in writing and will use commercially reasonable efforts to minimize any resulting delay in or interference with the performance of its obligations under this Agreement. Delivery and performance dates will be equitably extended to the extent of any such delays
Terms for Product Purchases v2.0