This Software as a Service Agreement (‘hereinafter referred to as the Agreement’) shall be deemed to have been entered into on the day this document shall be confirmed to be read and accepted via email by an individual/organization/entity to the official email address of Tene Agricultural Solutions Pvt. Ltd. indicated as hereinbelow.
The Agreement is between Tene Agricultural Solutions Private Limited, a private limited company incorporated under the provisions of the Companies Act, 1956, having its registered office at No. 2073/C, 4th Cross, 1st Main, Judicial Layout, Bengaluru – 560065, Karnataka, India bearing CIN U01403KA2012PTC063113 and GSTIN 29AAECT1708P1ZV (hereinafter referred to as the “Provider”), represented by its authorized signatory, which expression shall, unless it be repugnant to the context or meaning thereof be deemed to mean and include its respective representatives, administrators, successors-in-interest and permitted assigns of the First Part; and the person, or Organization or Entity (hereinafter referred to as the “Client”) who has agreed to avail of Products of the Provider for use by themselves or by those employed or affiliated with them and represented by their authorized signatory, which expression shall, unless it be repugnant to the context or meaning thereof be deemed to mean and include its respective representatives, administrators, successors-in-interest and permitted assigns of the Other Part;
(The Client and the Provider shall hereinafter collectively be referred to as “Parties” and individually as “Party”)
- The Client is engaged, inter alia, in the businesses as represented to the Provider in their communication, in India, and or in various other countries.
- The Provider has represented to the Client that it is a provider of Information Technology multi-stakeholder solutions to different sectors.The Parties have decided to enter into this Agreement to record the detailed terms & conditions between the Parties with respect to the Products provided by the Provider to the Client.
NOW, THEREFORE, IT IS HEREBY AGREED BY AND BETWEEN THE PARTIES HERETO AS FOLLOWS:
- Scope of AgreementThe Provider agrees and undertakes to provide such licenses to use its Products to the Client as communicated in an in-person, on the phone or email communication (hereinafter “Products”) to the Client as per the scope of work set out in Annexure A and other terms of the Agreement.
- This Agreement shall remain effective for a period of one, two or three years from the effective date of this Agreement as communicated by the Client to the Provider in either email or writing while entering into the Agreement, unless the Agreement is terminated in accordance with the provisions of this Agreement.
- The Parties can extend this Agreement on mutually agreeable terms and conditions.
- In the event of any breach, the Client may elect to immediately terminate this Agreement.
- In the event of any other circumstances of dispute either Parties shall have the right to terminate this Agreement by serving thirty days notice in writing to the other, without assigning any reason whatsoever.
- The parties agree that the expiration or termination of this Agreement shall be without prejudice to the accrued rights of the Parties. Any provision and obligation of the Parties relating to or governing their acts, which expressly or by its nature survives such termination or expiration, shall be enforceable with full force of the law as a surviving obligation until it is satisfied or by its nature expires.
- Payment & Commercials
The commercials and payment terms set out in Annexure B shall apply to the Agreement. The pricing terms are subject to change and the Provider agrees to communicate any revision in writing or by email to the Client before it is included in this Agreement.
- Covenants of The Provider
The Provider shall be responsible at all times against and in respect of all losses, liabilities, costs, and expenses which the Client may suffer or incur in connection with any of the following:-
- Any gross negligence and willful misconduct leading to breach of any of the representations, warranties, covenants, and obligations the Client has entered into in this agreement
- The Provider agrees to adhere to conduct its business in an ethical manner and in keeping with all applicable extant laws.
- Effect on Termination
Upon the expiry or termination of this Agreement during the term, for any reasons whatsoever:
- The Provider shall forthwith discontinue providing Products under this Agreement
- The Provider shall not make any use whatsoever of the data, specifications and instructions disclosed or communicated to it by the Client hereunder or acquired by the Provider in connection with or as a result of the implementation of this Agreement.
- The Provider shall forthwith return and deliver to the Client the raw data in a consumable format within thirty days of receipt of such a request by the Client.
- The Provider shall not retain any copies of or any documents or drawings or standards or specifications nor shall it make any use thereof directly or indirectly of the Client’s data.
