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Vendor Guidelines

Annexure I Terms and Conditions of Purchase

IMPORTANT! READ CAREFULLY: THIS IS A LEGAL AGREEMENT. BY PROVIDING THE PRODUCTS AND/OR SERVICES THAT ARE DESCRIBED ON THE FRONT OF THIS ORDER, YOU (AS THE VENDOR) ARE BECOMING A PARTY TO THIS AGREEMENT AND HEREBY CONSENT, TO BE BOUND BY ALL THE TERMS AND CONDITIONS OF PURCHASE AS SET FORTH BELOW

  1. Order: The present terms and conditions, including the information contained on the reverse side hereof, together with any subsequent changes/amendments to this terms and conditions schedule attached hereto (“Order”) is the agreement between Service Provider and Optimus Fintech Inc. to sell and purchase or, lease or license (collectively, as the case may be, to “Purchase”), Service Provider’s products, software or services (collectively, “Products”), subject to any additional terms and conditions set forth in any agreement executed by Optimus Fintech Inc. and Service Provider with respect to the Products (“Reference Agreement”), if applicable. In the event of a conflict between the terms and conditions of the Order and a Reference Agreement, the terms of the Reference Agreement shall prevail.

  2. Acceptance to the Amendment of the Order: The Service Provider will be deemed to have been made aware of, will be subject to, and will be deemed to have accepted the changes in this Order by the Service Provider’s continued provision of its services to Optimus Fintech Inc. after the date such revised Order is posted.

  3. Term and Termination: This Order shall be valid until terminated by either party as described below (“Term”)
    • Termination without cause: Optimus Fintech Inc. may terminate this Order, at no cost to Optimus Fintech Inc. for its convenience at any time and for any reason whatsoever by delivery of fifteen (15) days prior written notice of such termination.

    • Termination for cause: Optimus Fintech Inc. can terminate this Order immediately, without notice, for Cause, defined as

      i. A material breach of this Order by the Service Provider that remains uncured within ten (10) days of the Optimus Fintech Inc. notice to the Service Provider (“Breach Notice”); or

      ii. Service Provider’s commission of any act of dishonesty, act of gross negligence, breach of trust, wilful misconduct, or violation of law in connection with the performance of the services.

      iii. In the event of bankruptcy or insolvency of the Service Provider.

    • Sections 4 (Fees), 5 (Confidentiality), 6 (v) and (vi) (Security Requirements) 7 (Intellectual Property Rights) 8 (indemnity) 9 (Limitation of liability), 15 (Force Majeure), 18 (Governing Law and Jurisdiction), 19 (Arbitration), 20 (Non-Solicitation), 22 (Publicity), 25 (Notice) shall survive the termination or expiry of this Order.

    • Termination of this Order will not terminate any outstanding Statements of Work.

    • Actions upon Termination: Upon the termination of this Order for any reason:

      i. Service provider agrees to cooperate to assure the smooth transition of pending matters and any Optimus Fintech Inc. data to Optimus Fintech Inc. or an alternate service provider in the format indicated by Optimus Fintech Inc.

      ii. Service provider shall transfer any completed or partially completed Work Product/services to Optimus Fintech Inc.

      iii. Surrender or destroy any confidential information in each other’s possession.

      iv. Optimus Fintech Inc. shall pay the Service provider all fees due up to the date of such termination.

      v. Optimus Fintech Inc.’s obligations and Service provider’s rights to fees end upon the date of the termination of this Order.

    • Service Provider shall terminate this order by issuing a 15 days prior written notice to Optimus Fintech Inc., in the event of the following:

      i. Any payment from Optimus Fintech Inc. is due to the Service Provider beyond thirty (30) days from the credit period.

