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The following disclaimer applies to the Rights Issue documents of Scanpoint Geomatics Limited (the “Company”, and such Rights Issue documents, the “Documents” and each, a “Document”) hosted on this website in connection with the Company’s issue of Equity Shares on a rights basis (the “Issue” and the “Rights Equity Shares”, respectively). The Documents have been made available on this website in electronic form solely to comply with the provisions of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended. You are advised to read this disclaimer carefully before reading, accessing or making any other use of the Documents. By accessing the Documents, you agree to follow the following terms and conditions, including any modifications to them from time to time.
References to the Company herein include its affiliates and associates, which are consolidated in its accounts.
The contents of the Documents are for your information only. No part of the contents herein shall be copied or duplicated in any form by any means or redistributed. Neither the Company, nor any of its representatives or agents are soliciting any action based on any of the information contained on this website, including the Documents, and such information should not be construed as an offer, or invitation or offer to sell or the solicitation of any offer to buy or subscribe for or purchase any security. Neither the Company, nor any of its representatives or agents represents that the contents of the Documents are accurate or complete. The information contained in the Documents may not be updated since its original publication date and may not reflect the latest updates.
The information on this website and the Rights Issue Documents are not intended for distribution to, or use by, any person or entity in any jurisdiction or country where (a) distribution or use of such information would be contrary to law or regulation; or (b) the Company or any of its affiliates would by virtue of such distribution become subject to new or additional registration requirements. Residents of countries where the distribution of the information on this website and the Documents is not permitted are not authorized to download the Documents. In addition, the information in this portion of our website, including the documents, is not for publication or distribution, directly or indirectly, in or into the United States (as defined below) and is not intended to be viewed by any person in the United States. By downloading the Documents, you shall be deemed to represent and warrant that you are not in the United States or in a jurisdiction where the distribution of the Rights Issue documents is not permitted. If you download the Documents, you agree not to forward, deliver or distribute it, in whole or in part, to any other person.
The Rights Entitlements and the Rights Equity Shares have not been and will not be registered under the United Securities Act, 1933, as amended (“Securities Act”), or any U.S. state securities laws and may not be offered, sold, resold or otherwise transferred within the United States of America or the territories or possessions thereof (“United States” or “U.S.”) or to, or for the account or benefit of, “U.S. persons” (as defined in Regulation S under the Securities Act (“Regulation S”), except in a transaction exempt from the registration requirements of the Securities Act. The Rights Entitlements and Rights Equity Shares referred to in the Letter of Offer are being offered in India and in jurisdictions where such offer and sale of the Rights Equity Shares and/ or Rights Entitlements are permitted under laws of such jurisdictions, but not in the United States. The offering to which the Letter of Offer, and Abridged Letter of Offer relates is not, and under no circumstances is to be construed as an offering of any securities or rights for sale in the United States or as a solicitation therein of an offer to buy any of the said securities or rights.
The Documents do not constitute, and may not be used in connection with, an offer or solicitation in any place where offers or solicitations are not permitted by law. If you have gained access to this website and the Documents contrary to any of the restrictions herein, you are not authorized and will not be able to purchase any of the securities described in the Documents.
Any potential investor should note that investment in the Rights Equity Shares involves a high degree of risk. For details, potential investors should refer to the Letter of Offer issued by the Company in connection with the Issue, including the section titled “Risk Factors”.
Neither the Company, nor any of its representatives or agents accept any liability whatsoever, direct or indirect, that may arise from the use of the information contained on this website or the Documents. Nothing on this website or in the Documents constitutes a recommendation by the Company or its representatives or agents to subscribe to or buy or sell any securities.
The Company has taken all necessary steps to ensure that the contents of the Document as appearing on this website are identical to the Document filed with the relevant regulatory authorities in India. However, you are reminded that documents transmitted in electronic form may be altered or changed during the process of transmission and consequently neither the Company, nor any of its representatives or agents accept any liability or responsibility whatsoever in respect of alterations or changes which have taken place during the course of transmission of electronic data. None of the Company, its representatives or its agents will be responsible for any loss or damage that could result from interception and interpretation by any third parties of any information being made available to you through this website.
Neither the Company, nor any of its representatives or agents will be liable or have any responsibility of any kind for any loss or damage that you incur in the event of any failure or disruption of this website, or resulting from the act or omission of any other party involved in producing or hosting this website or the data contained therein available to you, or from any other cause relating to your access to, inability to access or use of the website or these materials.
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Please note that the Offer Documents used for subscription to the Issue in contravention of the above will be rejected with no recourse to the Company or its representatives or agents.