- The Provider shall continue to perform all its obligations under this Agreement till the date of termination/ expiration and
- The Client shall pay to The Provider, all money due and payable to it till such date conforming to the agreed-to terms of payment
- Failure to deliver
In the event that The Provider has failed to deliver the Products agreed to in this agreement to the satisfaction of the Client and that the Client has followed the procedures laid out in this agreement, and the Provider acknowledges the lapses in making the Product available to the client, The Provider shall be liable to refund payments and/or any advance payments made towards the unutilized portion of the Product use license.
- The term “Confidential Information” for the purpose of this Agreement shall mean any and all information and/or data which is obtained, whether in writing, pictorially, in machine readable form, orally or by observation during visits, in connection with the Product or otherwise, including but not limited to, the either Party’s employee, agent, business partner, and/or vendor information, any document prepared by/belonging to either Party’s employee, agent, business partner, and/or vendor, Disclosing Party’s computer network information, information about existing its computer network infrastructure components, financial information, product development plans, research and development initiatives, sales and delivery information, data, analysis, compilations, studies, feasibility study or reports, interpretations, forecasts, discussions, ideas, inventions, concepts, know how (whether patentable or not), designs, flow charts, business plans/strategies, business proposals, contract terms, contract drafts know-how, processes, trade secrets, schematics, technology, technical information including research, development, procedures, algorithms, data, designs; business information, new business opportunities, including operations, planning, marketing interests, merchandising media, packaging, advertising, and specific information which concerns designing, developing, marketing, selling and distribution of products and services; right of publicity, customer information, supplier information, sales statistics, pricing information, market intelligence, marketing and other business strategies and the existence of this Agreement that may or may not have been specifically designated in writing as proprietary and/or confidential by either of the Parties. Such Confidential information however could be utilized by The Provider for continuous improvement on the software product used for providing the Products contracted to in this Agreement.
- Confidential Information shall be kept confidential by The Provider unless or until The Provider can reasonably demonstrate that any such Confidential Information is, or part of it, was in the public domain at the time of entering into this Agreement through no fault of their own; whereupon to the extent that it is in the domain or is required to be disclosed by law, or in The Provider’s possession before the Effective Date, this obligation shall cease.
- The Provider shall use all endeavors to procure the observance of the above-mentioned restrictions by its directors, officers, affiliates, associates, professional advisers, contractors, agents and representative (“Representatives”) and shall take all steps to minimize the risk of disclosure of Confidential Information, by ensuring that only Representatives shall have access thereto and that the Representatives shall be instructed by the Provider to treat the same as confidential and conform to similar confidentiality agreements executed between the Provider and each of its Representatives.
- The obligations contained in this, Confidential Information, the clause of the agreement shall survive for a period of 5 years from the expiry of the term of the agreement.
- Neither the Provider nor its Representatives shall divulge to any person, or use or exploit for any purpose, any of the trade secrets or Confidential Information or any financial, business or trading information relating to the Client or their business, except as required by law and, in such event, after notifying the Client as provided hereinabove, unless such notice is prohibited by law. For purposes of obligations provided in this Agreement, the term Person shall mean any individual, partnership, corporation, trust, business, association or other entity. the Provider undertakes to return to the Client all Confidential Information including correspondence, budgets, schedules, documents and records belonging to or relating to their business and will not keep any copies thereof at the end of the term of this Agreement or when the same is terminated in conformance to the terms of this Agreement.
- Representation & Warranty
The Parties represent and warrant, in relation to itself that:
- It has all requisite corporate power and authority to execute, deliver and perform its obligations under this Agreement;
- It’s signing of this Agreement has been duly authorized by all requisite corporate actions;
- this Agreement is a valid and binding obligation, enforceable against it in accordance with its terms; and
- The entry into and performance of this Agreement would not conflict with any law applicable to it as of the date hereof, nor of any agreement to which it is bound nor would it be against any court order, judgment, or decree, applicable to such Party.
The Provider shall defend the Client its Affiliates, and their respective employees, officers, and directors against any claim by a Third Party :
- For breach by the Provider of any Third Party patent, copyright, trade name, trademark or trade secret (including any software provided for use by the Provider);
- That the Provider’s Products provided to the Client under this Agreement infringes on such Third Party’s patent, copyright, trade name, trademark or trade secret;
- for taxes (and interest or penalties assessed thereon) against the Provider that are legal obligations of the Provider;
- or by, or on behalf of, the Provider’s personnel based on his or her employment with the Provider, including claims arising under occupational health and safety, worker’s compensation, provident fund or other applicable laws or regulations, except to the extent such claim or action is attributable to actions or inactions by the Client;
- or by government regulators or agencies for fines, penalties, sanctions or other remedies arising from or in connection with the Provider’s failure to comply with regulatory requirements;
- for any damages incurred as a result of the Client’s failure to perform its obligations as set out in this Agreement subjected that this would not be exceeding the annual contract value of this agreement;Such indemnity shall be in addition to and without prejudice to any other right available under the applicable law for consequential damages or specific performance of this Agreement to either Party.
