Last Updated: 01/10/2020
PLEASE READ THESE GENERAL TERMS AND CONDITIONS CAREFULLY as they apply to each offer, supply and use of Products and Services to the fullest extent relevant.
These general terms and conditions together with Impactware Technology Solution's (also called goEgo) offers, quotations, order acknowledgments, invoices and specifications (and all supplements and attachments thereto issued by Impactware Technology Solution Pvt. Ltd. from time to time) (collectively "Specific Terms") shall constitute the entire agreement ("Agreement") between Impactware Technology Solution Pvt. Ltd. and Customer for each supply and/or use of Products and/or Services. In the event of any inconsistency between these general terms and conditions and the Specific Terms, the Specific Terms shall prevail. Any conduct by Customer (including, without limitation, payment for, or use of, the Products and/or Services) which recognizes the existence of a contract pertaining to the subject matter hereof shall constitute acceptance by Customer of this Agreement.
Impactware Technology Solution Pvt. Ltd. has the right to implement changes to the Agreement. If Customer does not agree with such changes, it shall be entitled to terminate the Agreement according to clause Term and Termination mentioned below.
Any quotation by Impactware Technology Solution Pvt. Ltd. is valid for a period of thirty (30) days from its date of issue. Acceptance of this quotation constitutes an offer to purchase Products and/or Services in accordance with the Agreement, meaning the Agreement shall only be effective upon written acceptance by Impactware Technology Solution Pvt. Ltd.
All obligations of Impactware Technology Solution Pvt. Ltd. under the Agreement are performed on the basis of an obligation of means, unless expressly provided otherwise in writing. Any dates quoted for performance are approximate only, and such dates are not of the essence.
The quantity and description of the Products and/or Services are set out in the Agreement and the Documentation. Any samples, drawings, descriptive matter or advertising are only meant to provide an approximate idea of the Products and/or Services described in them. They shall not form a part of the Agreement or have any contractual value.
Impactware Technology Solution Pvt. Ltd. reserves the right to make any reasonable changes to the specifications or settings of the Products and/or Services, including the Platform. Additionally, Impactware Technology Solution Pvt. Ltd. has the right to take all steps required in order to monitor the use of the Services, including the Platform, and to verify whether the use is in compliance with the Agreement.
Impactware Technology Solution Pvt. Ltd. has the right to involve its affiliates or subcontractors in the performance of the Agreement, if this is necessary for the performance of the Agreement. Impactware Technology Solution Pvt. Ltd. has also the right to transfer part or whole of the rights and obligations under the Agreement to a third party. Customer agrees that Impactware Technology Solution Pvt. Ltd. can share any relevant data provided by Customer hereto with such third party.
Delivery is carried out, subject to the respect of the terms of payment. Except if the Agreement specifies that the delivery will be carried out otherwise, the Products shall be delivered Ex Works at the location indicated in the Agreement, meaning that Impactware Technology Solution Pvt. Ltd. or goEgo's delivery obligation is fulfilled if Impactware Technology Solution Pvt. Ltd. has made the Products available for loading by Customer.
In the event of a delivery Ex Works, Products can be picked up during Business Hours on Business Days. If Customer fails to take delivery of the Products within five (5) Business Days of Impactware Technology Solution Pvt. Ltd. notifying Customer that the Products are ready, then except where such failure or delay is caused by Force Majeure or by Impactware Technology Solution Pvt. Ltd. 's failure to comply with its obligations under the Agreement in respect of the Products:
(a) Delivery of the Products shall be deemed to have been completed at 9:00am IST on the 6th Business Day following the day on which Impactware Technology Solution Pvt. Ltd. notified Customer that the Products were ready; and
(b) Impactware Technology Solution Pvt. Ltd. shall store the Products until delivery takes place, and charge Customer for all related costs and expenses.
If ten (10) Business Days after EVBox notified Customer that the Products were ready for delivery Customer has not taken delivery of them, Impactware Technology Solution Pvt. Ltd. may, without prejudice to its rights under the Agreement or otherwise, resell or otherwise dispose of part or all of the Products without being due any compensation or reimbursement to Customer.
In the event of any other type of delivery, Customer shall ensure that it or its representative is present to accept the delivery. If Customer fails to accept the delivery, Impactware Technology Solution Pvt. Ltd. will contact Customer to arrange another delivery date. All costs incurred by Impactware Technology Solution Pvt. Ltd. due to the fact that Customer was unable to take possession of the Products as agreed will be borne exclusively by Customer.