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All sales made by Scanpoint Geomatics Limited (hereinafter referred to as “SGL”, “the seller”) to its customers/purchasers/users (hereinafter referred to as “the Purchasers”, “the Buyer”) are subject to these terms and conditions (“T&C”).
Purchaser's acceptance of these T&C shall be made by either
(i) Purchaser providing a purchase order to SGL or
(ii)Purchaser’s acceptance of any Product from SGL, whichever occurs first?
These T&C shall apply for every Product sold by SGL. Any other terms and conditions stipulated from time to time shall be over and above these terms unless specifically agreed by SGL in writing.
A. “Buyer”shall mean the person/entity, who signs these terms with SGL, the Seller.
B. “Product”shall mean software licenses and/or services including cloud services and subscriptions, as the case may be, invoiced by the Seller and governed by these terms.
C. The terms herein are the binding Contract between the Seller and the Buyer. These terms shall prevail over all previous, contemporary communications exchanged between the parties, whether or not in writing including the terms and conditions of invoices under which the Products were sold to the Buyer before the date hereof or Buyer’s Purchase order terms. Buyer shall not be entitled to vary, amend, add or alter any of these conditions.
D. This Contract shall be in addition to the terms of the Customer / Channel Partner /Dealership Registration Form / Dealer Registration Agreement executed by the Buyer. The buyer is not an agent, contractor or representative of the Seller and this Contract is being entered as Principal dealing with Principal.
Sale under these terms is subject to force majeure events. The Seller shall not be liable for delay or non-delivery for reasons beyond the control of the Seller.
Before placing an order, the Purchaser must have an active SGL Customer Code/Number and Purchaser’s account must be current and in good standing. Purchaser must provide SGL with complete Product order information as required by SGL, which includes the
(i) Product description,
(ii) Unit quantity,
(iii) SGL SKU number and
(iv) Current unit price as provided by SGL.
Purchaser personnel will identify, for each Product order, as either Purchaser, the customer of Purchaser, or other specified third parties. Purchaser shall not disclose any confidential information when ordering from SGL. Purchaser may place orders over email, web, through Physical Purchase order or via SGL-approved electronic mode by quoting SGL customer code/number in the Purchase Order (PO). SGL will have no obligation to confirm the validity of any order placed or the authority of the person placing an order in this manner.
All prices are subject to change without prior notice and will be established at the time of order acceptance by SGL. Order acceptance and sale by SGL occur at the time of delivery of Product.
Product delivery shall be made by SGL via SGL approved electronic mode. For all delivery, title to Product remains with SGL until SGL receives full payment. Delay in delivery or Part Delivery of the Products shall not render the contract voidable and the SGL will not be liable for damages, compensation or otherwise on account of a delay or partial even if the SGL is advised of such possibility earlier, whether or not the time is the essence of the contract. The Buyer shall not have any right to reject the Products or withhold payment, on account of any delay.
- CREDIT AND PAYMENT TERMS
a. Credit Terms: Purchaser shall furnish to SGL all financial information reasonably requested by SGL from time to time to establish or continue Purchaser’s credit limit. Purchaser agrees that SGL shall have the right to decline to extend credit to Purchaser and to require that the applicable purchase price be paid prior via an approved electronic mode. Purchaser shall promptly notify SGL of all changes to Purchaser’s name, address, or of the sale of substantially all of its assets. SGL shall have the right from time to time, without notice, to change or revoke Purchaser’s credit limit based on changes in SGL’s credit policies or Purchaser’s financial condition and/or payment record. Purchaser shall not deduct any amounts owing from any SGL invoice without SGL’s express written approval (such approval need to be duly signed by the Regional Manager or above-designated representative of SGL), which approval shall be contingent upon Purchaser providing all supporting documentation for such deduction as required by SGL. A service charge of the lesser of two (2%) per month or the maximum amount allowed by law will be charged on all past due balances commencing on the date payment is due.
b. Payment Terms:Payment by RTGS, NEFT, telegraphic transfers, pay orders, demand drafts or cheque (subject to clearance) will be allowed. Payment by any other method will be subject to SGL's express written approval. All payments made by cheques are subject to realization and if made by electronic mode (NACH etc.) payment would be subject to receipt of fund in SGL’s account. Buyer irrevocably undertakes not to hold payments due to the SGL because of a dispute between the Buyer and the customer or a third party or for whatever reason. All bank charges (including collection or cheque bouncing charges, return charges according to the dishonour of standing instructions) and stamp duty on bills of exchange, hundy wherever applicable shall be paid by the Buyer including the applicable taxes. The Seller shall not be liable for any loss or theft of bank drafts, cheques, etc. in transit.