  4. Fees
    • In consideration of the Product provided by the Service Provider subject to the terms and conditions of as agreed, Optimus Fintech Inc shall pay fees and expenses if any, as agreed (“Fees”). Unless otherwise mentioned payment shall be made by Optimus Fintech Inc. within 45 days from the date of acceptance of invoices, subject to Optimus Fintech Inc. payment cycle which is twice in every month.
    • Taxes shall be extra and shall be borne by Optimus Fintech Inc. except those taxes which need to be borne by the Service Provider as a supplier of the Product under the applicable law. Optimus Fintech Inc. shall clear the invoices after deducting the withholding taxes from invoice value as applicable.
    • If Optimus Fintech Inc. disputes all or any portions of the Fees, Optimus Fintech Inc. will notify the Service Provider of the specific amount disputed and shall provide reasonable detail as to the basis for the dispute. The Parties shall then attempt to resolve the disputed portion of such Fees as soon as possible in accordance with the dispute resolution procedures as set out in Section 18 (Arbitration) of this Order.

      Warranty: Service Provider warrants that (i) it has good and marketable title to the Products and shall transfer good title to Optimus Fintech Inc. upon delivery (unless this Order is for a lease or license which has been properly scheduled); (ii) services provided by Service Provider shall be completed by qualified Service Provider’s Personnel (as defined below) in a professional and workmanlike manner and in accordance with Optimus Fintech Inc.’s requirements, current industry standards and reasonable care (iii) Service Provider, including any of its principals, owners, directors, officers, employees, consultants, affiliates, agents, and subcontractors:

      (a) will comply with all laws applicable to the parties under the Order relating to bribery and/or corruption (“Anti-Corruption Laws”); (b) has not and will not, in connection with this Order or in connection with any other business transactions involving Optimus Fintech Inc. directly or indirectly make, promise to make, offer, give, authorize, solicit, or accept the giving of money any gift or other advantage, payment, or transfer anything else of value to or from any person, to any (i) governmental official or employee (including employees of government-owned and government-controlled corporations and public international organizations); (ii) political party, official of a political party, or candidate; (iii) intermediary for payment to any of the foregoing; or (c) any other person or entity, to obtain an improper advantage for Optimus Fintech Inc., Service Provider, or any third party, or secure the improper performance of that person’s function or misuse of that person’s position; to facilitate or expedite government action or approvals; (d) will not do, or omit to do, any act that will cause Optimus Fintech Inc. to be in breach of the Anti-Corruption Laws; (e) will not directly or indirectly offer, give or authorize to any Optimus Fintech Inc. employee or contractor, customers any gift, gratuity, service, favour, or anything else of value to influence or reward that employee or contractor or customer in connection with the Order; (f) will not accept, and promptly report to Optimus Fintech Inc., any request or demand for any undue financial or other advantage of any kind received by Service Provider in connection with the performance of the Order; and (g) represents and warrants that it has, with regard to any past action or omission related to the Order, acted consistently with each requirement set forth above.

      Service Provider further represents and warrants that neither Service Provider nor any of its principals, owners, directors, or officers: (a) has been convicted of any offense involving bribery, corruption, fraud, or dishonesty; (b) has been or is the subject of any investigation, inquiry or enforcement proceedings by any governmental, administrative, or regulatory body regarding any offense or alleged offense under the Anti-Corruption Laws; or (c) has been, or is listed by any government agency as being, debarred, suspended, proposed for suspension or debarment, or otherwise ineligible for participation in government procurement programs or government contracts. Service Provider agrees to repair or replace at the sole discretion of Optimus Fintech Inc. the defective parts for the period of 60 days (or such greater period as applicable) from the date of its acceptance, at no additional cost to Optimus Fintech Inc. Service Provider further agrees to provide the warranty given by third parties for their respective products on “As is” basis.