Impactware Technology Solution Pvt. Ltd. may deliver the Products in instalments, which shall be invoiced and paid for separately. Any delay in delivery or Error in an installment shall not entitle Customer to cancel any other installment.
Customer shall inspect the Products at delivery for damage or missing parts. If there is a default, Customer shall specify it on the delivery note and confirm in writing within forty-eight (48) hours from delivery, with copy to Impactware Technology Solution Pvt. Ltd. Failure to comply with these formalities will result in any claim being rejected, and, in relation to visible defects, the Products then will be deemed conform in quantity and quality to the Agreement.
The risk in the Products shall pass to Customer on delivery as described above in Product Acceptance section.
Title to the Products will only pass to Customer when Impactware Technology Solution Pvt. Ltd. has received payment in full (in cash or cleared funds) of all amounts due in respect of all Products supplied by Impactware Technology Solution Pvt. Ltd. to Customer.
Installation of the Products shall be carried out by a qualified installer.
Customer shall, at its own expense and risk:
(a) Ensure that the location where the Products are to be installed complies with the relevant requirements and applicable Laws, that all necessary facilities and personnel are available for the installation and that all necessary authorizations to enter the premises have been procured in time; and
(b) Take all necessary precautions (including the observance of the instructions of Impactware Technology Solution Pvt. Ltd. and/or the installation partner) to enable a safe and trouble-free installation of the Products on site.
Customer shall indemnify Impactware Technology Solution Pvt. Ltd. and/or any third party engaged by Impactware Technology Solution Pvt. Ltd. in the performance of the installation against any damage they suffer if Customer fails to comply with the obligations of this clause.
Impactware Technology Solution Pvt. Ltd. and/or its installation partner cannot be held liable for damage caused by or related to the temporary interruption of the electricity supply on the site required for the installation of the Products.
If Customer cancels an installation appointment less than forty-eight (48) hours in advance or if there is no one present at the time of the appointment, Impactware Technology Solution Pvt. Ltd. will charge travel costs, plus a penalty up to twenty-five percent (25%) of the quoted charge for installation.
Impactware Technology Solution Pvt. Ltd. warrants to Customer on delivery and for a period of one (1) year thereafter that the Products are free from material defects in material and workmanship and conform in all material aspects with the specifications as explicitly listed in the Documentation, except for charging cables, their connectors and software, for which the warranty is limited to three (3) months from delivery. Except as stated in this clause, Impactware Technology Solution Pvt. Ltd. provides no warranties of any kind in respect of the Products. Impactware Technology Solution Pvt. Ltd. shall not be liable for the Products’ failure to comply with the warranty if:
(a) Customer makes any further use of such Products after giving a notice in accordance with or failed to provide notification within fourteen (14) days;
(b) The Error arises because Customer failed to follow Impactware Technology Solution Pvt. Ltd. or goEgo’s oral or written instructions as to the storage, installation, commissioning, use or maintenance of the Products or (if there are none) good trade practice (such as but not limited to use of the Products with parts, accessories or software not provided or approved by Impactware Technology Solution Pvt. Ltd.);
(c) The Error arises as a result of Impactware Technology Solution Pvt. Ltd. following any customisation or Product specification supplied by Customer;
(d) Repairs or other interventions on the Products are performed by persons not trained for this purpose, against Impactware Technology Solution Pvt. Ltd. or goEgo's oral or written instructions, or with parts not supplied or approved by Impactware Technology Solution Pvt. Ltd.; or
(e) The Error arises as a result of fair wear and tear, wilful damage or negligence by Customer and/or a third party, or abnormal working conditions (such as but not limited to damages resulting from vandalism, animals, high-pressure cleaners, or Error in connected vehicles).
Impactware Technology Solution Pvt. Ltd. shall, at its option, repair or replace defective Products, or refund the price of defective Products if:
(a) Customer gives notice in writing during the warranty period within a period of fourteen (14) days after the Customer has discovered or should reasonably have discovered that some or all of the Products do not comply with the warranty as stated above;
(b) Customer returns such Products to Impactware Technology Solution Pvt. Ltd. (at the location specified by Impactware Technology Solution Pvt. Ltd.) at Customer’s cost, if the nature of the Product allows such return; and
(c) Impactware Technology Solution Pvt. Ltd. is given a reasonable opportunity of examining such Products and provided by Customer with all information it may reasonably require to proceed to such examination.
