GENERAL

1. The following Terms and Conditions apply to all current and future deliveries, services and offers of Ashva Technologies Pvt. Ltd.. By using the services of Ashva Technologies, the Customer agrees to these Terms and Conditions.
2. Individual agreements and statements shall take precedence over these Terms and Conditions.
3. If software from third-party manufacturers is included in the scope of the contract, the licence terms of the third-party manufacturer form part of the contract and must be adhered to by the Customer.
4. Deviations from these Terms and Conditions as well as amendments and supplements to contracts that have already been concluded and are subject to the Terms and Conditions of Ashva Technologies require the written form.

SERVICES OUTSOURCED TO THIRD PARTIES

1. Ashva Technologies is entitled to outsource owed services to third parties.

DUTY TO INSPECT GOODS AND NOTIFY DEFECTS

1. If the Customer is a merchant, they are responsible for testing and inspecting the delivered software, software parts or hardware immediately upon receipt for defects. Identifiable defects must be reported immediately to Ashva Technologies.

PRICING

1. The prices are listed as net amounts, excluding packaging and freight charges. The prices listed in the order confirmation plus the respective statutory VAT are decisive. Deliveries and services for which fixed prices are not expressly agreed shall be invoiced at the list prices valid on the date of delivery.
2. Unless a fixed price has been agreed, services shall be invoiced according to the price list valid at the time the order is accepted.
3. Ashva Technologies shall not be bound by the stated prices if a delivery date more than 2 months after receipt of the written order confirmation is agreed. In this case, Ashva Technologies shall issue a new quote with the prices valid at the time of delivery.

DELIVERY AND DELIVERY PERIOD

1. The deadlines specified by Ashva Technologies, in particular delivery dates, are only binding if they have been agreed as binding in writing or electronically.
2. The delivery date shall be determined by mutual agreement between the Customer and Ashva Technologies. The delivery date must be confirmed in writing or electronically by both parties. The Customer may request a change to the agreed delivery date up to four weeks prior to the original delivery date. After this period, the delivery date can only be changed with express written consent from Ashva Technologies
3. Delivery periods and performance periods shall be extended accordingly in the event of force majeure and any other obstacles not attributable to Ashva Technologies which have considerable influence on the delivery or performance, in particular in the event of a strike or lockout at the premises operated by Ashva Technologies, its suppliers or its subcontractors.

ACCEPTANCE

1. Upon the delivery of the ordered hardware and/or software on the agreed delivery date, the delivered goods shall pass to the Customer. If the Customer refuses to accept the delivered goods on the agreed delivery date or if the Customer has missed the agreed delivery date for reasons which are within its responsibility, such as incomplete or incorrect statements, delays in the provision of information or not being present, this shall be deemed equivalent to delivery
2. If the standard or individual software of Ashva Technologies is installed, the Customer - at the request of Ashva Technologies - shall test it together with an employee from Ashva Technologies without undue delay. If the software works as contractually agreed, the Customer shall accept the delivery in writing without undue delay.
3. Ashva Technologies may assert its legal rights should the Customer fail to accept the delivered goods. If the Customer is in default of acceptance for the ordered goods, Ashva Technologies shall be entitled to withdraw from the contract or claim damages for non-performance after setting a reasonable grace period of up to 14 days

