Terms And Conditions

Last Updated – January 16, 2021

1. GENERAL

1.1 Except where condition 8 applies, these terms and conditions apply to every order placed by A1Stack Inc. (“A1Stack”) with (“Vendor”). Any terms and conditions contained within or attached to any document of any kind which are inconsistent with the terms and conditions outlined in this document, or which attempt to add to or modify these terms and conditions in any way shall not be deemed acceptable or legally binding unless expressly and clearly accepted by A1Stack in writing.

Should the Vendor be unable to supply such written agreement, the Vendor agrees to waive or withdraw the supplemental or modifying terms and conditions and contract with A1Stack exclusively on the basis of these terms and conditions. Acceptance of product, services, solutions or subscription by A1Stack shall not constitute or be deemed to constitute acceptance of Vendor’s or otherwise non-standard terms and conditions by A1Stack.

All parties affirm that the contract shall commence and the Vendor will be bound contractually to fulfil the obligations outlined within these terms and conditions upon the issuance of a purchase order (“the contract”) to the Vendor by A1Stack.

2. PURCHASE ORDER

2.1 The Vendor agrees to ensure the services provided shall:

(a) correspond with the quantity, service level, quality and description as defined in the purchase order and as represented by the Vendor in its communications to A1Stack;

(b) meet performance standards, benchmarks, and delivery schedule specified on the purchase order or as specified to the Vendor by A1Stack;

(c) be of satisfactory quality and fit for any purpose specified by the Vendor or specified to the Vendor by A1Stack;

(d) where applicable, be free from defects and remain valid for a period of Term from Service Commencement Date as specified in the purchase order;

(e) comply with all applicable statutory, legal, and regulatory requirements relevant to the Services or Subscription.

2.2 Should the services provided by the Vendor fail to comply with the A1Stack purchase order or submitted instructions, A1Stack may, terminate the services or demand the Vendor to re-perform the services; without prejudice to or limitation of any rights held by A1Stack to claim damages or other compensation for loss, damage, or material breach suffered as a result of the Vendor’s failure to comply with these terms and conditions.

3. PRICING, PAYMENTS, AND OFFSET

3.1 Prices paid for services or subscription shall be the prices established in the purchase order, including, all-inclusive pricing. No extra charges, if any, will be incurred unless agreed upon in writing by A1Stack.

3.2 With regard to product, services, solutions or subscription, the Vendor agrees to invoice A1Stack on the basis as specified in the purchase order.

3.3 Unless otherwise specified on the purchase order, the Price includes applicable taxes, including, but not limited to, all sales, use or excise taxes; and Vendor shall be solely responsible for paying all such amounts.

3.4 A1Stack will pay all invoiced amounts to the bank account specified in writing by the Vendor within 45 days of receiving a valid and correct invoice on or after Service Commencement Date as specified in the purchase order.

3.5 A1Stack may, without limiting its other rights or remedies, offset (i.e., set off) any amount owed to it by the Vendor against any amount owed by A1Stack to the Vendor.

4. INSURANCE AND INDEMNITY

The Vendor agrees to hold harmless and indemnify A1Stack against all costs, expenses, damages and losses. This includes any interest, penalty, legal and other professional fees, and expenses awarded against, incurred by, or paid by A1Stack arising from contract performance or any breach of these terms and conditions by the Vendor, as well as any term or obligation implied by law or any statutory provision that may be in force from time to time. The Vendor agrees to maintain at all times all required insurance coverage and provide written evidence of such coverage to A1Stack upon request.

5. CONTRACT CONFIDENTIALITY

The Vendor agrees to treat all confidential information belonging to A1Stack as confidential subject matter and protect it accordingly. The Vendor agrees not to disclose any such information without the prior written consent of A1Stack.

6. CONTRACT TERMINATION

At any time after the contract commences, if the Vendor:

1. a) Commits a material or persistent breach of contract and fails to make good faith remedy of said breach within 7 (seven) days after receiving notice of the breach;
2. b) Commits a material breach which cannot be rectified;

A1Stack can terminate the contract after giving 07 days’ notice to Vendor.

7. GENERAL

7.1 Force majeure: Neither party shall be liable to the other due to any delay or failure to perform its obligations under the Contract if and to the extent that such delay or failure is caused by circumstances beyond the reasonable control of that party which, by their nature, could not have been foreseen by such a party or was unavoidable if foreseeable.

Should such circumstances prevent the Vendor from providing services for more than 4 (four) weeks, A1Stack may, without limiting its other rights or remedies, may provide written notice to the Vendor to terminate this contract with immediate effect.

7.2 Assignment and subcontracting: The Vendor agrees not to assign, transfer, subcontract or deal in any other manner with all or any of its rights and obligations under the contract without prior written consent from A1Stack.

7.3 Notices: Any communication required to be given under or in connection with this contract shall be in writing and delivered to the other party via prepaid, first-class post or email.

7.4 Waiver: No delay, neglect, or forbearance on the part of either party in enforcing against the other party any of the terms or conditions specified by the contract will be, or deemed to be, a waiver or prejudice in any way against any right of that party under this contract.

7.5 No partnership: No partnership of any kind between any parties is intended by, or constituted through, this agreement.

7.6 No Third Party Right: Persons or Entity not a party to this contract shall have no rights under or in connection with it. A1Stack’s liability for any damages shall not exceed beyond USD 1,000, regardless of the form of action, whether based on contract, tort, negligence, strict liability, products liability or otherwise.

7.7 Variation: Any variation, including any additional terms and conditions, to the contract will only be binding and enforceable when agreed to in writing and signed by A1Stack.

7.8 Severance: Should any provision of this contract, in whole or in part, be held to any extent to be unlawful or unenforceable under any enactment or rule of law, the remaining provisions shall stand in full force and effect.

7.9 Statutory Requirements: The Supplier shall comply with all statutes, orders, regulations or bylaws related to the execution and fulfilment of this contract, and agrees to indemnify A1Stack against all losses, claims or liabilities, expenses, proceedings or otherwise resulting from the Vendor’s noncompliance with the same.

7.10 Governing law and jurisdiction: The entire agreement shall be governed by, and construed in accordance with, law applicable to United States of America at Texas, and the parties irrevocably submit to the exclusive jurisdiction of the courts at Texas.

7.11 No Auto Renewal: There shall not be any auto renewal of services by the Vendor unless requested by the A1Stack in writing.

8. TERMS AND CONDITIONS

These terms and conditions will apply unless A1Stack specifies different terms and conditions in its purchase order entered into by the parties. Should A1Stack specify such changes and apply different terms and conditions in writing, those terms and conditions will override the purchase order terms and conditions and will apply instead of these.