1. 1. Scope

The Terms and Conditions (“Terms”) contained herein shall apply to all quotations, proposals, estimates, invoices and offers made by and purchase orders accepted by Genexis Studio and its subsidiary companies. These Terms apply to all sales & services provided by Genexis except to the extent the Terms conflict with an existing individual customer contract where special terms and conditions (signed by Genexis and Client) may take precedence over this document. These Terms apply in lieu of any course of dealing between the parties or usage of trade in the industry. These Terms may in some instances conflict with other terms and conditions referenced to. In such case, the Terms contained herein shall govern, and acceptance of Client’s order is conditioned upon Client’s acceptance of the terms and conditions herein, irrespective of whether the Client accepts these conditions by a written acknowledgement, by implication, or acceptance and payment of services ordered hereunder. Genexis’s failure to object to provisions contained in any communication from Client shall not be deemed a waiver of the provisions herein. Any changes in the Terms contained herein must specifically be agreed to in writing signed by an officer of Genexis before becoming binding on either party.

1. 1. Price, Taxes and Quotations

Any project work will be initiated on receiving 50% of the Invoice amount, which will be provided after Estimated Amount proposed & discussed between representative of client company & delegate of Genexis. Projects proposed, estimated or invoiced below $200 or equivalent in alternate currency or any service which demand Genexis’s operational cost to be equals to or more than 30% of proposed, estimated or invoiced price in 3^rd party services, tools & hardware shall only be initiated on 100% pre-payment of invoiced amount. The cash back offers or returns can provided by delegates or account managers appointed by Genexis which will be exempted outside of current section. Prices are subject to change on 10 days’ notice to Client. Any order that can be cancelled and rescheduled pursuant to paragraph 6(a) is subject to a price change immediately. All prices are exclusive of any present or future sales, revenue or excise tax, value added tax, turnover tax, import duty (including brokerage fees) or other tax applicable to the manufacture or sale/service of any service. Such taxes, when applicable, shall be paid by Client unless Client provides a proper tax exemption certificate. Unless otherwise agreed to in writing by the parties, prices quoted by Genexis are those current at the date of quotation and shall be subject to variation by Genexis.

Implementations of 3^rd party APIs & gateways will be carried out by Genexis, although the legal documents & any other timely actions should later be maintained by Client for continuous supply of 3^rd party services. Genexis shall not be in breach of its obligations and shall not be liable in any way for any loss, damage or expense arising directly or indirectly due to such inattentiveness.

1. 1. Delivery

Estimation of delivery time will be provided on initiation of project. Genexis will not be liable for delivery time affected by untimely payments, dynamic requirements or external innervations which does not comes under direct supervision by Genexis or it’s delegates. Unless otherwise agreed in writing, sales & services are EXW Genexis’s facility (delivery is ex works). Genexis may deliver services in one or more consignment and invoice each consignment separately. Unless otherwise agreed in writing, delivery time is not of the essence. Except as specified in 6(b), Genexis does not accept liability for any loss arising from delay in delivery of services.

Client will be eligible to ask for 3 reviews (1 Major, 2 Minor) within 14 days of delivery. A major review can have 3 big changes & 5 small fixes, while a minor review can have 5 small changes. Reviews beyond this scope will be charged under maintenance charges as will be described in final invoice.

1. 1. Payment Terms

Service which demand Genexis’s operational cost to be equals to or more than 30% of invoiced price in 3^rd party services, tools & hardware OR invoices less than $200 or equivalent in alternate currency expect full payment, i.e. 100% of invoice must be made by client prior to project initiation. Cancellation of such services will be subjected under 6(b). For other, 50% of invoiced amount must be given in advance as an agreement to initiate the client order. Remaining 50% of invoice should then be paid before final delivery, that confirm to deliver service to client before closing the service cycle. Cancellation of service at this phase will be subjected under 6(a). Unless otherwise agreed in writing, Payment terms shall be net ten (10) days from the date of invoice. Client agrees to pay interest on any unpaid balance at a rate of 5% on the day the balance becomes due. Unless otherwise agreed in writing, all payments are to be either in United States dollars or Indian Rupees. For other contracts, Genexis may require payment to be secured by an irrevocable letter of credit or a bank guarantee acceptable to Genexis. Where payment is made by letter of credit, all costs of collection shall be for Client’s account. In the event that Genexis is required to bring legal action to collect delinquent accounts, Client agrees to pay reasonable attorney’s fees and costs of suit.

1. 1. Risk of Loss

Client shall notify Genexis of any visible defects, quantity shortages or incorrect services delivery within seven (7) days of receipt of the delivery. Failure to notify Genexis in writing of any visible defects in the services or of quantity shortages or incorrect delivery within such period shall be deemed an unqualified waiver of any rights to return services based on visible defects, shortages or incorrect services, subject to Client’s rights under Section 7.