WARRANTY

1. The Customer is aware that, as a rule, software cannot be delivered completely error-free in light of the wide range of applications and complexity of software. Ashva Technologies shall perform its services in accordance with the generally recognised rules of technology and with the level of care that is customary in the industry at the time the order is placed. Ashva Technologies makes no assurance with regard to compatibility with any software or hardware components used by the Customer that differ from those expressly mentioned in the product specification. The complete absence of errors in the software is not an agreed quality, but only that the software has no program errors that affect its contractually agreed usability more than only slightly
2. Ashva Technologies warrants that the software, when used in accordance with the contract, complies with its specifications at the time of delivery and does not contain defects which more than insignificantly affect the suitability of the software for the contractually agreed use. Non-material deviations from the product specification are not considered defects.
3. The warranty excludes defects that are not attributable to Ashva Technologies. This applies in particular to defects in materials or software provided by the Customer. Ashva Technologies shall not be obliged to provide warranty coverage if faults in the hardware or software have occurred after changes in the operating conditions, after operating errors, after interventions in the hardware or the software program (such as changes, adaptations, connection to other programs) and/or after use contrary to the contract, unless the Customer proves that the faults were already present at the time the contractual software was delivered or are not causally related to the aforementioned events.
4. If Ashva Technologies does not cover installation, training and instructions on how to operate the delivered software and/or hardware within the scope of its performance obligation, the Customer is responsible for the proper installation and operation of the delivered software and hardware. If Ashva Technologies installs its software on third-party hardware at the Customer's request, the Customer shall bear the risk as well as the cost for the time required to install the software. This also applies to third-party software.
5. Ashva Technologies shall be entitled to remedy the defect either by subsequent improvement or by new delivery at its own discretion. If Ashva Technologies opts to subsequently improve the software, this can be fulfilled by providing a new release.
6. Warranty claims must be submitted in writing, with text form being sufficient for assertion; they must include a precise description of the defect subject to complaint. Ashva Technologies shall, at its own discretion, either provide directions for the correction of the fault or take other suitable measures to correct the fault, such as sending data carriers or information sheets which enable the fault to be corrected. The rectification of defects by Ashva Technologies may also be carried out by written, electronic or telephone instructions sent to the Customer.
7. If a defect reported by the Customer is found to not exist or if the defect cannot be attributed to software, software parts or hardware from Ashva Technologies under warranty, Ashva Technologies shall be entitled to charge the Customer the expenses incurred by the analysis and other processing in accordance with the current price list published by Ashva Technologies.
8. Ashva Technologies shall not be liable for damage to recorded data and installed software. In order to reconstruct data, the Customer must in each case provide Ashva Technologies with its last complete data backup of the system.

IN THE CASE OF ALLEGED DEFECTS OF TITLE

1. If a third party asserts claims against the Customer for infringement of intellectual property rights by the software, its name or its documentation, the Customer must inform Ashva Technologies without undue delay and leave defending against the corresponding claims to Ashva Technologies. The Customer shall provide Ashva Technologies with all reasonable assistance required in this regard. In particular, the Customer shall provide Ashva Technologies with all information required on the use and possible processing of the software programs as far as possible in writing and provide Ashva Technologies with all necessary documents.
2. If third-party rights are violated, Ashva Technologies may, at its behest, remedy the situation by:
1. Obtaining from the person entitled to dispose of the property right sufficient rights of use in favour of the Customer for the purposes of this contract; or
2. Modifying the infringing software with no impact on its function, or only effects deemed acceptable to the Customer; or
3. Replacing the infringing software with no impact on its function, or only effects deemed acceptable to the Customer with another software, the use of which in accordance with the contract does not infringe the property rights of third parties; or
4. Providing a new program version, the use of which in accordance with the contract does not violate any property rights of third parties.

DISCLAIMER

1. Ashva Technologies shall be liable for damages regardless of the legal grounds to the extent set out below.
2. Ashva Technologies shall be liable without limitation for damages caused intentionally or through gross negligence by Ashva Technologies, one of its vicarious agents or legal representatives.
3. In the event of damages resulting from injury to life, body or health, Ashva Technologies shall be liable without limitation, even in the event of a simple negligent breach of duty on the part of Ashva Technologies, one of its legal representatives or vicarious agents.
4. Liability shall also be unlimited in terms of amount for damage caused by serious organisational fault on the part of Ashva Technologies and for damage caused by the absence of a quality guaranteed by Ashva Technologies.
5. The Customer is required to prevent both unauthorised physical and unauthorised digital access to the contractual hardware and/or software by employing appropriate state-of-the-art measures. The Customer is responsible for implementing appropriate security measures to protect the hardware and/or software from any cyber-attacks. In addition, the Customer must ensure that all access permissions, passwords, encryption and other security mechanisms are activated, adequately managed and regularly updated. Ashva Technologies shall not be liable for damages caused by unauthorised access to the contractual hardware and/or software due to cyber-attacks, insofar as these damages are due to a lack of implementation of adequate security measures by the Customer.
6. The Customer is responsible for regularly backing up its data. Ashva Technologies shall not be liable for the loss of data if the damage would not have occurred if the data had been properly backed up, for which the Customer is responsible. Proper data backups are assumed if the Customer verifiably backs up data on a daily basis, thereby ensuring that the data can be restored with reasonable effort. In the event of a loss of data caused by Ashva Technologies - unless caused intentionally or through gross negligence - Ashva Technologies shall solely be liable for the costs of restoring the data from the backup copies created by the Customer and for restoring the data that would have been lost even if the data had been backed up correctly.
7. In the event that Ashva Technologies is unable to provide the service due to force majeure, strikes, unrest or other disturbances not attributable to Ashva Technologies, Ashva Technologies shall be released from its obligation to perform. Ashva Technologies shall not be liable for any damage and/or consequential damage resulting from these interruptions in performance.
8. The Customer may withdraw from the contract due to a breach of duty which cannot be attributed to a defect, only if Ashva Technologies are responsible for the breach of duty and the other legal requirements are met.