- Jurisdiction This Agreement is governed by the laws of India and the Client submits to the exclusive jurisdiction of the courts in Bengaluru, Karnataka, India.
- If any dispute or difference of any kind whatsoever shall arise between the Parties in connection with or arising out of this Agreement (whether before or after the termination or breach of this Agreement) shall promptly and in good faith negotiate towards an amicable resolution and settlement.
- In the event that an amicable resolution or settlement is not reached within a period of fifteen (15) days from the date on which the dispute or difference was brought to the notice of the other Party, such dispute or difference shall be referred to a single arbitrator mutually agreed to by both Parties of the Agreement, conforming to relevant sections of the Indian Arbitration and Conciliation Act, 1996. The arbitration proceedings shall be held at Gurugram, Haryana and the arbitrator shall give a reasoned award. The award of the arbitrator shall be final and binding on both Parties to the extent permitted by law.
Any notice, direction or instruction given under this Agreement shall be in writing and delivered by hand, registered post, cable, facsimile or email to the registered office of the Party. Notices or instructions shall be deemed to have been served within 4 days of the date of posting or upon acknowledgment in the case of hand delivery, cable telex, facsimile, or email.
- Force Majeure
- Except as provided herein no party shall be liable to the other for any delay in the performance or any non-performance of any of its obligations hereunder (and shall not be liable for any loss or damages caused thereby) where the same is occasioned by any cause whatsoever that is beyond its control including but not limited to an Act of God; War; civil disturbance; requisitioning; governmental or parliamentary restrictions, prohibitions or enactment of any kind; import or export regulations; exchange control regulations; breakdown of machinery; fire or accident; shipwrecks; non availability of vessels or transport. Should any such event occur, either Party may rescind or at its own discretion suspend its obligations under this Agreement for up to 6 months without incurring any liability for any loss or damages suffered thereby by the other Party.
- The party affected by Force Majeure shall take all necessary steps to mitigate the event of Force Majeure.
- Entire Agreement
This Agreement contains the entire Agreement between the Parties with respect to the subject matter hereof and there are no further or other promises, representations, warranties or agreements or understandings, whether written or oral, except as contained herein. This Agreement cannot be modified in any way except in writing signed by both parties.The Parties hereto have executed this Agreement on the date first above written by communicating their consent and approval and this Agreement via email to one another.Annexure A: Scope of the Agreement
The Provider shall provide full utilization of its product ‘Yaksha’ an information technology-enabled solution, to the Client with features detailed below:
S.NO FEATURES 1 User management – along with multi-level access controls including device assignment 2 Knowledge management – and interface to construct survey form and data structures for collecting and managing field data. The system shall also be capable enough to generate intelligence. 3 Projects – an interface to view details of all running projects 4 Device-independent application – The data collection application can be installed and used in any Android smartphone or tablet meeting the minimum specifications mentioned below. 5 Reports – Basic reports to assist the Client to filter as necessary, view, and to download their data.
Details of Key Features
Customizable platform – Yaksha is an independent, self-customizable software for any business or initiative where data needs to be collected, organized, and shared. the Provider shall allow the Client to create a variety of projects, configure datasheets for a project, schedule timelines, and publish tasks on authorized devices.
Flexibility in creating data sheets – the Provider shall allow the Client to feed in diverse types of data like numerical, text, radio buttons, checkbox, tabular, drop down, counter, timer, image capture, voice record, and spatial position. the Client shall have the flexibility to choose project-specific data sheets and also to assign selected projects to specifically authorized devices.
Any datum, anytime – the Provider shall make available the capability to add, edit or delete any data field from any data within a knowledge bank; the Provider shall allow the Client to obtain any kind of datum at any time from the field depending on the prevailing situation.
