The below terms include the Purchase Order incorporating between QUANTUM (We” / “Us” / “Our”) and Supplier (“You”) identified in the PO.
1. All amounts are net i.e. the prices mentioned are exclusive of all duties & taxes which shall be applicable as per the prevailing laws.
2. The delivery/job ordered must be completed as per mutually agreed timelines. The final services/materials provided under this PO will be subject to QUANTUM acceptance and approval. Notwithstanding anything, We shall have the right, without incurring additional costs to temporarily suspend the performance of Services if the Client mandates such temporary suspension (“Temporary Suspension”); provided, however, that we shall provide You with advance notice of any such Temporary Suspension as soon as possible.
3. All invoices will be paid as per the payment terms indicated in the PO, post receipt of valid invoice and after satisfactory completion of the order and on receipt of the due payments from the Client to Us for the said corresponding project (wherever applicable) or as per terms mutually agreed in writing.
4. Please submit your invoice within 7 days of the activity completion date.
5. Please mention the PO number, date, and value on the face of the invoice. Invoice will not be accepted without PO references.
6. This PO can be canceled/terminated at any time with 5 days’ notice if QUANTUM client requests to stop the work.
7. All invoices under this PO shall be raised by the Supplier in digital format only. For clarity, the term “digital” means a non-editable PDF document digitally signed. Further, QUANTUM reserves the right to withhold payment of an invoice in case the invoice is not issued as prescribed in this section and QUANTUM shall not be liable for any non-payment and/or interest or damages for any delay in payment.
8. In case of any compliance breach/failure by You of any of the terms due to which
(a) the tax credit is denied/disallowed/delayed to QUANTUM and/or QUANTUM is unable to avail of tax credit or
(b) the relevant authorities seek to recover any such tax amounts from Us or impose any interest, penalty, or other charges/liabilities on Us, then We shall have the option not to pay to You any further payment under this PO and/or withhold, adjust, set off or otherwise recover any such tax liabilities.
9. For the services that we are availing from You, We are acting as an agent of QUANTUM client. Where work is being outsourced/sub-contracted for the final deliverable to QUANTUM Client pursuant to a project, payments under this PO shall become due and payable to You on receipt of the due payments from the Client to Us for the said corresponding project.
10. All payment-related queries are to be sent by email only.
11. Indemnity: Supplier agrees to indemnify and hold QUANTUM and its client harmless with respect to any claims or actions arising on the QUANTUM or its client(s) out of:
i) any wrongful, incorrect, dishonest, criminal, fraudulent or negligent work or act or omission by Supplier and/or any of its employees, agents, representatives; or
ii) We availing services from You under this PO;
iii) breach of any term of this PO;
iv) breach of any third-party intellectual property rights;
v) or any claim by QUANTUM client.
The above indemnification obligation shall survive the expiration or termination of this PO.
12. Intellectual Property Rights: Unless otherwise approved in writing by QUANTUM or Our end client, all rights in the
materials delivered by Us or Our client to You for providing the services shall always belong to Us or Our end client and You shall have no claim or right on any such material. All the services, works, materials, work product that are created/developed/delivered by You for Us or for Our client under this PO shall at all times be Our property or of Our client and all intellectual property rights and ownership in them shall exclusively and solely vest in QUANTUM or Our client. You hereby waive any right to and shall not raise any objection or claims to the Copyright Board with respect to the assignment, pursuant to applicable Copyright laws in the Country. You agree to sign all documents, papers including but not limited to assignment agreement as may be required by Us or Our client for the purpose of assigning all the rights and ownership of the services, works, materials, and work products that are created/developed/delivered by You pursuant to the services under this PO.
13. Confidentiality: You hereby agree to keep highly confidential all matters concerning this PO iand the work involved therein and agree not to discuss the same to any third party without QUANTUM’s prior written consent. You shall not ever divulge to anyone any details of this project and or/information You might come to know in the process of executing this PO subject to any requirement by law to be disclosed. Violation of this provision shall likewise be a ground for QUANTUM to terminate this PO immediately.
14. Supplier shall perform services under this PO in compliance with all applicable laws including but not limited to applicable anti-bribery/anti-corruption laws, applicable privacy and data protection laws of the country from where this PO is issued, as may be in force or amended from time to time. You further agree that to the fullest extent possible, you shall abide by all guidelines, codes and policies which may be mandated by Client and provided to you from time-to-time, in the course of work for the Client hereunder. Violation of this provision shall likewise be a ground for QUANTUM to terminate this PO immediately.
15. You are not permitted to assign any services or works under this PO to any third party without the prior written approval of Us or Our end Client.
16. Conflict Of Interest: Your engagement with Us is strictly on the condition that You shall avoid any situation where there is actual, or perceived, conflict of interest. A conflict of interest can arise when you find that your knowledge of competitor activity makes it difficult to perform your work for Us and/or for Our client objectively and effectively. When you are working on a project for a major competitor of Our clients, and that is not in the public domain, you are required to disclose this fact before accepting the brief from Us. Such disclosure to Us should be of a general nature to avoid You breaching project the confidentiality to the competitor of Our clients. For example, you must not use expressions such as “major launch” or “new product’ in your response which may provide Us and/or Our client with market information to which they are not entitled. You shall report any violation of the above provision without any delay via an email to Us as soon as it happens and/or comes to your knowledge, whichever is earlier.
17. Business Continuity Plan & Disaster Recovery Plan: The Supplier shall have in place a business continuity plan and a disaster recovery plan for how the Supplier will recover and restore partially or completely interrupt critical Service(s), cope with the unexpected or sudden loss of key personnel, data, hardware or software, etc., within a predetermined time after a natural or human-induced disaster or extended disruption.
18. Non-solicitation: Throughout this PO and for 1 year after the termination and/or expiry thereof, regardless of the reason for termination, Supplier shall not, directly or indirectly, solicit or attempt to solicit business from any of the Agency clients and/or client prospects, with whom Supplier had material contact during the period of this PO.
19. Governing Law: This PO will be governed and construed under the laws of country from which the QUANTUM entity has issued the PO and shall be subject to the jurisdiction of courts situated in the Capital of the said country.