  5. Confidentiality: Service Provider shall keep in confidence and shall not disclose or make available to any third party any information relating to products, services, operations, processes, plans or intentions, product information, financial information, employees, know-how, design rights, trade secrets, market opportunities and business affairs (“Confidential Information”) disclose by Optimus Fintech Inc., without prior written approval from Optimus Fintech Inc. Further, if the Service Provider upon the approval of the Optimus Fintech Inc., shares the Confidential Information with its employees, the Service Provider shall enter into non-disclosure restrictions at least as protective to those in this Order. Service Providers’ obligation to protect Confidential Information shall survive expiration or termination of this Order and shall expire three (3) years after the termination or expiry of this Order. However, the Service Provider shall be under no obligations of non-disclosure if:
    • The said information is available to the public without any breach of this Order.
    • The said information is in the possession of the Service Provider without restriction and prior to any disclosure hereunder; or
    • The said information is or has been lawfully disclosed to the Service Provider by third party, who is lawfully entitled to disclose the same, except that the Service Provider shall disclose only such information as is legally required and will use reasonable efforts to safeguard the Confidential Information that is so disclosed; or
    • The said information is or has been independently developed by the Service Provider without using the Confidential Information disclosed hereunder; or
    • Optimus Fintech Inc. consents to such distribution or disclosure;

  6. Security Requirements:
    • Vendor shall implement measures where its authorized personnel can only access, store, copy, or use Optimus Fintech Inc. related data/ information to the extent necessary to perform its obligations under this agreement and shall not disclose it to any third party (other than law enforcement agencies, but only such portion of the information which it is legally obligated to disclose) without the prior written consent of Optimus Fintech Inc. Further, unauthorized duplication or copy of the Optimus Fintech Inc. related data/ information is prohibited.

    • Wherever applicable, the Vendor shall ensure, upon deputing staff, that the individuals possess the appropriate skills, exhibit a clean background check report and maintain a record of good conduct. Prior to deployment, the Vendor shall ensure that the staff shall undergo comprehensive background checks. The background check report at minimum to include, educational qualifications, employment history and criminal database checks. The Vendor shall be responsible to share the background check and police verification report of the staff whenever required by the Optimus Fintech Inc.

    • Vendor shall educate all the staff on the data security measures including, but not limited to, information handling guidelines, safe internet practices, information security do’s & don’ts, and security requirements listed as under this agreement.

    • Vendor shall notify Optimus Fintech Inc., in writing of any vulnerabilities/risks/malpractices that may be existing in Optimus Fintech Inc. environment, within 4 (four) hours of identification of such security breach, that are related to the items in scope within the agreement. The written notification shall include details on the nature of the identified issues, potential impacts and suggested remediation steps, so timely action can be taken to correct the same.

    • The Vendor shall implement and maintain adequate security measures to safeguard the personal information of Optimus Fintech Inc. employees. The Vendor shall exercise due care to ensure the confidentiality and integrity of such information and shall take all necessary precautions to prevent its unauthorized disclosure to the public. This obligation shall survive the termination or expiration of this agreement between the Parties.

    • Vendor shall return, delete/destroy (secure deletion) all the Optimus Fintech Inc. documentation and information, including but not limited to, any data, reports, or proprietary materials, pertaining to the Optimus Fintech Inc.’s business and operation, from their systems upon agreement termination, or at Optimus Fintech Inc. request, or when no longer required (whichever is earlier).

    • The Vendor shall employ robust encryption mechanisms as per the industry standards to safeguard all Optimus Fintech Inc. data during transmission and storage, to ensure confidentiality integrity, availability and privacy of Optimus Fintech Inc. data/information available to it.

    • Usage of the Optimus Fintech Inc. logo & all other data/information being disclosed/ shared by Optimus Fintech Inc. shall be restricted to the extent required for delivering the scope under this agreement only, and the Vendor shall disclose such information to its staff on a need to know basis, and be required to sign confidentiality agreements, reinforcing their obligation to maintain the confidentiality of Optimus Fintech Inc. data.

    • Vendor shall implement appropriate control checks to ensure that only original and genuine brand products (as agreed upon) are delivered to Optimus Fintech Inc. Parties hereby agree and acknowledge that under no circumstances the Vendor to deliver any duplicate/substandard product to Optimus Fintech Inc. Any breach of this obligation shall be considered a material breach of the agreement.

    • In the event, of any harm is caused to Optimus Fintech Inc.'s employees owing to the substandard quality and/or authenticity of any product (pursuant to an assessment of authenticity of such product), the Vendor shall be liable for legal and/or financial action as found appropriate by the Optimus Fintech Inc.