If Purchaser fails to make timely payment of any amount invoiced hereunder, SGL shall have the right, in addition to all other rights and remedies available to SGL at law or in equity, to immediately revoke any or all credit extended, to delay or cancel future deliveries and/or to reduce or cancel any or all quantity discounts extended to Purchaser. Purchaser shall pay all costs of collection including reasonable attorneys’ fees. Any obligation of SGL under these terms and conditions to deliver Products on credit terms shall terminate without notice if Purchaser files a voluntary petition under a bankruptcy statute or any other statute relating to insolvency or protection of the rights of creditors, or makes an assignment for the benefit of creditors, or if an involuntary petition under a bankruptcy statute or any other statute relating to insolvency or the protection of rights of creditors is filed against Purchaser, or if a receiver, manager, liquidator or trustee is appointed to take possession of the assets of Purchaser.
Purchaser shall bear applicable taxes as applicable to the sale. Unless otherwise specified, prices do not include such taxes. Exemption certificates, valid in the place of delivery, must be presented to SGL before delivery of the product if they are to be honoured. If at any time before or after delivery to the Buyer of all or any part of the Products, any duty/tariff/tax or charge of whatsoever nature is imposed/increased by the Government of India, the State Government or any other authority is increased with retrospective effect, then the Buyer shall be liable to reimburse the Seller the difference in the tax rate to the extent of such increase in respect of the supplies made before such change to the extent of the new imposition or increase thereof.
To the maximum extent permitted by applicable law, SGL disclaims all warranties and conditions, either express or implied, including, without limitation, implied warranties of merchantability, fitness for a particular purpose, title, and non- infringement, and those arising out of usage of trade or course of dealing, concerning these materials. These materials are provided on “as is” basis in stricto senso without warranty of any kind.
- PRODUCT RETURNS
The concept of SGL is unique where the users once registered their account they registered themselves for a lifetime and they reserve the right to avail one-time free demo of the product for the 30 days from the date of receipt of the activation key. After the expiration of 30 days of free demo either they can purchase the offerings or any other services. There shall be no refund for the products once purchased.
No credit, refund or set-off for tax and other statutory levies already collected will be allowed on rejected/returned Products, in any case.
- PATENT & TRADEMARK INDEMNITY
Buyer undertakes not to use the Patents, Trademarks or Trade Names of the Seller or the manufacturer of the Product without the prior written consent of the Seller
- LIMITATION OF LIABILITY
Notwithstanding any damages that you might incur for any reason whatsoever (including, without limitation, all damages referenced herein and all direct or general damages in contract or anything else), the entire liability of SGL shall be limited to the greater of the actual damages you incur in reasonable reliance on the Software up to the amount paid by you for the Software exclusive of taxes and other expenses. The foregoing limitations, exclusions, and disclaimers shall apply to the maximum extent permitted by applicable law, even if any remedy fails its essential purpose.
Purchaser agrees to indemnify against any losses, liabilities, expenses suffered or incurred by SGL because of any from any claim or demand, suit or proceeding arising out of your submission, your use of or connection to the site (including any use by you on behalf of your employer, or any other person), your violation of the terms, or your violation of any rights of another.
- GOVERNING LAW AND ARBITRATION
Notwithstanding anything contained herein, these terms of the contract shall be governed by and construed in accordance solely with the laws of India without reference to conflict of laws principles. Any dispute arising out of or relating to these terms of the contract, or the breach thereof, which cannot be settled through negotiations, shall be finally settled through arbitration under the Indian Arbitration Act,1996 (as amended from time to time) by a sole Arbitrator. The Venue and Seat of Arbitration shall be Ahmedabad, India. The language of Arbitration shall be English. The Arbitrator shall have summary powers. The Arbitrator shall pass a reasoned award. The Award shall be binding on the Parties to Arbitration. The Parties shall bear their respective lawyer’s fees. The cost of Arbitration shall be borne equally by the Parties to the Arbitration.
Subject to Arbitration clause, all disputes arising out of this Agreement, including for any interim measure for Arbitration shall be subject to the jurisdiction of the Courts at Ahmedabad, India only.
These terms of the contract shall not be governed by the Indian Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded.
The terms of contract as published on SGL’s website at www.igiscad.com at the time of sale, are the official terms and conditions of sale between SGL and Purchaser and may be amended from time to time without prior notice at SGL's sole discretion.
I/we have read and fully understood the above terms and conditions and we agree for the same and also undertake to comply vide the Signature affixed below
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