1. 1. Order Cancellation

(a)    Clients Cancellation for Convenience: Client may cancel any order for convenience on the following terms: (i) For standard services, Client may cancel or reschedule a service without penalty if the cancellation is more than thirty (30) days from the Confirmed Shipping Date (as specified in Genexis’s Order Acknowledgement or other document); cancellations within 30 days of a Confirmed Delivery Date must be approved in writing by a Genexis and may be subject to special charges (ii) For non-standard services, custom services, or standard services with minimum usage Client may cancel or reschedule more than ninety (90) days from the Confirmed Delivery Date, except that Client shall accept delivery of all such services which are completed at the time of cancellation or rescheduling. Those non-standard services which are in the work-in-process inventory at the time of cancellation or rescheduling, shall be paid for by Client at a price equal to the completed percentage of the service multiplied by the price of the finished service. Client also shall pay promptly to Genexis the costs of settling and paying claims arising out of the termination of work under Genexis’s subcontracts or vendors and any accounting, legal, and clerical costs arising out of the cancellation.

(b)    Clients Cancellation for Default: Upon written notice to Genexis, any order may be canceled in whole or in part in accordance with the terms hereof, because of Genexis’s failure to deliver services by the Confirmed Delivery Date (this failure hereinafter called “Default”). Cancellation by Client for Genexis’s Default, which may entitle Client to procurement costs, shall be effective only upon Genexis’s failure to correct such Default within a reasonable period, but not less than sixty (60) days for standard services or one hundred-twenty (120) days for non-standard services, after receipt by Genexis of written notice of such Default. Upon cancellation, Client, as its sole remedy, may recover sixty percentages (60%) of total price received by Genexis (excluding brokerage or other charges that are not consumed at Genexis) multiplied by the number of services unconditionally (not subject to cancellation under 6(a)) ordered by Client which remain unshipped at the time of cancellation within sixty (60) days for standard services or one hundred-twenty (120) days for non-standard services.

(c)    Genexis’s Cancellation: Genexis shall have the right to cancel any unfilled order without notice to client in the event that client involves in harassment of employees, violation of confidentiality, or any other actions that are detrimental to the service provider’s business or business integrity or client becomes insolvent, adjudicated bankrupt, petitions for or consents to any relief under any bankruptcy reorganization statute, or becomes unable to meet its financial obligations in the normal course of business. Any order that can be cancelled or rescheduled by Client pursuant to paragraph 6(a) may be cancelled or rescheduled by Genexis if notice is given to Client.

1. 1. Contingencies

Genexis shall not be in breach of its obligations and shall not be liable in any way for any loss, damage or expense arising directly or indirectly from any non-performance or delay in performance if such non-performance or delay is due to a force majeure event or other circumstances beyond Genexis’s reasonable control, including but not limited to, shortages of labor, energy, fuel, machinery or materials, technical or yield failures, war, civil unrest, any government act, law or regulation, including any judicial order or decree, any communication or power failure, labor dispute, natural disaster, fire, flood, earthquake, explosion or terrorist act.

1. 1. Limited Liability

Neither Genexis nor Client shall be liable for incidental or consequential damages, including but not limited to, the cost of labor, re-qualifications, rework charges, delay, lost profits, or loss of goodwill arising out of the sale, installation or use of any Genexis service. If Genexis has any liability for breach of contract, breach of any implied condition, warranty or representation, the aggregate liability of Genexis to Client shall be limited in respect of any occurrence or series of occurrences to the total contractual value of the service supplied by Genexis under these Terms and to which the claim relates.

