The following terms and conditions will be considered as accepted on the usage of the website www.sgligis.com. You are requested to go through the terms and conditions before using the services on the website.
USER ACCOUNT AND ACCOUNT BENEFITS
- To purchase the software license you shall have to purchase IGiS CAD Software from SGL for a consideration as decided by SGL. You shall be solely responsible for anyone who generate access or avail the services through you or your account.
- You shall be responsible for the security of your account and all the activity associated with your account. This will ensure that you are the authorized users for availing the services associated with your account. You shall secure and not to share your ID and Password. If you suspect unauthorized use of your account, please contact at designated email at firstname.lastname@example.org.
- You Shall ensure that the information provided at the time of sign-in continues to be true and complete.
- Your account is designed to provide a place for you to access and manage your account information and obtains the right to access and other benefits you can access your account at anywhere through www.sgligis.com.
BENEFITS OF PURCHASE OF SOFTWARE AND AVAILING ANNUAL TECHNICAL SUPPORT
- The end users, once having made the payment for purchase of the Software, will get the technical support (includes version upgrades updates (major as well as minor)) till the period of One year from the date of Installation and/or activation related to the software purchased. SGL may release the version (major as well as minor) upgrades, updates or any other notifications related thereto at its own discretion.
- Once the Account is created it will remain for lifetime. After completion of One year from the date of Installation and/or activation, in case the end-users opting the services as provided vide the Annual Technical Support further, then the end-users will be required to pay the cost for the Annual Technical Support plus applicable taxes at the prevailing charges fixed by SGL, which reserves the right to modify the said charges or amount from time to time.
- You or SGL (as the “Disclosing Party”) may disclose or make available confidential information to the other party (“as the Receiving Party”) in connection with these terms. SGL may also disclose your confidential information to comply with any governmental or regulatory body request as a part of legal proceeding involving SGL or at your request. If disclosure is made at your request, you may be responsible for the cost of compiling and providing access to your confidential information.
- For the purpose of General Data Protection Rights (“GDPR”) we collect and process some or all of the following information from you in the course of use of the website, services or any other information:
- Information that you provide while signing in / signing up on the websites, availing of the services or requesting for the further information or services.
- Details of your visits to the website including but not limited to, traffic data, location data, and other communications data and the resources that you access.
- Registered users shall support us in maintaining the record of your personal data.
INTELLECTUAL PROPERTY RIGHTS
- The information, brand name and other contents of SGL website including the software may not be copied, reproduced, sold, rented, used, supplemented or otherwise used in any other way without the prior consent of SGL.
- You may have additional agreements signed directly with SGL that supplements or amend these terms. In addition, offerings may be subject to special terms and you agree to the special terms if any, for an offering that you obtain or access to use. If you do not agree to such special terms, you may not able to avail, to obtain, to access or use the offerings.
- The contents, pages, of the website comply with applicable law in the country where the users has its business residence. SGL makes no representation that information, software are appropriate or available viewing or downloading at locations outside such country. If the end users access such SGL website from outside such country they are exclusively responsible for compliance with all applicable local laws. SGP shall not be responsible for access to SGL website information, software and/or documentation from countries where such content is unlawful or prohibited.
- If any conflict arises between General terms herein and additional agreements or special terms, the additional agreement or special terms will prevail in relation to their subject matter. If any conflict arises between the additional agreement and special terms the additional agreement will prevail in relation to their subject matter.
LIMITATION OF LIABILITY
- In no event SGL will be liable under any theory of liability, whether in legal, or common law of action arising under the contract, indemnity, tort (including negligence), arising out of or in connection with the use or performance of the site, any product services available through this site any software, information, content, documents, provisions of or failure to provide services available from or through this site, even if advised in advance of such damages or losses. The maximum liability of SGL for all losses, damages, constructive losses and constructive damages and causes of action, whether in contract, tort (including negligence) or otherwise shall be the total amount excluding taxes and other charges, if any paid by you at the time of purchasing or accessing the software.
- You agree that SGL shall have all ownership of and all rights with respect to the Software and other information or material provided or made available by SGL to you. The structure and the organisation, data structures and other externals and the source code of the offerings and the confidential information of SGL and You shall not disclose such information to the third parties or such other information for any other purpose other than as required for ordinary course access to and use of the offerings as set forth in these terms, without prior written consent of SGL.
DUTIES OF THE USER
- In accessing or using the website the user shall not:
- Breach public morality in its manner of use.
- Violate any intellectual property rights or any proprietary rights.
- Upload any contents containing virus or any other program that could damage the data.
- Transmit, store or upload the hyperlinks or contents to which the user is not entitled, where such hyperlinks or contents are in breach of confidentiality obligations or unlawful.
- Send unsolicited emails or inaccurate virus, defects or any similar activity.
- You agree to indemnify against any losses, liabilities, expenses suffered or incurred by SGL by reason of any from any claim or demand, suit or proceedings 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.
- SGL shall endeavour to provide the most accurate, updated information contained in the site may at times contain typographical errors, technical inaccuracies and may be changed or updated without notice. We reserve the right without the prior notice to discontinue or change the specification on products and services offered on the site without obligations. From time to time we may make the suggestions or recommendations or that suggested or recommended products or services will meet your expectations.
- The Site and the Content on the Site are provided by us on an “As-Is” And “AsAvailable” Basis.
TERMINATIONS OF LICENSE
- SGL will terminate the Software license if the end-user/s fall under any of conditions as mentioned below
- Failure to pay the consideration of Software to SGL,
- If the end user is subject to any disciplinary court proceedings,
- If the end users has gone under the liquidation process,
- Initiation of the insolvency proceedings against the purchaser/end user,
- SGL will not be liable to customer for any delay or failure of services to perform its obligations hereunder if such delay or failure arises from any cause or causes beyond the reasonable control of SGL such causes will include but are not limited to, Act of God, floods, fire, loss of electricity, market conditions or any other conditions beyond the control of SGL and delays on the part of customer side.
- The concept of SGL is unique where the users once registered their account they registered themselves for 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 one purchased.
APPLICABLE LAWS, JURISDICTION AND VENUE
- Subject to Arbitration clause, all disputes arising out of this Agreement, including for any interim measure for Arbitration shall be subject to jurisdiction of the Courts at Ahmedabad, India only.
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
Name of Authorised Person:
Name of Company/Firm/LLP/OPC: