Arctic Innovation Consulting Solutions Private Limited Terms & Conditions – Consultancy & IP Services
1. Definitions
1.1. Scope: This document defines the general terms (and provides additional explanation to clarify and amplify those terms) that shall apply to all consultancy agreements and retainer contracts involving Arctic Innovation Ltd. These clauses are incorporated into and form an integral part of our contract.
1.2. The parties: Arctic Innovation Consulting Solutions Private Limited of India (hereinafter known as ‘Arctic Innovation’) and the Client: ‘the Client’ is the party with whom a contract of supply exists
2. Performance
2.1. All commitments with respect to the timing and scope of a project given to the client by Arctic Innovation – whether verbal or written – are made in good faith but are made necessarily in advance of knowing the full scope of the difficulty that may pertain to performance on specific points (for example, un-foreseeable difficulty in obtaining certain information requested by the client).
For this reason, whilst Arctic Innovation agrees to use its best endeavours to fulfill such commitments to clients on the timing and the scope of consultancy and other projects we cannot guarantee performance in either respect.
3. Confidentiality
3.1. Arctic Innovation agrees to hold all information provided by the Client confidential where the client so specifies, save where such information is known to Arctic Innovation already, or exists already in the public domain, until, either the information enters the public domain, or Arctic Innovation is given the same information by a third party, or is released from its confidentiality agreement requirement by the client, or the client is found in breach of contract with Arctic Innovation by a court of law (including non-payment of account) or three years have elapsed – whichever is the sooner.
3.2. The client agrees to hold confidential all information about Arctic Innovation’s proposal(s), fee structures, fees and personnel where Arctic Innovation so specifies, save where such information is known to the Client already, or exists already in the public domain, until, either the information enters the public domain, or the Client is given the same information by a third party, or is released from its confidentiality agreement requirement by Arctic Innovation, or Arctic Innovation is found in breach of contract with Arctic Innovation by a court of law (including non-payment of account) or three years have elapsed – whichever is the sooner.
4. Rights of Ownership
4.1. Arctic Innovation warrants that all personnel, whether full-time employees or not, will be employed on terms that protect the Clients intellectual property rights.
4.2. Arctic Innovation and the Client has a substantial body of intellectual property. This ‘underlying IP’ includes, but is not limited to, databases, analysis, reports, supplier and technology evaluations, drawings, charts, and graphs. When a client contracts with Arctic Innovation to provide consultancy services, this does not transfer any of Arctic Innovation’s or the Client’s underlying IP to the other party under any circumstances.
4.3. The Client’s interests in respect of this clause and any materials provided by the Client to Arctic Innovation are protected by Arctic Innovation’s blanket confidentiality commitment in respect of the dissemination of any and all materials related specifically to the Client’s affairs outlined in Clause 3 above.
5. Time Basis for Contracts
5.1. The unit of activity is normally the Day, except where otherwise agreed in advance.
5.2. Activity time includes all office time spent acting for the client.
5.3. Activity logs will be provided to clients upon request.
6. Fees
6.1. The client agrees to pay Arctic Innovation according to the fee structure outlined in Arctic Innovation’s project proposal, as amended by subsequent written correspondence.
6.2. The ‘daily rate’ and ‘hourly rate’ shall be charged in accordance with the criteria defined in
Clause 4.
7. Cancellation Rights
7.1. The contract shall be regarded as a whole and cancellation must be confirmed in writing with 30 days notice.
8. Payment Terms
8.1. The client agrees to be bound by the payment terms stipulated in the contract.
8.2. The client agrees to pay all government taxes and duties, regardless of origin, that may apply to all payments to Arctic Innovation. The client further agrees that, should there be a change in type or value during the life of the contract, whether favourable or unfavourable to the client, he will be responsible for them in totality. Each party will be responsible for recovering his own © Arctic Innovation Ltd 2022 v.2.1 1
CONFIDENTIAL INFORMATION: entitlements in respect of pre-payments (for example in respect of VAT or sales tax).
8.3. Arctic Innovation shall be entitled to charge interest at the rate of 2% per month on all amounts that remain unpaid 30 days after the agreed payment date.
8.4. In the absence of any other agreed payment terms, all invoices shall be payable in full within 30 days of the date of the invoice.
9. Liability for Advice Given
9.1. Arctic Innovation provides information, advice and services in good faith based upon information available at the time. We do not warrant the accuracy of information provided. It is for the client to decide whether or not to accept our advice in making his own management decision. We advise that any data critical to a decision should be independently verified prior to being acted upon. Therefore Arctic Innovation accepts no liability for the consequences of its information, opinions and advice whether direct or indirect.
10. Publicity
10.1. Arctic Innovation and the Client shall not disclose their collaboration to any third party without the written consent from the other party.
11. Limitation of liability
11.1. Without prejudice to other more restrictive limitations elsewhere in this contract, liability on the part of Arctic Innovation is limited to the value of the contract with the client or the value of the loss whichever is the smaller. Arctic Innovation accepts no liability for the consequences of its information, opinions and advice, whether direct or indirect.
12. Force Majeure
12.1. Whilst Arctic Innovation agrees to use its best endeavours to perform the contract for the client as specified, Arctic Innovation will not be responsible for any delays or failure to complete the contract which are beyond Arctic Innovation’s control and which could not have been reasonably predicted.
12.2. Where the delay caused by third party events outside either party’s control or influence causes such delay that the purpose of the contract is wholly or significantly destroyed, either party shall be entitled in these circumstances to cancel the remaining portion of the contract. In such circumstances the client will not make any further payments of fees but there will be no refund of payments already made (including any payments for that part of the contract that remains unfulfilled) and Arctic Innovation will be entitled to recover any costs already incurred.
13. Jurisdiction
13.1. Any disputes or claims shall be governed by and construed in accordance with Indian law and the jurisdiction of the Indian courts.
14. Arbitration
15. Waiver
15.1. The failure by either party to enforce at any time or for any period any one or more of the terms and conditions of this agreement shall not be a waiver of them or of the right at any time subsequently to enforce all terms and conditions of this agreement.
16. Integral part of contract
16.1. The client accepts that all of these terms have been read, understood and agreed.
16.2. The client agrees that all of the above terms form part of the contract between Arctic Innovation and the Client, except where explicitly excluded or modified by the contract and shall take precedence over and shall not be varied by any other means including any terms or conditions that the client may from time to time apply to suppliers.
16.3. All unresolved disputes between the Parties shall be referred to arbitration in Noida, India, before a single arbitrator to be appointed, in default of agreement otherwise, by the President for the time being of the Chamber of Commerce.
16.3. Both parties also agree that all disputes arising with respect to this contract will be arbitrated upon within the Indian legal system. © Arctic Innovation Ltd 2022 v.2.1 2
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