The terms and conditions set forth on this form constitute the entire agreement (the “agreement”) between Agdhi Technologies Pvt. Ltd.Inc. (“Agdhi ”) and customer (”customer”). Agdhi will not be bound by any terms of buyer’s order that are inconsistent with the terms herein. Acceptance by buyer of these terms may be made by: (1) written acceptance of these terms, (2) placement of a purchase order with Agdhi that refers to a valid Agdhi quotation or (3) receipt by buyer of delivery of any Agdhi products or services described on the face of this form or otherwise (“services”) and failure by buyer to return the products within five days following such delivery.
Cancellation and expiration: in the event that Agdhi terminates this agreement for breach by customer, the parties agree that the damage suffered by Agdhi from such breach will be difficult to ascertain. Upon cancellation or termination, there will be no refund of the advance amount will be paid back to the customer. However there is no cancellation fee or penalty on termination of the services. Upon the expiration of the commitment term, Agdhi will continue to provide service under this agreement on a month-to-month basis unless the customer enters into a new term.
Delivery of products and services: Agdhi shall deliver the services through the internet portal and the credentials will be given to the customer. The fair use of the service should be ensured by the customer. Any issue on the reporting dashboard to be intimated to Agdhi and Agdhi will work to resolve the issues at the earliest. In case of products, this will be delivered to a common carrier for shipment within 30 days of the contract date or upon agreed delivery terms with the client(Subjective). Risk of loss shall pass to the customer at the time the products are delivered to such a common carrier. Agdhi shall not be liable for any delay in transportation of products. In the event of any default by customer, Agdhi may decline to make further shipments without in any way affecting its rights under this agreement. Agdhi will not be liable for delay or non-delivery of products, when caused by any cause beyond the reasonable control of Agdhi.
Acceptance: customers shall have fifteen days after delivery to inspect and to test each product shipped by Agdhi to the customer. During such fifteen (15) day period, if buyer determines that any such product fails to meet the specifications set forth in Agdhi’s documentation for the Agdhi product, the customer may reject such product by notifying Agdhi in writing of such rejection. Any product not rejected by the customer within the fifteen (15) day acceptance period under this section shall be deemed accepted by the customer. Warranty: the products sold hereunder shall conform to the terms of Agdhi’s standard warranty for such products and which warranty is incorporated herein by reference. Agdhi makes no other warranty, express or implied, with respect to the Agdhi products sold hereunder. Agdhi expressly disclaims the implied warranties of merchantability and of fitness for a particular purpose. Nothing herein shall be construed as providing or intending to provide manufacturer’s warranty to customer set forth above to any customer(s) of customer. Limitation of liability: Agdhi shall not be liable for costs of procurement of substitute products or services, nor for any loss of business, loss of use or of data, interruption of business, lost profits or goodwill, or other indirect, special, incidental or on sequential damages of any kind arising out of this agreement, even if Agdhi has been advised of the possibility of such loss, and notwithstanding any failure of essential purpose of any limited remedy. This exclusion includes any liability that may arise out of third-party claims against buyer. Agdhi’s total liability under this agreement shall in no event exceed the price paid by buyer for such product.
Customer acknowledgements: customer acknowledges that (i) data collected by the products while out of coverage or without calling connectivity may not be stored and retrieved by customer when within coverage or calling connectivity is restored; (ii) data collected by the products are not provided in real time and delays in receipt of data are normal; (iii) data is stored and accessible on the Agdhi server for the life of the existing contract and any extensions thereof and accessible to be queried in 60 day increments. Once the contract has expired and is not renewed, data will be available for the next 60 days following the last day of the initial contract. (Iv) product antennae should have an unobstructed view of the sky; (v) the products may not operate in enclosed spaces, in buildings, between tall buildings, underground or in canyons; (vi) although portions of the Agdhi products (including the Agdhi service) are encrypted, Agdhi products (including the Agdhi service) are capable of being intercepted without knowledge of or permission from Agdhi by third parties; (vii) Agdhi is not responsible for the terms, conditions or obligations arising from agreements between customer and any cellular network or airtime provider in connection with the products or Agdhi service; (viii) customer may not be able to cancel agreements between customer and its cellular network or airtime provider upon commercially reasonable terms or at all (ix) Agdhi assumes no responsibility for improper storage of data or information or delivery of messages; and (x) customer assumes the entire risk in downloading or otherwise accessing any data, information, files or other materials obtained from the Agdhi website, even if customer has paid for or otherwise been provided virus protection services from Agdhi. (Xi) Agdhi retains the rights to anonymous summary data analysis.
Contract term:High risk activities: the products and any modifications, alterations, additions or changes to the products, are not fault tolerant and are not designed, manufactured or intended for use in life support, emergency, mission critical or other ultra-hazardous activities (‘high risk activities’ ). Agdhi specifically disclaims any express or implied warranty of fitness for such high risk activities. Customer represents and warrants that it will not use, or permit to be used, the products for such high risk activities, and customer agrees to fully indemnify and hold harmless Agdhi for any damages or other losses resulting from such use.Force majeure: notwithstanding anything else in this agreement, no default, delay or failure to perform on the part of Agdhi shall be considered a breach of this agreement if such default, delay or failure to perform is shown to be due to causes beyond the reasonable control of Agdhi, including without limitation, failure of a gsm/gprs or cellular network or the internet network, strikes, lockouts or other labor disputes, riots, civil disturbances, actions or inactions of governmental authorities or suppliers, epidemics, war, embargoes, severe weather, fire, earthquakes, acts of god or the public enemy, nuclear disasters, or default of a common carrier.
Technical data: customer shall not without Agdhi’s prior written consent use, duplicate, or disclose any technical data, or any information on the construction of the products delivered or disclosed by Agdhi to buyer for any purposes other than for the installation, operation or maintenance of the products.Security interest: Agdhi reserves, until full payment has been received, a purchase money security interest in the products. Customers agree to execute any document appropriate or necessary to perfect the security interest of Agdhi, or in the alternative, Agdhi may file this agreement as a financing statement . Governing law and venue: this agreement and performance by the parties hereunder shall be construed in accordance with the laws of Bangalore India.
Headings: the headings used in this agreement are for convenience only and no meaning shall be ascribed to such headings.
Entire Agreement: This terms and conditions is the document constitutes the terms of agreement between Customer and Agdhi in connection with the Services, Products or parts thereof constitutes the entire agreement between Agdhi and Customer and supersedes all previous communications, representations and agreements, whether oral or written, between the Customer and Agdhi with respect to the subject matter hereof. This Agreement may not be modified, supplemented, qualified, or interpreted except in writing signed by Customer and Agdhi. The failure by Agdhi to enforce at any time any of the provisions in this Agreement will in no way be construed as a waiver of such provisions.
Customers acknowledge that, as with any maps or driving directions, Customers should always recheck directions and driving conditions for accuracy and confirm that the road still exists, be aware of construction and other hazards and follow all safety precautions and law. The products and the Agdhi service are to be used only as an aid in planning.By signing an agreement with Agdhi, the buyer acknowledges that it has read these terms, understands it, and agrees to be bound by these terms and conditions