In all cases, the following are excluded from the coverage of the warranty:
(a) Travel costs and labour costs of repair, including time spent on preliminary work or on disassembly and reassembly, if the repair of the Products is to take place at the installation site due to the nature of the Products;
(b) Cleaning, routine maintenance and preventative maintenance operations of the Products as defined in the Documentation, as well as the supply of products necessary for these operations;
(c) Restarting operations after the Product has been secured, for example by circuit breakers, ground fault circuit interrupters (GFCIs), fuses or emergency stops; and
(d) In general, all operations on site, especially if no parts need to be replaced.
The Agreement shall apply to any repaired or replacement Products supplied by Impactware Technology Solution Pvt. Ltd.
Impactware Technology Solution Pvt. Ltd. warrants that the Services, including the Platform, will perform substantially in accordance with the Documentation and will undertake reasonable efforts to provide support and maintenance services to this end.
Other than as contractually agreed and to the maximum extent permitted under applicable Laws, the Services are provided “as is” and Impactware Technology Solution Pvt. Ltd. makes no representations or warranties, express or implied, of any kind whatsoever (including, without limitation, satisfactory quality, fitness for a particular purpose, custom or usage in trade). Impactware Technology Solution Pvt. Ltd. does not guarantee that the Platform and/or Application shall be without Errors and shall function without interruption. Impactware Technology Solution Pvt. Ltd. further makes no representations or warranties regarding, without limitation, the security, integrity, efficiency or capabilities of the Platform and/or Application.
Customer's exclusive remedy for damage or loss arising from breach of the warranty as set out in above clauses shall be, at Impactware Technology Solution Pvt. Ltd.'s option,
(a) the replacement of the Service concerned at no cost to Customer;
(b) a Workaround and/or Update to address the Error in a manner that provides Customer with reasonably equivalent functionality as provided in the Documentation, at no cost to Customer; or
(c) in the event Impactware Technology Solution Pvt. Ltd. is unable to replace or correct such failure by exercising commercially reasonable efforts for a reasonable period of time, either Party may terminate the Agreement in accordance with clauses mentioned in the Termination section below. Customer’s sole remedy shall be for Impactware Technology Solution Pvt. Ltd. to provide a pro-rata refund of any pre-paid charges for periods after the effective date of termination.
Any Subscription is concluded for the initial subscription term indicated in the Agreement (“Term”). Without prejudice during this Term, Customer is only entitled to terminate the Agreement if Impactware Technology Solution Pvt. Ltd. is in material breach of its obligations under the Agreement and such breach is not remedied within a reasonable period.
After the Term, Subscriptions are renewed for consecutive periods of one (1) year, unless a Party provides a notice in writing to the Party at least sixty (60) days before the end of the then current term stating that it does not wish to extend the subscription.
Impactware Technology Solution Pvt. Ltd. has the right to terminate the Agreement without further notice or judicial intervention, in whole or in part, with immediate effect by means of a written notice:
(a) if Customer is unable to pay its debts, becomes insolvent, or if Customer is declared bankrupt;
(b) when the undertaking of Customer is voluntarily or involuntarily liquidated;
(c) if a considerable part of the capital and reserves of Customer is seized; or
(d) if the company of Customer merges or is acquired by a third party.
In the event of a breach by Customer of any of the terms of the Agreement, Impactware Technology Solution Pvt. Ltd. shall have the right to immediately suspend without prior notice a part or all of the Services and access thereto until the breach is remedied.
In the event Customer does not agree to material changes to the Products and/or Services as set out in Product or service warranty, it will be entitled to terminate the Agreement within twenty (20) Business Days from the notification of the change by Impactware Technology Solution Pvt. Ltd., except if such change results from the application of a Law or manufacturer’s recommendations.
If the Agreement is terminated, any outstanding amounts payable by Customer are due immediately.
In the event of expiry or termination of the Agreement, the rights of use granted to Customer in respect of the Services hereunder, including the Platform, shall immediately cease and Customer shall, upon the effective date of such expiry or termination, cease using the Services (including the Platform) and, at Impactware Technology Solution Pvt. Ltd.'s discretion, immediately return to Impactware Technology Solution Pvt. Ltd. or destroy all copies of the Documentation, the Token(s) and any other confidential or proprietary information belonging to Impactware Technology Solution Pvt. Ltd.
Applicable Law and Jurisdiction
These terms and conditions are governed by and to be interpreted in accordance with laws of India, without regard to the choice or conflicts of law provisions of any jurisdiction. You agree, in the event of any dispute arising in relation to these terms and conditions or any dispute arising in relation to the web site whether in contract or tort or otherwise, to submit to the exclusive jurisdiction of the courts located at Pune, India for the resolution of all such disputes.