Intelligent scheduling – the Provider shall make available to the Client the ability to configure automatic scheduling of each task to the specific authorized device(s) who shall draw such data; the Provider makes available a system that can intelligently take care of variations in the various activities of the Client’s user base and automatically adjust the data sheets accordingly as long as the same are entered into Yaksha in the necessary format.
Flexible reporting – All data generated in the farm/field shall be automatically relayed to the server in real-time whenever internet connectivity is available to the authorized device(s). The Yaksha server shall store the data received and the Client can filter, view, and download the data at their convenience.
Authenticity – Data does not mean just numerical or text, Yaksha shall allow multimedia data like images and voice, and spatial coordinates that add to the diversity and veracity of farm situations captured, enhancing the verifiability and authenticity of the data. Security – All data on the server and the authorized field device(s) is transacted and saved using industry standards.
Time to Delivery
|M1–Client account set up||Client Account setup
• Client Training Support
|1-6 working days||the Provider shall set up an account for the Client on Yaksha and provide training support to the Client|
- the Client shall provide its user’s smartphones running on Android Operating System v6.0+ with 4 GB RAM.
- the Client shall identify a primary organization admin as a single point of contact with the Provider for all coordination related to user management, data collection, data management, user issues, report generation, and other Product related issues.
- The Provider shall make the mobile application and web portal available to the primary organization admin with the number of users, projects, and knowledge banks licenses that the Client has purchased from the Provider.
Any changes or modifications to the scope mentioned in the above clauses, including the integration of data with any third party software, etc., or development of customized reports shall be handled under a separate service contract.
The Provider shall provide customer support on all working days (excluding public and national Holidays) through email and telephone from Monday to Friday 9 AM – 6 PM, IST.
Support ticket prioritization: On receiving a support request from the Client, the Provider shall inform the Client’s Project Coordinator the priority level of the ticket within a reasonable amount of time while ensuring that the access and use of the Product are not disrupted or disturbed for want of action on part of the Provider.
Once the priority of a ticket is announced, the Provider shall ensure that the ticket is resolved within the time frame identified in the table below. In case a ticket remains unresolved, the Account Manager shall share a status update with the Project Coordinator in writing and justify the delay in resolution. In such a case that the ticket remains unresolved for a period of time longer than the assigned or revised ticket priority level, the Provider shall be liable to compensate the Client in proportion to the delay as calculated with reference to the last resolution deadline communicated by email to the Account Manager to the Project Coordinator of the Client.
|Ticket Type||Service Level Agreement|
|High Priority||8 Business Hours|
|Normal Priority||24 Business Hours|
|Low Priority||72 Business Hours|
Any dependency on third-party products or services shall be resolved to take into consideration the resolution timeline provided by the providers of the third-party product or service.
Annexure B: Commercials
- the Client shall pay the Provider for the license to use the Product based on charges detailed in the email communication with the Client.
- Billing & Payment:
- Five standard pricing plans have been identified by the Provider to cater to organizations and initiatives of different sizes.
- Billing shall be on the basis of
- Number of User licenses
- Number of Project licenses and
- Number of Knowledge Bank licenses
- Invoices shall be raised on a quarterly basis 15 days before the start of the quarter.
- Discounts shall be provided if the Client were to opt for annual billing.
- Further discounts shall be provided if the Client were to opt for a two-year contract and even deeper discounts if opting for a three-year contract
- Payments are expected to be made within 10 days of the invoice being raised.
- All and any applicable duties, levies, taxes that are now existent or which may come into existence during the term of this Agreement shall be borne by the Client.
- The Provider shall be fully responsible and undertakes and assures the Client that it shall be fully compliant to the GST laws and shall furnish the correct Goods Service Tax (‘GST’) registration number of its place of business.
- The Client shall not be responsible for the verification of GST registration number. Any tax liability arising consequent to non- compliance of law or due to furnishing of incorrect registration number shall be borne by the Provider. In the event, if the Provider fails to furnish GST registration number, the Provider shall be treated as “unregistered”.
- In case the Client is not able to claim input GST credit on account of any fault, omission or non-compliance by the Provider, in accordance the Provider shall take prompt corrective action to ensure that the Client is able to claim input GST credit. Despite such corrective action by the Provider, if the Client is still not able to claim credit for any GST paid by Company to the Provider or is liable for any interest, the Provider shall reimburse the amount of tax, interest and penalty levied or reduce its charges to such extent from its next invoice.
2nd June 2020 Bengaluru