PAYMENT TERMS

1. The Customer is obliged to pay the agreed prices regardless of the chosen payment method. This obligation exists regardless of whether the financing, leasing or other means of payment arranged by the Customer falls through for any reason. Even in the event that the financing or another payment method ceases, the Customer remains fully liable and obliged to pay the agreed prices.
2. Without the need for a reminder, the Customer automatically defaults if payment is not rendered within 30 days after receipt of the invoice.

EXTENT OF THE GRANTING OF RIGHTS

1. Ashva Technologies shall retain the copyright and industrial property rights as well as the exploitation rights to the delivered software and hardware, unless otherwise agreed in writing. The proprietary notices - also those of a third party - stated on the program carrier or the packaging must be observed.
2. Unless expressly agreed otherwise, Ashva Technologies shall grant the Customer the unlimited right of use or, in the case of temporary licence agreements, the time-limited right of use, to use the software or licences contained in the provided program carrier in accordance with the contract and for the agreed purpose. Reproduction, transfer and use for a purpose not agreed or provided for in the contract are not permitted. A transfer of the above right to third parties by the Customer requires the express written consent of Ashva Technologies. In the event of a breach of the licence conditions, the Customer is required to pay a lump sum for damages equal to twice the licence fee paid. This shall be without prejudice to the assertion of further damages.
3. The processing of the contractual software and of the software protection circuit is not permitted, unless mandatory statutory provisions conflict with this or deviating terms are agreed in the licence agreement or in the applicable business terms. Ashva Technologies offers to fix software defects within the scope of its software maintenance contracts.
4. The decompiling or disassembling of the contractual software (reverse engineering) and the removal of the software protection circuit are also prohibited. Ashva Technologies reserves the right, upon request, to provide the Customer with information required to achieve the interoperability of the contractual software with other programs in return for appropriate remuneration.

ASSIGNABILITY OF CLAIMS

1. The Customer is not entitled to assign its claims from the contracts concluded with Ashva Technologies without the consent of Ashva Technologies or to transfer any other rights or obligations arising from the contracts concluded with Ashva Technologies, in whole or in part, to third parties. This also applies to warranty claims. Consent shall be given if the Customer’s interest in question is deemed worthy of protection.

DATA PROTECTION

1. The Customer consents to the collection, processing, use and storage of its personal data insofar as these are necessary for the execution of the contractual relationship. If Ashva Technologies no longer have a legitimate interest in storing the data, the Customer can request the deletion of the data at any time.

FINAL PROVISIONS

1. If one or more provisions are found to be legally unenforceable, the remaining parts of these conditions shall remain binding. In place of the invalid, unenforceable or missing provision, the contractual partners shall agree on a legally permissible provision they would have originally agreed on taking into account their economic and legal objectives had they been aware of the invalidity, infeasibility or lack of the corresponding provision at the time the contract was concluded.
2. The place of performance for all deliveries and services is the registered office of Ashva Technologies. If the Customer is a merchant or has its registered office abroad, the exclusive place of jurisdiction is the registered office of the company.
3. This contract is exclusively governed by the laws of the Republic of India.

DISPUTE RESOLUTION

1. Any disputes arising out of or relating to these Terms or the Software will be resolved through final and binding arbitration under the rules of the Nani Palkhivala Arbitration Centre (NPAC) in Chennai.

CONTACT INFORMATION

If you have any questions about these Terms, please contact us at Ashva Technologies Pvt. Ltd., 61, Luz Avenue, Mylapore, Chennai- 600004 (+91)9444391101