  7. Intellectual Property Rights: Unless agreed otherwise agreed elsewhere, intellectual property rights in Product shall remain with Optimus Fintech Inc. Each party shall retain the exclusive ownership of their own pre-existing materials. Service Provider shall provide the license to Optimus Fintech Inc. for any third-party material used.

  8. Indemnity: Service Provider shall defend, indemnify and keep Optimus Fintech Inc. indemnified against any and all claims, demands, causes of action, damages, costs and/or expenses (including, without limitation, reasonable attorneys’ fees) arising out of or related to acts or omissions of Service Provider or Service Provider’s Personnel, any failure by Service Provider to perform its obligations hereunder, death or personal injury, damage to the property, misconduct, negligence, breach in confidentiality obligations, infringement of intellectual property rights. Optimus Fintech Inc. shall promptly inform the Service Provider on receipt of such claims.

  9. Limitation of Liability: Optimus Fintech Inc.’s cumulative liability to the Service Provider for any loss or damage, for any cause whatsoever (including, but not limited to, those arising out of or related to this Order) and regardless of the form of action, shall be limited to 10 percent of the total amount paid by Optimus Fintech Inc. under this Order regardless of anything stated in this Order. Optimus Fintech Inc. shall not be liable to the Service Provider for any indirect, incidental, punitive, special or consequential damages, including without limitation any damages for lost profits incurred by either Party or any third party, whether in an action in contract or tort, even if the Service Provider has been advised of the possibility of such damages and notwithstanding the failure of any remedy to achieve its essential purpose.

  10. Audit: Optimus Fintech Inc. shall have the right during regular business hours to inspect, copy, review and audit the Service Provider’s books and records (or portions thereof) in connection with the prices, discounts, credits and other performance obligations due hereunder. If the Service Provider engages a subcontractor or third-party supplier, then the auditing would also include the subcontractor or third-party supplier.

  11. Independent Contractor: Optimus Fintech Inc. may require the Service Provider to provide skilled Service Provider’s Personnel (as defined below) to perform certain services. If such Service Provider’s Personnel provided by the Service Provider are not upto the satisfaction of Optimus Fintech Inc., Optimus Fintech Inc. shall reserve the right to ask for a replacement and the Service Provider shall immediatelybut in any case, not more than 2 working days shall provide such replacement. The parties are acting hereunder as independent contractors. Service Provider acknowledges that Service Provider and Service Provider’s Personnel are solely responsible for withholding and paying income taxes related to the performance of services under this Order. Service Provider and Service Provider’s Personnel are not entitled to receive any benefits that Optimus Fintech Inc. offers to its employees. Service Provider acknowledges that none of its Service Provider’s Personnel who is performing the services shall become an employee of Optimus Fintech Inc. and Optimus Fintech Inc. shall have no obligations to pay any such Service Provider’s Personnel’s salary, national insurance, social security, or any other amount required by law or by contract to be paid to or in respect of any such Service Provider’s Personnel by his or her employer.

  12. Insurance: During the term of this Order, the Service Provider shall, at its own cost and expense, obtain and maintain in full force and effect, and subject to the applicable laws the appropriate insurance coverage.

  13. Ownership: All materials and copies of materials Optimus Fintech Inc. data, layouts, designs, drawings, patterns, models, compositions, architectures, protocols, formulae, algorithms, processes, programs, methods, technology, devices, works of authorship, data, databases and data collections, audio media, visual media, and other content or information, and any modifications, enhancements, or derivative works, developed, generated or produced in connection with the Service Provider’s services to Optimus Fintech Inc. under this Order (collectively, “Work Product”) shall be Optimus Fintech Inc.’S sole and exclusive property. Service Provider hereby grants, assigns and conveys to Optimus Fintech Inc. all rights, titles, and interests in and to all Work Product. Service Provider shall have no proprietary interest in the Work Product, and will not seek, and will require its employees, agents or subcontractors (“Service Provider’s Personnel”) not to seek patent, copyright, trademark, registered design, or other protection for any rights in any Work Product.

