Terms and Conditions
The following are the “Terms and Conditions” which govern the delivery of the consulting services provided by DIRAC BUSINESS SOLUTIONS PRIVATE LIMITED (referred to as “DBSPL” or “we” or “us”), to the client noted in the applicable Services Schedule (“Client”) which is executed by and between the parties and references these Terms and Conditions.

1. Payment for Services. Services fees are invoiced in full upon receipt of an order, with payment terms of immediate payment or as agreed with the customer, except otherwise specified on the applicable Services Schedule. The fees specified in the Services Schedule are the total fees charged for the Services and will not be increased during the term of the Services Schedule except as the parties may agree in writing.

2. Term and Termination. These Terms and Conditions shall remain in effect from the effective date specified in the Services Schedule through the completion of the Services contemplated in the Services Schedule. Each Services Schedule, concerning the Services, shall become effective on the effective date specified in the applicable Services Schedule (“Services Effective Date”) and shall expire on the date that Services are completed thereunder (“Services Completion Date”). Either party may terminate the Services Schedule upon written notice given to the other party if the other party materially breaches the Services Schedule and fails to cure such breach within five (5) days following receipt of notice describing the breach. Upon termination by Client for DBSPL’s material breach, Client shall be liable only for payment for the Services rendered through the termination date and shall receive from DBSPL a pro-rata refund of any unused, prepaid fees for Services.

3. Provision of Services. DBSPL will perform Services based on a schedule mutually agreed to by the parties. Services will expire unless the Services are scheduled and delivered within six (6) months from the date they were ordered. Services will ordinarily be performed by a DBSPL service representative or other authorized representative of DBSPL. The client agrees, however, that DBSPL, in its sole discretion, may provide the Services through a third-party representative.

4. Access. The client shall provide DBSPL with access to data, materials, software, and hardware as reasonably required for DBSPL to perform the Services (“Client Materials”). Client hereby grants DBSPL a limited right to use such Client Materials solely to perform Services hereunder. The client represents and warrants that it has all rights necessary in the Client Materials to provide them to DBSPL for such purpose.

5. Intellectual Property Rights. The client has and will retain the sole and exclusive right, title, and interest in and to all Client Confidential Information, Client Materials, Third-Party Data, and Third-Party Account Information (collectively, “Client Property”), including any intellectual property rights therein. DBSPL has and will retain the sole and exclusive right, title, and interest in and to all DBSPL Confidential Information, DBSPL products, DBSPL service, and all DBSPL technology, platforms, methodologies, processes, techniques, ideas, concepts, designs, tools, trade secrets and know-how, and any modifications, improvements or derivative works Unless expressly stated otherwise in Services Schedule, DBSPL will retain all right, title and interest in and to all deliverables, work product, designs, methodologies, processes, techniques, ideas, concepts, designs, tools, trade secrets and know-how, and any modifications, improvements or derivative works of the foregoing resulting from or used in providing the Services of the type described in Section 1(a) above, excluding any Client Property, including any intellectual property rights therein (“Configuration Services Results”). Upon full and final payment of all fees and expenses owing to DBSPL under the applicable Services Schedule, DBSPL is willing to enter into these Terms and Conditions and the Services Schedule and perform Services for Client only in consideration of and in reliance upon the provisions of these Terms and Conditions limiting DBSPL’ exposure to liability, including but not limited to the provisions contained above. Such provisions constitute an essential part of the bargain underlying these Terms and Conditions and the Services Schedule and have been reflected in the consideration specified therein.

6. Independent Contractor. DBSPL is, and throughout the term of these Terms and Conditions and the Services Schedule shall be, an independent contractor, and not an employee, partner, or agent, of Client. DBSPL shall not be entitled to nor receive any benefit normally provided to Client’s employees such as, but not limited to, vacation payment, retirement, health care, or sick pay. The client shall not be responsible for withholding income or other taxes from the payments made to DBSPL employees or DBSPL representatives.

7. Confidentiality. Each party may have access to information that is confidential and proprietary to the other party (“Confidential Information”). “Confidential Information” shall include any technical and non-technical information of each party, including but not limited to (a) patent and patent applications, (b) trade secrets, and (c) proprietary information–mask works, ideas, samples, media, techniques, sketches, drawings, works of authorship, models, inventions, know-how, processes, apparatuses, equipment, algorithms, software programs, software source documents, and formulae related to the current, future, and proposed products and services of each of the parties, and including, without limitation, their respective information concerning research, experimental work, development, design details and specifications, engineering, financial information, procurement requirements, purchasing, manufacturing, Client lists, investors, employees, business and contractual relationships, business forecasts, sales and merchandising, marketing plans and any other information of a similar nature. Each party agrees not to make Confidential Information available in any form to any third party except to such party’s employees, contractors, agents, or service providers who are required to know to allow such party to exercise its rights or perform obligations under these Terms and Conditions or to use the Confidential Information for any purpose other than in the performance of these Terms and Conditions. Each party agrees to take all reasonable steps to ensure that Confidential Information is secure and not disclosed or distributed by such party's employees or agents in breach of this Section. Upon request of the disclosing party, the receiving party will destroy the disclosing party’s Confidential Information, other than an archival backup copy. The obligations of this provision shall not apply to any such Confidential Information which, after the date hereof, becomes publicly available without a breach of these Terms and Conditions, or is disclosed to a third party without similar restriction on the third party's rights, or is already known in the relevant industry. This Section will survive termination of these Terms and Conditions and the applicable Services Schedule

8. Governing Law and Venue. These Terms and Conditions shall be governed by and construed under the laws of the State of West Bengal, India.

9. Entire Agreement. These Terms and Conditions, together with all applicable Services Schedule executed by the parties constitute the entire agreement between the parties and supersede all prior and contemporaneous agreements, proposals, or representations, written or oral, concerning its subject matter. No modification, amendment, or waiver of any provision of these Terms and Conditions shall be effective unless in writing and signed by the party against whom the modification, amendment, or waiver is to be asserted. Notwithstanding any language to the contrary therein, no terms or conditions stated in a Client purchase order or any other Client order documentation shall be incorporated into or form any part of these Terms and Conditions, and all such terms or conditions shall be null and void. If any provision of these Terms and Conditions is held to be unenforceable for any reason, such provision shall be reformed to the extent necessary to make it enforceable.