1. 1. Copyrights and Trademarks
      1.   Indemnification: Subject to the limitations herein, Genexis will defend any suit or proceeding brought against Client if it is based on a claim that any service furnished hereunder constitutes an infringement of any Indian, U.S., Canadian, Japanese, EU or EFTA member country intellectual property rights. Genexis must be notified promptly in writing and given full and complete authority, information and assistance (at Genexis’s expense) for defense of the suit. Genexis will pay damages and costs therein awarded against Client but shall not be responsible for any compromise made without its consent. In no event shall Genexis’s liability for such damages and costs (including legal costs) exceed the contractual value of the services or services supplied by Genexis to Client under these Terms and that are the subject of the lawsuit. In providing such defense, or in the event that such service is held to constitute infringement and the use of the service is enjoined, Genexis, in its discretion, shall procure the right to continue using such service, or modify it so that it becomes non-infringing, or remove it and grant Client a credit for the depreciated value thereof. Genexis’s indemnity does not extend to claims of infringement arising from Genexis’s compliance with Client’s design, specifications and/or instructions, or use of any service in combination with other services or in connection with a manufacturing or other process. Genexis makes and gives no express or implied condition, warranty or representation that any services (or part thereof) supplied hereunder will not infringe any intellectual property rights or copyrights of any third party whether the services (or part thereof) are taken alone or in conjunction or in combination with any other goods or when used in conjunction with any data or software program. The foregoing remedy is exclusive and constitutes Genexis’s sole obligation for any claim of intellectual property infringement.
      2.    Genexis shall have no liability whatsoever for any claim of infringement based on: (a) Genexis’s use of the Client’s software, or the software provided by Client or by Client’s development partner, the related technical information or compliance with the Client’s or Client’s development partner designs, specifications or instructions; and/or (b) Use of the services (or any part thereof) otherwise than in accordance with Genexis’s datasheets, procedures, specifications and instructions; and/or (c) Use of the services (or any part thereof) in connection or combination with software, programs, data or service not supplied by Genexis, and/or (d) the adherence to published standards.
      3.    Client shall indemnify Genexis against any claim by a third party relating to the use of software, technical information, designs, specifications, programs, data or service supplied by or on behalf of the Client or by or on behalf of Client’s development partner.
      4.    The sale of any service hereunder does not convey any license by implication, estoppel or otherwise covering combinations of the services with other service data or software programs. The copyright and all other intellectual and industrial property rights in the software, databases and other materials supplied to the Client or to Client’s development partner by Genexis or made available in whatever way, shall remain exclusively with Genexis or its licensors. Licenses shall be granted by Genexis only when agreed and when Genexis has authority to do so from its licensors. In some cases, the licenses will be granted to the Client directly by Genexis or by Genexis ‘s suppliers or other proprietors. The Client shall be prohibited from removing or altering any proprietary notice concerning copyrights, trademarks, trade names or other intellectual and industrial property rights from designs or other materials. Unless stated otherwise by Genexis, the Client may use the Services to the extent it is needed in order to use the Services in accordance with the specifications of the Services as stated in the applicable datasheet. The Client may not maintain, correct, reverse engineer, decompile, or disassemble the services, except to the extent Genexis cannot prohibit such acts by law and unless to the extent agreed upon explicitly otherwise.
   2. Cooperation

In the context of the proper performance of a cooperation contract that may be established between the Client and Genexis, unless otherwise specified in the contract, the Client shall, at its own risk and expense and in a timely fashion, provide Genexis with any cooperation which Genexis may reasonably require, particularly for the purpose of Genexis’s testing procedures. This shall include, among other things, furnishing the requisite information, software and documentation, reporting defects and faults properly, and making available agreed upon other facilities. In some cases, Client shall provide Genexis with specific software to be integrated with certain services of Genexis. Solely Client is responsible for the quality of the software provided to Genexis, whether provided directly or indirectly to Genexis and irrespective of the fact if the software is provided to Genexis by Client’s development partner. The Client shall guarantee the accuracy and completeness of the information and software supplied and guarantees that it is entitled and authorized to provide the cooperation (and to provide the software). The Client shall hold Genexis harmless from any and all third-party claims in this respect and from any and all costs and damages which might result for Genexis from such claims. Furthermore, Client shall hold Genexis harmless from any and all damages and (additional) costs relating to aforementioned complete and accurate provision. If any information which is required for the performance of the contract is not made available, not made available on time, or not made available in accordance with the contract, or if the Client fails to fulfil its obligations in some other way, Genexis shall be entitled to postpone fulfilment of its obligations.

1. 1. Confidential Information

Except as required by law, neither party shall use (except for purposes connected with the performance of its obligations hereunder), divulge or communicate to any third party any information of the other is reasonably knows to be confidential.

1. 1. Force Majeure

Genexis shall not be liable for any damage or penalty for delay in delivery or for failure to give notice of delay when such delay is due to the elements, acts of god, acts of the client, act of civil or military authority, war, riots, concerted labor action, shortages of materials, or any other causes beyond the reasonable control of Genexis. The anticipated delivery date shall be deemed extended for a period of time equal to the time lost due to any delay excusable under this provision.

1. 1. Notices

Any notice hereunder shall be deemed to have been given if sent by prepaid first class mail to the party concerned at its last known address. Notice to Genexis shall be to: FOXENA Corporation, 145, 1^st Floor, 6th Cross, BEML 3rd Stage, RR Nagar, Bangalore – 560 098.

1. 1. Waiver

Failure by Genexis to exercise or enforce any rights hereunder shall not be deemed to be a waiver of any such right nor operate so as to bar the exercise or enforcement thereof at any time or times thereafter.

1. 1. Applicable Law

Unless otherwise agreed in writing, the terms and conditions contained herein shall be governed by and construed under the laws of India. Any dispute arising from or in connection with these Standard Terms and Conditions will be brought before the competent court in India.