  14. Acceptance: Optimus Fintech Inc. may refuse to accept or may return, at Service Provider’s expense, any Products/services that fail to conform to this Order and may also cancel this Order with respect thereto, in which event Optimus Fintech Inc. shall be entitled to a refund of any amounts previously paid to Service Provider for such nonconforming Products/services. If Optimus Fintech Inc. chooses not to return a nonconforming Product, Service Provider shall, at Service Provider’s sole cost and expense, and not later than 10 days from receipt of communication of such non-conformance correct, repair or replace (or, in the case of services, re-perform), any such nonconforming Products in a manner reasonably acceptable to Optimus Fintech Inc.

  15. Force Majeure: Neither Party shall be liable for any delay or failure to perform its obligations, if delay or failure has resulted from circumstances beyond its reasonable control, including but not limited to acts of God or governmental act, political instability, epidemic, pandemic, flood, fire, explosion, accident, civil commotion, war, computer viruses, industrial dispute, labour unrest and any other occurrence of the kind listed above, which is not reasonably within the control of the affected party. Each party shall give written notice to other party as soon as possible of becoming aware of such Force Majeure event. Anything to the contrary notwithstanding, if the Force Majeure events continue for ten (10) or more days, Service Provider acknowledges that Optimus Fintech Inc. may terminate this Order without penalty or financial obligation of any type or kind.

  16. Liquidated Damages (LD): Time is the essence of the Order. In case of any delay in providing the Product/services, the Service Provider shall be liable to pay 0.5% per week subject to a maximum of 10% of the total Order value. If the Product/services is not up to the satisfaction of Optimus Fintech Inc., the Service Provider shall be liable to pay 5% of the total Order value. Such amounts shall either be levied independent of the Order or deducted from future payments at the sole discretion of Optimus Fintech Inc. Such LD shall be charged / deducted without prejudice to the rights and remedies available to Optimus Fintech Inc. under the law.

  17. Permits and compliance with laws: The Service Provider represents and warrants that it has all the necessary permits and approvals as required by Law to provide the services.

  18. Governing law and jurisdiction: This Order shall be governed by the laws of India and shall be subject to the exclusive jurisdiction of the courts in Pune.

  19. Arbitration: If Parties fail to resolve the dispute within 7 days from the date of its occurrence Parties shall refer such dispute to the panel of three arbitrators, each party shall appoint one arbitrator and such two arbitrators will mutually appoint third Arbitrator. Arbitration proceedings shall be conducted in Pune (Maharashtra, India) in accordance with the Arbitration and Conciliation Act, 1996 (and amendments thereto) and the rules thereof.

  20. Non-Solicitation: Service Provider agrees that they will not directly or indirectly hire or solicit any employee of Optimus Fintech Inc. or its subsidiary or affiliate company for the period of the Term and 1 year thereafter.

  21. Assignment of Rights:
    • The Service Provider shall not assign or novate its rights (either whole or in part) under this Order to any other party without the prior written consent of Optimus Fintech Inc.
    • Optimus Fintech Inc. shall have the right to, in its sole discretion, to assign this Order to any other person/company including its affiliates and group companies after giving notice of such assignment to the Service Provider.

  22. Publicity: Vendor shall not use the name, logo, trademarks, tradenames or any facsimile thereof of Optimus Fintech Inc. or Optimus Fintech Inc.’s Client in publicity releases, advertising, or promotional material or other business-generating efforts without first securing the written consent of Optimus Fintech Inc.

  23. Relationship: This Order has been executed by the parties on a principal-to-principal basis and nothing in this Order creates a relationship of employer and employee, principal and agent, between the Parties.

  24. All the payments made by you to the Government towards GST in respect of goods supplied or services rendered to us should reflect our GST no. correctly. Also mention our GST no. on all your invoices. Please ensure the correct HSN/SAC as the case may be is mentioned on your invoice and the payment of GST is under the same code. For the purpose of this agreement:

    OSPL GST no. is 27AACCO5370L1Z4
    OSSPL GST no. is 27AAACO2203N1ZK

  25. Notices: Any Notices under this Order will be in writing and will be delivered either in person, or through postal mail, facsimile or postal email on the address mentioned above. The language use for such notice is English.