TERMS AND CONDITIONS OF SERVICE
Services provided to you (“the Customer”) from Saburi Security Agency Pvt. Ltd. (“Saburi Security Agency”) are provided on the basis of these Terms and Conditions of Service (“Agreement”). By placing an Order with Saburi, you agree that this Agreement applies to the provision of such services. Unless an authorized person of Saburi Security Agency gives an acknowledgement by notice in writing, no variation of the provisions of this Agreement is permitted. A binding contract is formed between you and Saburi upon this Agreement or Saburi Security Agency’s Monitoring Agreement (“Order”) being signed by both parties. The terms and conditions described in this Agreement shall apply to the exclusion of any other terms and conditions whatsoever.
1. PRICE
1.1 The prices to be paid under this Agreement are as detailed in the Order. In the event that the price of any service is omitted, you shall pay Saburi Security Agency’s standard price for the elevant Service current at the time of performance of the Services.
1.2 In the event prices are stated to include duties and taxes, these have been calculated on rates applicable at the time of quotation. Prices shall be adjusted to take into account the amount of uties and taxes actually paid or payable.
1.3 Any tax, impost, duty or other levies are to be borne by you. If any such sums are required by law to be withheld, collected or paid, Saburi will be entitled to add those amounts to the price. GST is not included in the price and will be added.
1.4 Any charges not expressly included in the price are payable by you.
1.5 Saburi Security Agency reserves the right to raise invoices to be paid for progress claims. Progress claim invoices for Services may be raised by Saburi Security Agency in accordance with the payment schedule referred to in an Order or, in the absence of any such payment schedule, progress claims may be made by Saburi at its option.
1.6 Any quotations given by Saburi are subject to written confirmation given by Saburi Security Agency.
2. PAYMENT
2.1 You shall pay the full price of the Services at the time of Order unless otherwise provided in an Order or specifically agreed in writing by Saburi Security Agency.
2.2 Payment shall be made within fourteen (14) days of delivery of an invoice by Saburi Security Agency by:
(a) cheque, electronic funds transfer, direct deposit, cash funds; or
(b) an irrevocable letter of credit issued or confirmed by a bank on terms and conditions acceptable to Saburi Security Agency.
2.3 All prices are in Indian Rupees.
2.4 All moneys owing to Saburi Security Agency pursuant to an invoice which remains unpaid for thirty (30) days after the date such moneys become due for payment shall bear interest as and from the date upon which payment is due at the prevailing Bank overdraft rate applicable to unsecured monies in the amount of the debt.
3. THE SERVICES
Saburi Security Agency reserves the right to revise at any time the extent or type of Services it agrees to supply to you if it reasonably believes that such other services can fulfill the same function.
4. ACCEPTANCE
4.1 Services performed by Saburi Security Agency shall be deemed to have been accepted unless within seven (7) days of completion of such Service you notify Saburi Security Agency in writing of any deficiencies and provide reasonable evidence thereof.
5. WARRANTY AND LIMITATION OF LIABILITY
5.1 Where Services are defectively performed Saburi Security Agency shall perform such services again to the extent necessary to correct the defect.
5.2 The liability of Saburi Security Agency is expressly limited to the fee paid by you for the services. Saburi Security Agency shall not be liable to you or your servants, agents, customers or representatives for any direct, indirect, incidental or consequential loss or damages of any nature howsoever caused (whether based on tort, or contract or otherwise) including but not limited to loss of profits, loss of production, loss of sales opportunity or business reputation, direct or
indirect labor costs and overhead expenses, damage to equipment or property or any other claim whatsoever arising directly or indirectly or in any way attributable to the performance of the Services and in no event shall any claim be recognized unless the claim is in writing and received by Saburi Security Agency within fourteen (14) days of the date of performance.
5.3 In the event that any law (including the Trade Practices Act 1974) implies a warranty or condition into this Agreement which can be excluded, then Saburi’s liability for breach of any such implied warranty or condition is excluded. In the event that such warranty or condition cannot be
excluded, but may be limited, Saburi Security Agency expressly limits its liability to:
(a) The re-supply of the relevant Services; or
(b) The payment of the cost of having the Services re-supplied.
5.4 The liability to do any of the things referred to in clause 5.3 is conditional on the relevant services having been wholly provided by Saburi Security Agency.
5.5 For the purposes of clauses 5.2 and 5.3 above, you acknowledge and represent that those provisions are fair and reasonable having regard to the nature of this Agreement. In particular, you acknowledge and represent to Saburi Security Agency that, in respect of this Agreement and, in particular, clauses 5.2 and 5.3 above:
(a) Saburi Security Agency is not in a position of relative bargaining superiority to you;
(b) Saburi Security Agency has offered no inducement; and
(c) You are aware of the existence and extent of clauses 5.2 and 5.3.
5.6 The provisions of this clause shall not apply insofar as their application is prevented by the Trade Practices Act 1974 or any other laws.
6. DELAY AND FORCE MAJEURE
6.1. Any Services to be supplied by Saburi will be supplied during regular business hours on Business Days. If for any reason you request Saburi Security Agency to provide services outside regular business hours, any overtime or additional expenses occasioned shall be invoiced to and payable by you to Saburi Security Agency at Saburi Security Agency’s monitoring rates applicable from time to time.
6.2 Additional costs incurred by Saburi Security Agency due to cessation of work occasioned by your instructions (or lack of instructions), by any interruptions, mistakes or work for which Saburi Security Agency is not responsible, and shall be reimbursed by you to Saburi upon demand.
6.3. Saburi Security Agency shall not be liable for any failure to perform its obligation under this Agreement for any cause beyond its reasonable control including without limitation fire, flood, strikes, lockouts, accidents (including motor vehicle accidents), demands or requirements of Government or statutory authorities, transportation delays, fuel and energy shortages, defaults of sub-contractors or any other cause beyond its control.
6.4 In the event of any delay of the kind referred to in sub-clauses 6.2 and 6.3, the date or dates for performance of Services under this Agreement by Saburi Security Agency shall be extended for a period at least equal to the time lost by reason of the delay or the delays caused.
7. DEFAULT
In the event that-
7.1 You become insolvent or unable to pay your debts as they fall due or a receiver is appointed or you are subject of voluntary or involuntary bankruptcy proceedings;
7.2 You are in a material default of any obligation hereunder;
7.3 You fail to make any payment in full on the due date(s);
7.4 You purport to assign any rights or obligations under this Agreement without the prior written consent of Saburi; or
7.5 by any act or omission cause Saburi to be in breach of any law which may result in Saburi Security Agency being liable for a fine or penalty; then Saburi may by written notice to you either require payment in full prior to performance of any further Services, suspend performance of its
obligations under this Agreement or cancel any Order. Such action shall be without prejudice to any other rights Saburi may have, whether for damages or otherwise.
8. LICENCES AND PERMITS
8.1 All Services performed by Saburi are on the understanding that all licenses and permits under any relevant statutes, ordinances, rules and regulations have been obtained by you.
8.2 You must ensure that the performance of any Services by Saburi Security Agency and you meet all statutory requirements.
9. GENERAL PROVISIONS
9.1 The delivery of an Order attaching or containing this Agreement, or the signing of this Agreement by you, constitutes an offer and is the basis of an enforceable contract.
9.2 Such offer cannot be revoked, withdrawn or cancelled by you and is not binding upon Saburi Security Agency until it has been accepted and signed by its authorized representative whereupon a binding contract shall come into existence.
9.3 This Agreement together with any Order shall constitute the entire agreement between the parties.
9.4 This Agreement will be governed by the laws of Madhya Pradesh, India and any litigation pursued in the courts of that State.